Bond Acea 4.5% ( XS0495012428 ) in EUR

Acea

100 % ⇌

Italy

XS0495012428 ( in EUR )

4.5% per year ( payment 1 time a year)

16/03/2020 - Bond has expired

Prospectus brochure of the bond Acea XS0495012428 in EUR 4.5%, expired

50 000 EUR

500 000 000 EUR

The Bond issued by Acea ( Italy ) , in EUR, with the ISIN code XS0495012428, pays a coupon of 4.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/03/2020

Prospectus

ACEA S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
500,000,000
4.50 per cent. Notes due 16 March 2020
The issue price of the 500,000,000 4.50 per cent. Notes due 16 March 2020 (the "Notes") of Acea S.p.A. (the "Issuer") is
99.779 per cent. of their principal amount.
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 16 March
2020. The Issuer may, at its option, redeem all, but not some only, of the Notes on 17 September 2011 or any date thereafter at
an amount equal to their principal amount plus (if applicable) a premium, together with any accrued interest, as described
under "Terms and Conditions of the Notes Redemption at the option of the Issuer". Also, the Notes are subject to redemption
in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the
Republic of Italy as described under "Terms and Conditions of the Notes --Redemption for taxation reasons".
The Notes will bear interest from 16 March 2010 at the rate of 4.50 per cent. per annum payable annually in arrear on 16
March each year commencing on 16 March 2011. Payments on the Notes will be made in Euros without deduction for or on
account of taxes imposed or levied by the Republic of Italy to the extent described under "Terms and Conditions of the Notes
-- Taxation".
An investment in the Notes involves certain risks. For a discussion of these risks, see "Risk Factors" beginning on page
4.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent
authority in Luxembourg, for the approval of this Prospectus as a prospectus issued in compliance with the Prospectus
Directive 2003/71/EC. Application has been made for the Notes to be listed on the Official List and admitted to trading on the
regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2004/39/EC.
This Prospectus (together with the documents incorporated by reference herein) is available on the Luxembourg Stock
Exchange's website (www.bourse.lu).
The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") and
are subject to United States tax law requirements. The Notes are being offered outside the United States by the Joint Lead
Managers (as defined herein) in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes are expected on issue to be assigned a rating of A- by Standard & Poor's Rating Services, a division of the McGraw
Hill Companies, Inc and A+ by Fitch Ratings Ltd. A security rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Notes will be in bearer form and in the denominations of 50,000 and integral multiples of 1,000 in excess thereof up to
and including 99,000. The Notes will initially be in the form of a temporary global note (the "Temporary Global Note"),
which will be deposited on or around 16 March 2010 (the "Closing Date") with a common safekeeper for Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). The
Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent
Global Note") not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. The
Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive
form in the denominations of 50,000 and integral multiples of 1,000 in excess thereof up to and including 99,000. See
"Summary of Provisions Relating to the Notes in Global Form".
Joint Lead Managers and Bookrunners
BANCA IMI
BNP PARIBAS
MEDIOBANCA Banca di
Credito Finanziario S.p.A.
MPS Capital Services
UniCredit Bank
12 March 2010

CONTENTS
Important Notices ................................................................................................................................................... 1
Information Incorporated by Reference .................................................................................................................. 3
Risk Factors ............................................................................................................................................................ 4
Terms and Conditions of the Notes ...................................................................................................................... 17
Summary of Provisions Relating to the Notes in Global Form ............................................................................ 30
Description of the Issuer ....................................................................................................................................... 32
Capitalisation of the Issuer ................................................................................................................................... 60
Summary Financial Information of the Issuer ...................................................................................................... 61
Regulatory ............................................................................................................................................................ 67
Taxation ................................................................................................................................................................ 84
Subscription and Sale ........................................................................................................................................... 93
General Information ............................................................................................................................................. 95

IMPORTANT NOTICES
The Issuer accepts full responsibility for the information contained in this Prospectus and declares that, to the
best of its knowledge, having taken all reasonable care to ensure that such is the case, the information contained
in this Prospectus is in accordance with the facts and contains no omission likely to affect its import.
The Issuer has confirmed to Banca IMI S.p.A., BNP Paribas, Mediobanca Banca di Credito Finanziario
S.p.A., MPS Capital Services Banca per le Imprese S.p.A. and UniCredit Bank AG (together, the "Joint Lead
Managers") that this Prospectus contains all information regarding the Issuer and the Notes which is (in the
context of the issue of the Notes) material; such information is true and accurate in all material respects and is
not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on
the part of the Issuer are honestly held or made and are not misleading in any material respect; this Prospectus
does not omit to state any fact necessary to make such information contained herein (in such context) not
misleading in any material respect; and all reasonable enquiries have been made to ascertain and to verify the
foregoing.
This Prospectus should be read in conjunction with all information which is incorporated by reference in and
forms part of this Prospectus (see "Information Incorporated by Reference").
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such
representation or information should not be relied upon as having been authorised by the Issuer or the Joint Lead
Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances
create any implication that the information contained herein concerning the Issuer or the Issuer together with its
consolidated subsidiaries (the "Group" or the "ACEA Group") is correct at any time subsequent to the date
hereof or that any other information supplied in connection with the offering of the Notes is correct as of any
time subsequent to the date indicated in the document containing the same, or that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise)
of the Issuer or the Group since the date of this Prospectus.
Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation
by the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus or any other information
supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs, and
its own appraisal of the creditworthiness, of the Issuer or the Group. Neither this Prospectus nor any other
information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on
behalf of the Issuer or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Lead Managers to inform themselves about and to observe any such restrictions. Neither the Issuer nor the Joint
Lead Managers represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, nor do they assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers which is
intended to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this
Prospectus and other offering material relating to the Notes, see "Subscription and Sale". In particular, the Notes
have not been and will not be registered under the Securities Act and are subject to United States tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States
or to, or for the account or benefit of, U.S. persons.

- 1 -

In this Prospectus, unless otherwise specified: references to a "Member State are references to a Member State
of the European Economic Area; references to "", "EUR" or "Euro" are to the single currency introduced at
the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing
the European Community, as amended; and references to "billions" are to thousands of millions.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables, including percentages, may not be an arithmetic aggregation of the figures which precede them.
In connection with the issue of the Notes, BNP Paribas (the "Stabilising Manager") (or persons acting on
behalf of the Stabilising Manager) may over allot Notes or effect transactions with a view to supporting
the price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.

- 2 -

INFORMATION INCORPORATED BY REFERENCE
The following information shall be deemed to be incorporated in, and to form part of, this Prospectus:
(1)
the Issuer's 2008 and 2007 Annual Reports; and
(2)
the Issuer's unaudited Quarterly Reports as at 30 September 2009 and 2008,
in each case together with the accompanying notes and, where applicable, report of the Issuer's external
auditors.
Any information not listed in the cross-reference list but included in the documents incorporated by reference is
given for information purposes only.
The Issuer will provide, without charge to each person to whom a copy of this Prospectus has been delivered,
upon the request of such person, a copy of any or all the documents deemed to be incorporated by reference
herein. Requests for such documents should be directed to the Issuer at its offices set out at the end of this
Prospectus. In addition such documents will be available, without charge, at the specified office of the Listing
Agent in Luxembourg and on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Cross-reference list
The following table shows where the information incorporated by reference in this Prospectus can be found in
the above-mentioned documents.
2008 Annual Report
Page number(s)
Consolidated balance sheet
259-260
Consolidated income statement
258
Consolidated cash flow statement
261
Movements in consolidated shareholders` equity
262
Explanatory notes
263-393
Report of the external auditors
419-421

2007 Annual Report
Page number(s)
Consolidated balance sheet
5-6
Consolidated income statement
4
Consolidated cash flow statement
7
Movements in consolidated shareholders` equity
8
Explanatory notes
9-163
Report of the external auditors
190-191

Unaudited Quarterly Report as at 30 September 2009
Page number(s)
Consolidated balance sheet
135-136
Consolidated income statement
4-7
Consolidated cash flow statement
137
Movements in consolidated shareholders' equity
138-139

Unaudited Quarterly Report as at 30 September 2008
Page number(s)
Consolidated balance sheet
85
Consolidated income statement
4
Consolidated cash flow statement
105
Movements in consolidated shareholders` equity
106

- 3 -

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All of
these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view
on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons which may not be considered significant risks by the Issuer based on
information currently available to it or which it may not currently be able to anticipate. Prospective investors
should also read the detailed information set out elsewhere in this Prospectus (including, without limitation, any
documents incorporated by reference herein) and reach their own views prior to making any investment
decision, based upon their own judgement and upon advice from such financial, legal and tax advisers as they
have deemed necessary.
Words and expressions defined in "Terms and Conditions of the Notes", or elsewhere in this Prospectus have
the same meaning in this section. Prospective investors should read the entire Prospectus.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER
THE NOTES
Risks relating to the industries in which the ACEA Group operates
The evolution in the legislative and regulatory context for the electricity, waste and water sectors poses a risk
to the ACEA Group
Changes in applicable legislation and regulation, whether at a national or European level, and the manner in
which they are interpreted, could impact the ACEA Group`s earnings and operations positively or negatively,
both through the effect on current operations and also through the impact on the cost and revenue-earning
capabilities of current and future planned developments in the business. Such changes could include changes in
tax rates, changes in environmental or safety or other workplace laws, or changes in regulation of cross border
transactions. Public policies related to water, waste, energy, energy efficiency and/or air emissions, may impact
the overall market, particularly the governmental sectors. The ACEA Group operates its business in a political,
legal, and social environment which is expected to continue to have a material impact on the performance of the
ACEA Group. Any new or substantially altered rules and standards may adversely affect the ACEA Group`s
revenues, profits and general financial condition and therefore have a consequent adverse impact on the market
value of the Notes and/or on the Issuer`s ability to pay interests on the Notes or to repay the Notes in full at their
maturity.
Art. 23 bis of Law Decree No. 112 of 25 June 2008, as amended by Art. 15 of Law Decree No. 135 of 25
September 2009 (converted in Law No. 166 of 20 November 2009) ("Art. 23 bis") applies, inter alios, to
companies ("Art. 23 bis Companies") listed on the Stock Exchange before 1 October 2003 (such as the Issuer)
and their subsidiaries pursuant to Art. 2359 of the Italian Civil Code. Art. 23 bis provides that any contract for
the award of local public services granted to Art. 23 bis Companies by local authorities before the date of 1
October 2003 without calling a public tendering procedure, shall be terminated on 30 June 2013 or 31 December
2015 if at such dates public entities that are shareholders in Art. 23 bis Companies have not reduced their
shareholding (through competitive procedures or placement of their shares to authorised investors and industrial
operator) to a percentage lower than 40 per cent. by 30 June 2013 and 30 per cent. by 31 December 2015.

- 4 -

At the date of this Prospectus the Municipality of Rome holds 51 per cent. of the Issuer`s share capital. As a
result of the above mentioned law, in the event the Municipality of Rome does not reduce its stake in the Issuer
to below the relevant thresholds within the relevant time periods indicated above, the concession of the
integrated water service directly awarded to Acea Ato 2 S.p.A. on 1 January 2003 (currently set to expire on 31
December 2032) and the public lighting concession awarded to Acea S.p.A. on the basis of a 30 year concession
agreement expiring in 2028 (the economic terms of which were settled with Municipal Resolution No. 29/2007,
currently set to expire on 31 December 2015) could be terminated with a potential consequent negative impact
on the Issuer's market position in the relevant sectors. See below "The ACEA Group is dependent on
concessions from local authorities for its regulated activities".
The ACEA Group is dependent on concessions from local authorities for its regulated activities
For the financial year ended 31 December 2008, the ACEA Group`s regulated activities accounted for
approximately 84 per cent. of the ACEA Group`s EBITDA. These regulated activities (integrated water cycle,
distribution of electricity, waste management services and public lighting) are dependent on concessions from
local authorities that vary in duration across the ACEA Group`s business areas.
Legislation in Italy could affect the expiry date of certain concessions. See above "The evolution in the
legislative and regulatory context for the electricity, waste and water sectors poses a risk to the Issuer."
No assurances can be given that the ACEA Group will enter into new contracts to permit it to engage in the
businesses described above after the related contracts expire, or that any new contract entered into or renewals
of existing contracts will be on terms similar to those of its current contracts. The ACEA Group`s failure to
enter into new contracts or renew existing contracts, in each case on similar or otherwise favourable terms,
could have an adverse impact on the market value of the Notes and/or on the Issuer`s ability to pay interest on
the Notes or to repay the Notes in full at their maturity.
The Issuer's ability to achieve its strategic objectives could be impaired if it is unable to maintain or obtain
the required licences, permits, approvals and consents
In order to carry out and expand its business, the Issuer needs to maintain or obtain a variety of licences, permits,
approvals and consents from regulatory, legal, administrative, tax and other authorities and agencies. The
processes for obtaining these licences, permits, approvals and consents are often lengthy, complex,
unpredictable and costly. If the Issuer is unable to maintain or obtain the relevant permits and approvals, its
ability to achieve its strategic objectives could be impaired, with a consequent negative impact on the market
value of the Notes and/or on the Issuer`s ability to pay interest on the Notes or to repay the Notes in full at their
maturity.
The ACEA Group is exposed to revisions of tariffs in water and energy sectors
The ACEA Group operates, inter alia, in water and energy sectors and is exposed to a risk of variation of the
tariffs applied to the end users.
In the water sector the tariffs payable by customers, as determined and adjusted by the competent district
authorities within each district, may be subject to variations as a consequence of periodic revisions resulting
from investigations by the water district authorities, concerning, inter alia, efficiency improvements and the
actual realisation of planned investments by the companies managing the integrated water service. Such
variations are submitted to a ministerial body in charge of the supervision of tariffs determined and adjusted by
each district authority (CO.VI.RI).

- 5 -

In addition, the tariff payable by the customers in the energy sector (distribution, transmission and metering)
may be subject to certain variations since the components of the tariff are adjusted by Authority for Electric
Energy and Gas with reference to four-year regulatory periods.
Should any such changes result in decreases of the tariffs, it could have an impact on the business of ACEA,
with a consequent negative impact on the market value of the Notes and/or on the Issuer`s ability to pay interest
on the Notes or to repay the Notes in full at their maturity.
The Issuer may incur costs in re-tendering for large hydroelectric concessions
The 2006 Italian Budget Law provided for a 10-year extension of all large water concessions, including those
granted to the ACEA Group in relation to certain of its hydro-electric installations, in exchange for adequate
investments in the modernisation of the installations. On 14 January 2008, by decision No. 1/2008, the Italian
Constitutional Court ruled that the extension of concessions was unconstitutional. As a consequence,
paragraphs 6, 7 and 8 of Art. 12 of Legislative Decree No. 79 of 16 March 1999, which previously governed the
renewal of concessions should be considered once again in force. As a result, the large water concessions
granted to ACEA Group expiring on or before 31 December 2010 are extended to such date. After 31 December
2010 such concessions should in principle be re-awarded by competitive tendering procedures, unless they are
renewed until the same expiry date of the drinking water concessions due to expire after 31 December 2010,
with which the large water concessions are linked to.
Should the ACEA Group be required to re-tender for large water concessions, this could result in the ACEA
Group losing the water concessions, or incurring significant costs in the tender process, either of which could
have a consequent negative impact on the market value of the Notes and/or on the Issuer`s ability to pay interest
on the Notes or to repay the Notes in full at their maturity.
Events, service interruptions, systems failures, water shortages or contamination of water supplies could
adversely affect profitability
The ACEA Group controls and operates utility networks and maintains the associated assets with the objective
of providing a continuous service. In exceptional circumstances, electricity, gas or water shortages, or the failure
of an asset, an element of a network or supporting plant and equipment, could result in the interruption of
service provision or catastrophic damage resulting in significant loss of life and/or environmental damage and/or
economic and social disruption. Water shortages may be caused by below average rainfall, increases in demand
or by environmental factors, such as climate change, which may exacerbate seasonal fluctuations in supply
availability. In the event of a shortage, the ACEA Group may incur additional costs in order to provide
emergency reinforcement to supplies.
Water supplies may be subject to interruption or contamination, including contamination from the presence of
naturally occurring compounds and pollution from man-made sources or third parties` actions. The ACEA
Group could be held liable for human exposure to hazardous substances in its water supplies or other
environmental damages. The ACEA Group could be fined for breaches of statutory obligations, including the
obligation to supply drinking water that is wholesome at the point of supply, or held liable to third parties, or be
required to provide an alternative water supply of equivalent quality, which could increase costs.
Such events may have an adverse effect on the ACEA Group`s reputation, operating results and financial
position and could have a consequent negative impact on the market value of the Notes and/or on the Issuer`s
ability to pay interest on the Notes or to repay the Notes in full at their maturity.

- 6 -

The ACEA Group is vulnerable to natural disasters and other disruptive events
Significant damage or other impediments to the waterworks facilities, including multipurpose dams and the
water supply systems, managed by the Issuer`s water subsidiaries as a result of:

natural disasters, floods and prolonged droughts;

human-errors in operating the waterworks facilities, including multi-purpose dams and water supply
systems; and

industrial strike,
could materially harm the ACEA Group`s business, financial condition and results of operations and could have
a consequent negative impact on the market value of the Notes and/or on the Issuer`s ability to pay interest on
the Notes or to repay the Notes in full at their maturity.
The ACEA Group maintains insurance against some, but not all, of these events but no assurance can be given
that its insurance will be adequate to cover any direct or indirect losses or liabilities it may suffer.
The Issuer is exposed to operational risks through its ownership and management of power stations, waste
management and distribution networks and plants
The main operational risk to which the Issuer is exposed is linked to the ownership and management of power
stations, waste management assets and distribution networks and plants. These plants and networks are exposed
to risks that can cause significant damage to the assets themselves and, in more serious cases, production
capacity may be compromised. These risks include extreme weather phenomena, natural disasters, fire, terrorist
attacks, mechanical breakdown of or damage to equipment or processes, accidents and labour disputes. In
particular, ACEA Group`s distribution networks are exposed to malfunctioning and service interruption risks
which are beyond its control and may result in increased costs. The Issuer`s insurance coverage may prove
insufficient to fully compensate for such losses.
The Issuer believes that its systems of prevention and protection within each operating area, which act according
to the frequency and gravity of the particular events, its ongoing maintenance plans, the availability of strategic
spare parts and its use of tools for transferring risk to the insurance market enable the ACEA Group to mitigate
the economic consequences of potentially adverse events that might be suffered by any of its owned or managed
plants or networks. However, there can be no guarantee that maintenance and spare part costs will not rise, that
insurance products will continue to be available on reasonable terms or that any one event or series of events
affecting any one or more plants or networks will not have an adverse impact on the market value of the Notes
and/or on the Issuer`s ability to pay interest on the Notes or to repay the Notes in full at their maturity.
The ACEA Group has exposure to credit risk arising from its commercial activity
A central ACEA Group credit policy regulates the assessment of customers` and other financial counterparties`
credit standing, the monitoring of expected collection flows, the issue of suitable reminders, the granting of
extended credit terms if necessary, the taking of prime bank or insurance guarantees and the implementation of
suitable recovery measures. Standard default interest is charged on late payments. Notwithstanding the
foregoing, a single default by a major financial counterparty, or a significant increase in current default rates by
counterparties generally, could have an adverse effect on the market value of the Notes and/or on the Issuer`s
ability to pay interest on the Notes or to repay the Notes in full at their maturity.

- 7 -

The ACEA Group's operations are subject to extensive environmental laws, rules and regulations which
regulate, among other things, air emissions, water discharges and the management of hazardous and solid
waste
Compliance with environmental laws, rules and regulations requires the ACEA Group to incur significant costs
relating to environmental monitoring, installation of pollution control equipment, emission fees, maintenance
and upgrading of facilities, remediation and permitting. The costs of compliance with existing environmental
legal requirements or those not yet adopted may increase in the future. Any increase in such costs could have an
adverse impact on the ACEA Group`s business and results of operations, financial position and cash flows, with
a consequent adverse impact on the market value of the Notes and/or on the Issuer`s ability to environmental
laws, rules and regulations repay the Notes in full at their maturity.
The ACEA Group may incur significant environmental expenses and liabilities
Risks of environmental and health and safety accidents and liabilities are inherent in many of the ACEA
Group`s operations. Notwithstanding the Issuer`s belief that the operational policies and standards adopted and
implemented throughout the ACEA Group to ensure the safety of its operations are of a high standard, it is
always possible that incidents such as blow-outs, spillover, contaminations and similar events could occur that
would result in damage to the environment, workers and/or local communities.
The ACEA Group has accrued risk provisions aimed at coping with existing environmental expenses and
liabilities. Notwithstanding this, it is possible that in the future the ACEA Group may incur significant
environmental expenses and liabilities in addition to the amounts already accrued owing to: (i) unknown
contamination; (ii) the results of on-going surveys or surveys that will be carried out in future on the
environmental status of certain of the ACEA Group`s industrial sites as required by the applicable regulations
on contaminated sites and (iii) the possibility that disputes might be brought against the ACEA Group in relation
to such matters.
Any such increase in costs could have an adverse effect on the ACEA Group's business and results of operations,
financial position and cash flows, with a consequent negative impact on the market value of the Notes and/or on
the Issuer`s ability to pay interest on the Notes or to repay the Notes in full at their maturity.
The ACEA Group faces increasing competition in the energy market
The energy markets in which the Issuer operates are subject to increasing competition in Italy. In particular, the
Issuer encounters competition in its electricity business, in which it competes with other producers and traders
from both Italy and outside of Italy who sell electricity in the Italian market to industrial, commercial and
residential clients.
An increase in the competition could have an impact on the prices paid / achieved in the Issuer`s electricity
production and trading activities, which in turn could have an adverse effect on the ACEA Group's business and
results of operations, financial position and cash flows, with a consequent negative impact on the market value
of the Notes and/or on the Issuer`s ability to pay interest on the Notes or to repay the Notes in full at their
maturity.
There can be no assurances of the success of any of the ACEA Group's future attempts to acquire additional
businesses or of the ACEA Group's ability to integrate any businesses acquired in the future
The Issuer`s business strategy involves acquisitions and investments in its core businesses. The success of this
strategy depends in part on its ability to successfully identify and acquire, on acceptable terms, suitable
companies and other assets and, once acquired, on the successful integration of them into the ACEA Group`s
operations, as well as its ability to identify suitable strategic partners and conclude suitable terms with them. An

- 8 -