Master Agreement between ACEA and Electrabel (now GdF-Suez)

ACEA and Electrabel (now and hereinafter: GdF-Suez) stipulated a Master Agreement (MA) on 28 November 2007, which is still valid and operational, governing the issue of guarantee commitments in the interest of AceaElectrabel Trading (AET) and AceaElectrabel Elettricità (AEE).

The guarantee commitments that the shareholders may issue consist of:

  1. corporate guarantees issued on behalf of operating companies in favour of the related counterparties;
  2. back-to-back guarantees in favour of banks securing the use of bank guarantee commitments pertaining to the shareholders, with the aim of issuing bank sureties on behalf of the operating companies.

The shareholders have the right to assess, on a case by case basis, each transaction put forward by the operating companies with a view to the issue of a guarantee commitment.

The MA establishes that GdF-Suez, acting on behalf of ACEA, will act as Agent for the issue of the guarantees described in point 1, to be issued on behalf of AET in favour of the related counterparties. The MA establishes that ACEA, also acting on behalf of GdF-Suez, will act as Agent for the issue of the guarantees described in point 1, to be issued on behalf of AET in favour of the related counterparties. The Agent is to fully guarantee the counterparties of the operating companies, but will benefit from a back-to-back guarantee provided by the other shareholder in proportion to their percentage interest in the operating company.

The MA establishes a ceiling for each company.

With reference to point 2, the MA requires the two shareholders to provide back-to-back guarantees in proportion to their percentage interests in AET and AEE, and in accordance with the ceilings pre-established and announced to the agent bank. The agent bank has extended appropriate guarantee facilities to the two shareholders.

The shareholders are to be paid the following fees by the operating companies in return for their commitments:

  • in the case of corporate guarantees, a fee of 0.20% per year or fraction of the year of validity of the guarantee;
  • in the case of back-to-back guarantees in favour of banks, a fee of 0.40% per year or fraction of the year of validity of the guarantee. In any event, it is established that the fee may not be less than the fee charged by the bank granting the surety plus 0.15%.

The MA is valid until 31.12.09 and is automatically renewable for a further 12 months.

On the basis of the Framework Agreement signed by ACEA and GdF-Suez, the MA shall be effective from December 2010 and, therefore, will be operational until the Date of Execution of the transactions set forth in said Agreement. At the Date of Execution, the back-to-back guarantees issued by ACEA to GdF-Suez on behalf of AET and those issued by GdF-Suez to ACEA on behalf of AEE were not effective.

ACEA - Electrabel partnership

The Joint Venture Agreement between ACEA and Electrabel Italia (now and hereinafter GdF-Suez) establishes that, should certain circumstances arise that render the regular conduct of meetings of the boards of directors or the shareholders of AceaElectrabel, AceaElectrabel Produzione and AceaElectrabel Trading impossible:

  • ACEA has a call option on all the shares of AceaElectrabel and AceaElectrabel Trading held by GdF-Suez;
  • AceaElectrabel has a put option on its shares in AceaElectrabel Produzione, which it has the right to sell to GdF-Suez;
  • GdF-Suez has a call option on all the shares of AceaElectrabel Produzione held by AceaElectrabel and, subordinated to the exercise of this option, a further call option on all the shares of AceaElectrabel Trading held by AceaElectrabel, and a put option on all its shares in AceaElectrabel, which it has the right to sell to ACEA.

Should the options right be exercised, the price of the shares to be purchased and sold is to be determined by an arbitrator, to be appointed by mutual agreement of the parties.

On the basis of the Framework Agreement signed by ACEA and GdF-Suez in December 2010 the Joint Venture Agreement will be operational until the Date of Execution.

Property leases

The ACEA Group operates from premises that it leases from third parties. In this respect it should be noted that: (i) rentals paid during the period amount to 12,855 thousand euros; (ii) commitments for the period from 2011 to 2015 total 54,451 thousand euros; and (iii) commitments beyond 2015 amount to 58,150 thousand euros. The average lease term is nine years.

As regards property leases, it should be noted that the lease signed in May 2006 establishes:

  • the lease term is 9 years, automatically renewable at the first expiry date for a further 9 years;
  • the annual rental is 3,450 thousand euros until 31.12.09; from 1 July 2009 and until 30 June 2021 the annual rental will be 5,650 thousand euros and from 1 July 2021 until expiry the annual rental will be 6,750 thousand euros;
  • ACEA has undertaken to carry out all necessary maintenance work.