Italian Natural Gas Company in IPO

December 6, 2006

Cleary Gottlieb acted as U.S., English and international counsel to Merrill Lynch International and Banca Caboto S.p.A., as Joint Global Coordinators, Joint Bookrunners and Joint Institutional Lead Managers in the initial public offering of Gas Plus S.p.A. The offering, which will generate aggregate proceeds of more than €106 million for the company and the selling shareholders following the expected exercise of the over-allotment option, valued Gas Plus at €381.7 million and closed on December 6.

The IPO included a global offering to institutional investors in Italy and other jurisdictions outside of the United States in reliance upon Regulation S under the U.S. Securities Act of 1933, and a public offering to Italian retail investors. The shares have been listed on the Mercato Telematico Azionario managed by Borsa Italiana.

Gas Plus is an integrated natural gas company active in the main sectors of the natural gas value chain, principally in Italy. It has been active in the distribution and sale of natural gas in Italy since 1960, and has, since 2004, been active in the exploration and production of natural gas following the acquisition of an historical Italian mining company. The company is currently the fourth largest producer of natural gas in Italy.