TENP

In association with

JOINT INFORMATION MEMORANDUM

FOR THE DEVELOPMENT OFSOUTH-NORTH GAS TRANSMISSION CAPACITYFROM ITALY TO GERMANY AND BELGIUM THROUGH SWITZERLAND

BE

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Contents

1. Executive summary 3

2. About Snam Rete Gas , FluxSwiss, Fluxys TENP and Fluxys Belgium 4

2.1. Snam Rete Gas 4

2.2. FluxSwiss 4

2.3. Fluxys TENP 5

2.4. Fluxys Belgium 5

3. Project description 6

3.1. General elements 6

3.2. In Italy: the Passo Gries Interconnection Point 7

3.3. In Switzerland: Transitgas reverse flow (from the Passo Gries Interconnection Point to the Wallbach and Oltingue Interconnection Points) 7

3.4. In Germany: TENP reverse flow and connection with Gaspool and NCG market areas 8

3.5. In Belgium: Eynatten interconnection point 9

4. Offered capacity and allocation process 10

4.1. Snam Rete Gas Capacity Offer and Allocation Process 10

4.2. FluxSwiss Capacity Offer and Allocation Process 10

4.3. Fluxys TENP Capacity Offer and Allocation Process 11

4.4. Fluxys Belgium Allocation Process 12

5. Indicative timetable 12

6. Points of contact 13

7. Disclaimer 14

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1. Executive summary

By publishing this Joint Information Memorandum, FluxSwiss Sagl (“FluxSwiss”, for-merly ENI GTI) and Fluxys TENP (“Fluxys TENP”) in association with Fluxys Belgium SA (“Fluxys Belgium”) and Snam Rete Gas S.p.A. (“Snam Rete Gas”), – together the “TSOs”- launch a market process for transmission capacity booking from the Italian virtual trading point PSV through Switzerland to Germany and/or to the Belgian virtual trading point ZTP in view of the new capacity some of the TSOs are building or may build in their respective transmission systems (the “Project”). The Project is an attractive opportunity for shippers to secure physical South to North transmission capacities on a long-term basis between PSV, NCG, Gaspool, Eynatten or ZPT. This Joint Information Memorandum describes the process for the allocation of ca-pacity products proposed to the market and highlights the development of infrastruc-ture that is under way or may be considered by the TSOs. An open season has already been organized in November 2010 by FluxSwiss during which part of the capacity becoming available from Passo Gries (the Italian-Swiss bor-der) to Wallbach (the Swiss-German border) and to Oltingue (the Swiss-French bor-der) has been allocated. Another open season was organized during summer 2012 by FluxSwiss and GRTgaz to allocate transmission capacity from Passo Gries into France. The current process will have four separate but coordinated phases: A binding phase conducted by Snam Rete Gas to allocate Exit capacity from Italy at

the Passo Gries interconnection point (“Snam Rete Gas Allocation Process”). A binding phase conducted by FluxSwiss to allocate transit capacity in Switzerland

(“FluxSwiss Allocation Process”) from the Passo Gries interconnection point to the Wallbach interconnection point.

A binding phase conducted by Fluxys TENP to allocate entry capacity at the Wallbach interconnection point (“Fluxys TENP Allocation Process”), with the entry capacity to be split into capacity towards the NCG market area, towards the Gaspool market area and/or transmission capacity from Wallbach to Eynatten.

Allocation of entry capacity in Eynatten to ZTP by Fluxys Belgium (“Fluxys Belgium Allocation Process”).

The purpose of this document is to give an overview of the process as coordinated by the TSOs in terms of capacity offer and allocation. It however remains the interested parties’ sole discretion to participate in one or more allocation processes.

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This Joint Information Memorandum must be read in conjunction with the relevant documentation made available by the relevant TSOs (e.g. Information Memorandum on the Investment and Capacity Expansion Measures planned by Fluxys TENP GmbH), which integrates the present Joint Information Memorandum. This Joint Information Memorandum is publicly disclosed to the market for infor-mation purposes only and therefore does not constitute any commitment by the TSOs to offer or allocate a final product, new interconnection capacity, any service and/or develop any infrastructure.

2. About Snam Rete Gas , FluxSwiss, Fluxys TENP and Fluxys Belgium

2.1. Snam Rete Gas

Snam Rete Gas is the independent most relevant operator of the natural gas trans-mission network in Italy and is part of the Snam group, one of the leading European operators in constructing and managing natural gas infrastructures and one of the major players in energy regulated activities in terms of invested capital for regulatory purposes (Regulated Asset Base or RAB) with over EUR22 billion as at end 2011. The Snam Rete Gas system (transmission and dispatching) is formed by a transport net-work of 32,010 km representing 94% of the Italian network and is well connected both to producers (Algeria and Libya), to other European countries (Austria, Slovenia and Switzerland) and to two LNG terminals. Snam Rete Gas manages a full entry-exit sys-tem since 2001.

2.2. FluxSwiss

FluxSwiss is a transmission system operator in the Transitgas pipeline and commer-cializes ca. 90% of the system’s capacity. Fluxys (50.2%), Global Infrastructure Part-ners (44.9%) and Swissgas (4.9%) are the shareholders of FluxSwiss. As a Fluxys group company it is part of FluxSwiss’ mission to enhance security of supply and mar-ket liquidity by promoting cross-border gas flows and transfers. Transitgas is a key link for Switzerland and Europe. The Transitgas system consists of approximately 300 km of pipelines crossing central Switzerland. It connects the German and French gas markets to Italy and is at the same time the infrastructure supplying gas into Switzer-land for domestic consumption. The Transitgas pipeline came on stream in April 1974 and massive expansion works on the transport system were carried out between 1998 and 2003.

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2.3. Fluxys TENP

Fluxys TENP GmbH is a wholly-owned subsidiary of Fluxys Europe. Together with Open Grid Europe GmbH Fluxys TENP GmbH operates the TENP pipeline system, with Fluxys TENP GmbH marketing approximately 62% of system capacity. The TENP pipe-line system, which runs from the Dutch-German and Belgian-German borders to the German-Swiss border, transports natural gas from the Netherlands and Belgium to Germany, Switzerland and Italy. It is the most important North-South axis of the inter-connected European natural gas transmission system and has a length of 500 kilome-ters. Since 1978 the TENP system has been expanded continuously to meet the growing demand for transportation services. At Stolberg the TENP transportation system is connected to a natural gas transmission pipeline which runs to Zeebrugge (Belgium) and from there to Great Britain (through the Interconnector pipeline). At Mittelbrunn, the TENP is connected to the MEGAL transportation system (MEGAL Mittel-Europäische-Gasleitungsgesellschaft), which transports Russian natural gas to Ger-many via Waidhaus on the German-Czech border and from Germany on to France. Thanks to its integration in the European natural gas transmission system, the TENP significantly contributes to a stronger internal European natural gas market and pro-motes cross-border gas transportation. At the same time, Fluxys TENP ensures sup-ply of natural gas within Germany and fosters liquidity in the individual market areas of NetConnect Germany GmbH & Co. KG (NCG).

2.4. Fluxys Belgium

Fluxys Belgium is the independent operator of both the natural gas transmission and storage infrastructure in Belgium. The company also operates the Zeebrugge LNG terminal. More than 4,100 km of pipelines and 18 interconnection points on the Bel-gian grid open the network to natural gas flows from the UK, Norway, the Nether-lands, Russia and LNG sources worldwide. Thanks to its central position, the Belgian grid serves as a crossroads for transmission flows of natural gas to North Western and Southern Europe. An overall capacity of 95 billion cubic meters per year has been booked by shippers on a long-term basis for border-to-border transmission in the Belgian grid. To consolidate this central role for natural gas flows in North-Western Europe, Fluxys Belgium has recently launched the Zeebrugge Trading Point (ZTP) with the ambition of becoming one of the leading gas trading places in mainland Europe.

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3. Project description

3.1. General elements

As of today, transmission flows through the TSOs’ relevant pipeline systems are ori-ented from North to South: from Belgium and the Netherlands into Germany, Switzer-land and Italy. This Joint Information Memorandum is launched to solicit the market’s interest in physical transmission capacity from South to North out of Italy into Switzer-land, from Switzerland into Germany and through Germany into Belgium.

Several transmission systems and interconnection points are concerned by this re-verse flow project and the main elements affecting each of them in Italy, Switzerland, Germany and Belgium are described hereunder. A separate open season was orga-nized from June to September 2012 by FluxSwiss and GRTgaz regarding reverse flow capacities from the Swiss-Italian border into France.

Eynatten

Wallbach

Passo Gries

Oltingue

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3.2. In Italy: the Passo Gries Interconnection Point

The Snam Rete Gas project to create exit flow towards the Passo Gries Interconnec-tion Point can be divided into two phases: Phase 1, with a time-horizon foreseen at 1 January 2016, which will enable the

Italian gas system to allow an exit capacity up to 5 MScm/d, Phase 2, with a time-horizon at 1 January 2017, which will enable a substantial in-

crease in the export capacity up to 40 MScm/d. Phase 1 At present, the Passo Gries Interconnection Point is fully dedicated to importing gas from Northern Europe to Italy. In order to make the physical reverse flow on the pipe-line possible, the project requires the reinforcement of the Italian network in the Po Valley region, the empowerment of associated compressor stations and the adapta-tion of the metering point in Masera. These works, which are currently ongoing, are expected to be completed by 2015. Phase 2 The second phase in the development of exit capacity towards the Passo Gries Inter-connection Point will take place during the period 2012-2017 and will see the laying of new pipelines and the installation of extra capacity in the compressor stations. Con-sidering these additional infrastructure developments, the maximum export capacity towards Passo Gries Interconnection Point will reach 40 MScm/d.

3.3. In Switzerland: Transitgas reverse flow (from the Passo Gries Interconnec-tion Point to the Wallbach and Oltingue Interconnection Points)

The Transitgas pipeline in Switzerland is currently dedicated to transport gas from the North towards Italy and at the same time to satisfy the Swiss gas market needs. In order to implement the physical reverse flow for Transitgas, FluxSwiss has started the study and design and permitting phases to make the necessary modifications to its transmission system. The commissioning of this project is envisaged as from 1 Janu-ary 2016 in line with phase 1 of the Snam Rete Gas project. The Transitgas reverse flow project from Passo Griess to Wallbach envisages the modifications and expansion of three main plants of the system in order to allow phys-ical reverse flow: the Ruswil compressor station, the Lostorf interconnection station and the Wallbach metering station. Detailed design and engineering and permitting are progressing. Physical reverse flow capacity from the Passo Gries Interconnection Point to the Wallbach Interconnec-tion Point could become available in 2016 on an indicative basis.

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FluxSwiss already ran an open season in November 2010 which resulted in long term capacity reservations on the Swiss network from Italy to Germany. In aggregate, the capacity that will be made available from Passo Gries to Wallbach consecutively to both the 2010 FluxSwiss’ open season and the FluxSwiss Allocation Process will match the entry capacity to be made available by Fluxys TENP at Wallbach during the Fluxys TENP Allocation Process.

3.4. In Germany: TENP reverse flow and connection with Gaspool and NCG mar-ket areas

The planned investment and capacity measures are aimed to enable gas flows not only from North to South but also from South to North. As a result, gas entering Italy could be made available in the German market and connected markets in the North and South flow direction. As such the project is to improve the TENP's integration in the national and European natural gas transmission system and to increase liquidity in the German market.

The physical flow reversal could be realised at Wallbach on the German-Swiss border in the wake of measures to enable reverse flows in the Swiss Transitgas system and corresponding measures in the Italian transmission system.

By enabling flows in both directions in the TENP-system, Fluxys TENP is planning to create new transportation capacities at the Wallbach cross-border interconnection point (GÜP Wallbach) on the German-Swiss border as well as at the Eynatten cross-border interconnection point (GÜP Eynatten) on the German-Belgian border.

Furthermore, it is being planned to create additional capacities at the market area in-terconnection point (MÜP) connecting the market areas of NCG and of Gaspool Bal-ancing Services GmbH (Gaspool) by connecting the TENP to the pipeline system of GASCADE Gastransport GmbH (GASCADE) at the Stolberg compressor station, which would result in a new market area interconnection point being established at Stolberg (MÜP Stolberg, base case scenario).

The investment and capacity measures envisaged by Fluxys TENP include modifica-tions at the compressor station of Stolberg and the instalment of additional compo-nents to increase pressure up to 84 bar, allowing to offer exit services into the GAS-CADE system.

It is also being considered to build a new bi-directional interconnection (Bretella) be-tween the compressor station in Stolberg and the cross-border interconnection point at Eynatten (Belgium), which would create additional capacities from Germany into Belgium as well as from Belgium into Germany (high case scenario). To allow this, another compressor station (besides Stolberg) would have to be physically reversed.

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As a component of the German Network Development Plan of German TSOs (details see www.netzentwicklungsplan.de), the planned reversion supports other and follow-up investment projects of other TSOs such as terranets bw GmbH.

3.5. In Belgium: Eynatten interconnection point

No investment is needed on Fluxys Belgium’s side as the existing pipeline system be-tween the Eynatten interconnection point and ZTP is already bi-directional and gives full access to the entire Belgian H-gas network.

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4. Offered capacity and allocation process

The process is organized by Snam Rete Gas, FluxSwiss, Fluxys TENP and Fluxys Bel-gium in a coordinated way through the four different processes described hereunder. In this document, quantities are expressed in kWh/h, Nm³/h or MSm3/d. Interested parties will use a Gross Calorific Value (GCV) of 11.3 kWh/Nm³ at 0°C and 1.01325 bar in order to convert their requests into kilowatt hour per hour. Please refer to ISO 6976 for the conversion factors of Gross Calorific Values (GCV) at different temperatures. In addition, daily capacities shall correspond to 24 times hourly capacities and a Normal Cubic Meter will correspond to 1.0549 Standard Cubic Meter.

4.1. Snam Rete Gas Capacity Offer and Allocation Process

The Network Code approved by the Italian Authority (AEEG) defines the provisions for the allocation of capacity at cross-border interconnection points. Snam Rete Gas is currently evaluating the possibility to implement some of the principles envisaged in the Capacity Allocation Mechanisms (CAM) Network Code under development at a Eu-ropean level. Taking that into consideration, all relevant documentation to run the Allocation Pro-cess on the Passo Gries exit point will be published on the Snam Rete Gas website af-ter the consultation process and approval of the Network Code modifications by AEEG. The technical capacities to be offered will be in line with the ones under development and already described in section 3.

4.2. FluxSwiss Capacity Offer and Allocation Process

Given that part of the reverse flow capacity planned to be made available was allocat-ed during the 2010 open season, the capacity that will be proposed during the auction-ing process of this FluxSwiss Open Season amounts to 1,050,000 Nm³/h (ca. 11.865 GWh/h at an indicative 11.3 kWh/Nm³ GCV). In accordance with the rules to be provided prior the auction session, bids will be de-fined by a price level and a capacity level. Capacity will be sold for a duration up to 15 years in accordance with the reverse flow transportation contract which can be pro-vided upon request. The FluxSwiss Allocation Process will be organized through a binding electronic auc-tion in the first half of February (exact date to be confirmed in due time) according to the same rules as those currently applicable for the sale of forward flow capacity and which were used for the Switzerland to France Open Season. All relevant documenta-tion (i.e. reverse flow transportation contract, access procedure to electronic auction-ing platform) will be provided by FluxSwiss in due time to parties having requested it and will be published on the FluxSwiss website at the same time.

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4.3. Fluxys TENP Capacity Offer and Allocation Process

2 scenarios leading to 2 levels of reverse flow capacity are proposed in Germany. The base case scenario offers 10.4 GWh/h at Wallbach on the Swiss-German border, of which: 3.5 GWh/h conditional freely allocable would be created in the NCG market area, 1.9 GWh/h would be created for delivery to the Virtual Trading Point (VTP) of the

Gaspool market area, 2.5 GWh/h for exit from the Gaspool market area at the Eynatten cross-border in-

terconnection point on the German-Belgian border 2.5 GWh/h would be available at the VTP of the NCG market area in competition

with the FZK capacities in Bocholtz.

In the high case scenario through the Bretella a total exit capacity of 11 GWh/h – in-stead of 2.5 GWh/h as planned under the base case scenario – would be created at the Eynatten interconnection point with Belgium. In connection with this measure the en-try capacity at the Wallbach point would be expanded to 18.9 GWh/h instead of 10.4 GWh/h under the base case scenario. The capacity expansion measures planned in the wake of the reversal of TENP and described above could be implemented in the coming years (2014 to 2016), with the physical reverse flow and the newly created capacities being fully available from 1 January 2017. However, in the course of the phased expansion and reversal of TENP under the base case scenario it is currently being planned to make available 2.2 GWh/h to the NCG market area as early as by 1 January 2016 The capacities will be allocated through an auctioning mechanism through the Trac-X platform or through the European capacity platform that will replace Trac-X in the course of 2013. The exact date of the auctioning will be precised in due time because of the change of the KARLA requirements to the EU CAM requirements for auctioning calendars. Out of the technical available capacity described above 80% will be auctioned on a long term basis (15 years) in yearly tranches. The 80% is based on the capacity at the mar-ket interconnection points, not on the products offered at these points. As an example, if there is 5 GWh/h available at a connection point, of which 3 GWh/h FZK and 2 GWh/h bFZK, then the total capacity available will be 4 GWh/h, regardless of the type of prod-uct. Prior to the auctioning session, shippers are invited to submit a binding commitment for the capacities they want to secure. Between the end of the binding commitment phase and the auctioning, available capacities might be adjusted based on the availa-bility of capacities in adjacent grids. The maximum reserve price for the auctioning of the capacity is indicated in the specific Fluxys TENP GmbH Information Memorandum.

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If the actual reserve price would be higher than the price indicated in this document, shippers are not obliged to bid anymore on the capacities. For more specific information on the allocation process, products and prices, we refer to the specific Information Memorandum on the Investment and Capacity Expansion Measures planned by Fluxys TENP GmbH which is available on Fluxys TENP website (http://www.fluxys.com/tenp).

4.4. Fluxys Belgium Allocation Process

At the moment of launching this Joint Information Memorandum, there is enough ca-pacity available in Fluxys Belgium’s current system to accommodate both the base and high case scenarios of Fluxys TENP GmbH. The allocation of capacities will therefore follow the standard allocation rules as de-scribed in the Access Code for Transmission and approved by the Belgian federal en-ergy regulator CREG.

5. Indicative timetable

20 December 2012 Launch of the Joint Information Memorandum 7 February 2013 Deadline to submit binding commitments to Fluxys TENP End of February 2013 Communication on Fluxys TENP Allocation Process Early March 2013 Capacity auctioning and allocation by FluxSwiss (exact date

will be communicated in due time) May 2013 Capacity allocation by Snam Rete Gas subject to the Net-

work Code approval process (exact date will be communicated in due time)

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6. Points of contact

Any request for additional information or questions in relation to the Project and/or to this Joint Information Memorandum should be addressed to: Snam Rete Gas Piazza Santa Barbara 7 20097 San Donato Milanese (MI) Italy e-mail : livia.napolano@snamretegas.it FluxSwiss via della Posta, 2 6900 Lugano SWITZERLAND e-mail: info@FluxSwiss.com Fluxys TENP GmbH Martin Luther Platz 28 40212 Düsseldorf Germany e-mail : erik.vennekens@fluxys.com Fluxys Belgium SA Avenue des Arts, 31 1040 Brussels Belgium e-mail : info.transport@fluxys.com

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7. Disclaimer

This Joint Information Memorandum is publicly disclosed to the market for infor-mation purposes only. This document does not therefore constitute any commitment by the TSOs to offer or allocate a final product, new interconnection capacity, any ser-vice and/or develop any infrastructure. Any and all interested parties, in their capacity as professional operators, shall be re-sponsible for seeking to obtain the accurate and relevant information needed for their own assessment and decision to respond to the invitation to subscribe contained in this Joint Information Memorandum. Snam Rete Gas, FluxSwiss, Fluxys TENP and Fluxys Belgium hereby disclaim all re-sponsibility for changes to the implementation of the development as presented in this Joint Information Memorandum. Such changes may result from amongst others fi-nancial and regulatory constraints defined by the competent regulatory and/or public authorities. Additionally, the information contained in this Joint Information Memorandum is for indicative purposes only and should not be considered to give rise to any contractual relationship between Snam Rete Gas, FluxSwiss, Fluxys TENP or Fluxys Belgium (or any of their affiliated entities) and any interested party.