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• The new share capital of Skyrobotic will amount to Euro 2.5 million

• Removed the nominal value of shares

The Shareholders’ Meeting of Skyrobotic, a company active in the development, design, mass production and marketing of unmanned aircraft systems (UAS) in mini and micro classes for civil and commercial use and part of Italeaf the group, met today in extraordinary session, chaired by Stefano Neri, unanimously decided to transform the company from a limited liability company to a joint stock company.

At the same time, the Shareholders’ Meeting approved the proposal to proceed to the elimination of the nominal value of the ordinary shares of the Company, currently € 1.00, resulting in modification of the Bylaws.

The extraordinary meeting has finally approved a divisible capital increase to be offered to shareholders of EUR 0.5 million, through the issue of n. 1,000,000 shares of no nominal value to program the growth of the productive activities of Skyrobotic and face the certification path of their equipment at the governative agencies.

Upon completion of the capital increase, Skyrobotic will have a share capital of EUR 2.5 million fully paid.

Skyrobotic is the Italian company leader in the field of unmanned aerial systems (UAS). Established in December 2013, and parte of the Italeaf group, is active in the development, manufacturing and marketing of drones in mini and micro classes for the civil and commercial use in the professional market. With a constant focus on innovation, the company intends to achieve the leadership in the field of unmanned aircraft, taking care of the whole industrial chain, from design to system integration, right through to production turnkey platform robust, practical and effective in the field of remote sensing proximity. Skyrobotic combines the know-how and decades of experience in the field of Siralab Robotics, a company with high technological content, and the track record, operational experience and financial capacity of Italeaf, group leader in the fields of cleantech and innovative industry listed on the First North segment of NASDAQ OMX in Stockholm Stock Exchange.

Press Release_SKY_2014-12-30

Signed agreement with L&T City Real Estate Ltd, a company based in London.  The transaction reduces the NFP of the Group by about a third, with very positive impacts on economic and financial indicators

• Energia Alternativa and Solter are owners of PV assets respectively for 3.9 MWp and 3.8 MWp.

• Amount due of the sale  equal toto Euro 7.47 million

• Enterprise value of the assets equal to Euro 63.2 million

• Payment of the amount due will be made by cash by October 30, 2015

TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, has signed an agreement with L&T City Real Estate Ltd, a company based in London, for the sale of 50% of the shares held by TerniEnergia in the companies Alternative Energy Srl and Solter Srl, owners of photovoltaic plants of industrial size for the total capacity respectively of 13.9 MWp and about 3.8 MWp.

The transaction is part of the new strategy adopted by TerniEnergia Group in the energy sector, that intends to pursue the objective of strengthening the most innovative energy management activities and to enhance the industrial management of power generation plants, through debt reduction and promoving new partnerships with leading international investors in the green and renewables sectors. The agreement allows to achieve the goal of reducing the NFP of the Group by about a third, with very positive impacts on economic and financial indicators of TerniEnergia

The total amount due of the sale is equal to Euro 7.47 million. The sale price was determined on the DCF (Discounted Cash Flow) of individual companies, and in particular the of the cash flows that photovoltaic systems are able to generate excluding operating costs and the cost of debt. The enterprise value of the assets sold is approximately of Euro 63.2 million.

The payment by L&T City Real Estate Ltd will be made by cash by 30 October 2015. The transfer of the shares of Energia Alternativa and Solter are subject to conditions subsequent related to the lack of consent of the transaction expressible by the financing banks.

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus. Through Free Energia, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management. TerniEnergia, through Lucos Alternative Energies, operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy. TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

Press Release_TE-2014-12-24

• Umberto Paparelli appointed as Vice President

• Sergio Agosta appointed Director in charge of the internal control system and risk management

• Performed the self-assessment procedure on the composition of the Board of Directors

The Board of Directors of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, met today for the first time after the expansion from 7 to 9 members approved by the Shareholders’ Meeting.

The Board of Directors in accordance with the Corporate Governance Code published by Borsa Italiana and following the changes that occurred in the components of the administrative body, made the self-assessment procedure, expressing positive judgment about the adequacy of its size, its composition, the type and variety of skills and experience as a whole, of its operation and and the one of the committees set up within the Company.

The Board of Directors has also verified the existence of the independence requirements in accordance with the Code of Conduct for listed companies and the verification of the requirements of the regulations in force related to its components (in number of 9, 3 of which – Domenico De Marinis, Mario Mauro Molteni and Paolo Ottone Migliavacca – meet the requirements of independence pursuant to art. 148 ter of the TUF and those provided for by the Code of Conduct of Borsa Italiana SpA).

The Board appointed Sergio Agosta as Director in charge of the Internal Control System and Risk Management.

The Board of Directors proceeded to attribute responsibilities and powers to the new executive directors and the appointment of the director Umberto Paparelli to Vice President.

In particular, to the Managing Director Umberto Paparelli (Vice President) was given the responsibility relating to:

• Management and development of the environmental and waste management plants in the industrial area of Nera Montoro (TR), the corporate system of safety and environmental protection related to the business line Cleantech.

To the Managing Director Sergio Agosta was given the responsibility relating to:

• Ordinary administration alongside the CEO Stefano Neri.

Press Release_TE-2014-12-16

Mr Sergio Agosta and Mr Umberto Paparelli appointed as board members

The Shareholders’ Meeting of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, met today in ordinary session under the chairmanship of Mr Stefano Neri.

The Shareholders’ Meeting, in perspective of the proof changes in the Company corporate structure and activities as a result of the acquisition of Free Energia Group and considering the strategical, managerial and organizational changing needs, approved to increase the number of the Board Directors from the current seven members to nine members, subject to the maximum limit of eleven members, set by the ByLaws, and proceeded to appoint as directors dr. Sergio Agosta and dr. Umberto Paparelli.

Biographical notes of the Directors indicated by the Board of Directors

Sergio Agosta was born in Novara in 1965. He served until 2013 as Director of the Energy Industrial Area of Acea SpA, coordinating the entire energy chain of Acea Group engaged in manufacturing, trading and sale of electricity and gas. From 2003 to 2009 he was the CEO of GME – Gestore del Mercato Elettrico SpA, a public company that manages the electricity markets. From 1994 to 2003 he was General Director of the Enertad Group, listed on the Milan Stock Exchange, one of the first Italian groups to operate in an integrated way in the supply chain waste-environment-production of electricity, operating successfully in Italy and abroad. During the period he was also the CEO of the TAD Holding Group. He was a member of the Board of Falck S.p.A. and Acciai Speciali Terni S.p.A.. He was a Senior Associate M&A of the Law Firm NCTM – Negri Clementi, Toffoletto, Montironi e Associati in Milan, member of the team of the Legal and M&A Directorate of Akros Finance SpA. Degree in Law at the University of Milan, participated to the “Summer School” at the London School of Economics and to the “Advanced Executive Programme”, a specialized course general management for high-potential executives of the London Business School.

Umberto Paparelli was born in Narni (TR) in 1953 and he is Chairman and CEO of Free Energia SpA. Since 2003 he has held the positions of Chairman and/or CEO in various companies, primarily in the energy sector, with whom he collaborated in development projects and reorganization and revitalization. From 2005 to 2010 he was Managing Director and General Manager of Scandolara SpA, a global leader in European primary packaging industry, taking care of internationalization (Russia, Switzerland and Slovakia) and managing the entry in the share capital of the company of a leading bank. From 1978 to 2003 he worked with increasing responsibility in the german multinational corporation SGL Carbon Group, initially in the Internal Auditing and Controlling, then at the top of Global Supply Chain Management and Personnel Management, becoming a member of the Management Committee. Degree in Political Science at the University of Rome “La Sapienza”, with post-graduate training in the years 1978 and 1979 in Information Systems (Siemens Data – Milan) and Planning and Control (SDA Bocconi – Milan).

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus. Through Free Energia, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management. TerniEnergia, through Lucos Alternative Energies, operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy. TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

Press Release_TE-2014-12-15

• The new share capital of Skyrobotic is now of Euro 2 million
• Italeaf rises to 70% of the company through the contribution in kind of industrial buildings with a total area of around 1,200 square meters, which will constitute the largest Italian center for the development and industrial production of drones
• Siralab Robotics conferred the business branch related to the design and production of the unmanned surface vessel “Trasibot”
• Scheduled a new Extraordinary Shaareholders’ Meeting in 2014 for a further capital increase in cash of Euro 0.5 million and the transformation of Skyrobotic in SpA (joint-stock company)

 The Extraordinary Shareholders’ Meeting of Skyrobotic, active in the development, design, industrial production and marketing of unmanned aircraft systems (UAS) in small and micro classes for civil and commercial use, part of the Italeaf group, has unanimously approved today a capital increase to be subscribed in kind for a total of EUR 0.97 million.

In particular, Italeaf S.p.A. subscribed the capital increase through the contribution of industrial buildings with a total area of around 1,200 square meters, for a value of Euro 0.87 million, which will constitute the largest Italian center for the development and industrial production of drones; while Siralab Robotics has transferred its business branch related to the research, design, development, engineering and construction of the robotic ship TrasiBot Unmanned Surface Vessel (USV) for a value of Euro 0.1 million.

Following the capital increase, the share capital of Skyrobotic is Euro 2 million with the following shareholders structure: Italeaf S.p.A. 70%, Siralab Robotics S.r.l. 30%.

The transactions will allow to put Skyrobotic in an optimal condition to grow in a consistent and fast way in the promising field of industrial production of unmanned aircraft systems for civil and commercial use, and to work with a product in the technological sector of the naval drones, already prototyped and tested.

By the year 2014 will be convened a new Extraordinary Shareholders’ Meeting to approve a further capital increase in cash for an amount of Euro 0.5 million and the transformation of Skyrobotic in S.p.A. (joint-stock company).

Skyrobotic Srl, with a share capital of 1.03 million Euros, is the Italian company leader in the field of unmanned aerial systems (UAS). Established in December 2013, and parte of the Italeaf group, is active in the development, manufacturing and marketing of drones in mini and micro classes for the civil and commercial use in the professional market. With a constant focus on innovation, the company intends to achieve the leadership in the field of unmanned aircraft, taking care of the whole industrial chain, from design to system integration, right through to production turnkey platform robust, practical and effective in the field of remote sensing proximity. Skyrobotic combines the know-how and decades of experience in the field of Siralab Robotics, a company with high technological content, and the track record, operational experience and financial capacity of Italeaf, group leader in the fields of cleantech and innovative industry listed on the First North segment of NASDAQ OMX in Stockholm Stock Exchange.

Press Release_SKY-2014-12-10

The Board of Directors approved the results as of September 30th, 2014. Net profit Euro 5,7 million (€ -0,1 million as at September 30, 2013)

• Revenues amounted to € 33,6 million (€ 3,2 million as at September 30, 2013)
• EBITDA amounted to € 15,1 million (€ 1,1 million as at September 30, 2013)
• EBIT increased to € 7,7 million (€ 0,6 million as at September 30, 2013)
• Ebitda Margin 45,2% (34,8% as at September 30, 2013)
• Net working capital amounted to € 35,6 million
• Shareholders’ Equity increased to € 62,3 million (€ 19,4 million as at September 30, 2013)
• NFP of € 174,1 million

 The board of directors of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North, has approved today the interim report as of September 30, 2014.

Financial highlights*

 *The data consolidated till September 30^st 2014 include the economic results of TerniEnergia Group, that, starting from the date of effectiveness for the division of Terni Research in Italeaf, it has entered into the perimeter of consolidation of the Italeaf Group.

The CEO of Italeaf, Ms Monica Federici, stated:

“In the third quarter we took strides forward in our main company builder development projects. In particular, we are ready to start the industrialization activity for Skyrobotic, active in the development and production of small and micro drones for civil and commercial use, and to improve the strategic guidelines for the international growth of Wisave, that has completed the prototyping of its smart device for the thermal control in the internet of things field. With the strategic repositioning of TerniEnergia Group, following the acquisition of Free Energia and the business development in the areas of energy management and the energy efficiency, Italeaf will benefit from the new market opportunities of the “smart energy company” in highly competitive fields.  We are confident that this strategic approach is appropriate to produce positive effects regardind the industrial and financial results in the current context, helping to consolidate the positive end of the year”.

The Financial Statements will be published on the Company’s website.

Press Release_INTERIMREPORT-2014-11-28

Italeaf invests in the Italian leader start up in the field of unmanned aerial systems for civil and commercial use

• The Board of Directors approves the proposal of three distinct transactions to increase the share capital partly in kind and partly in cash and the conversion into a joint-stock company
• The transactions are oriented to provide to Skyrobotic the financial and industrial resources to grow in the market for unmanned aircraft systems
• Italeaf will provide to the company an industrial building with a total area of about 1,200 square meters, which will be the largest Italian plant for the development and industrial production of drones
• The co-founder company Siralab Robotics will provide the know-how relating to the design of naval unmanned system named “Trasibot”
• The board of directors gave to the Chairman, Stefano Neri, the mandate to convene the Extraordinary Shareholders’ General Meetings to decide on capital increases

The board of directors of Skyrobotic, active in the development, design, industrial production and marketing of unmanned aircraft systems (UAS) in small and micro classes for civil and commercial use, part of the Italeaf group, has approved today the proposal to the Extraordinary Shareholders’ Meeting of three separate transactions to increase the share capital up to a maximum of EUR 1.6 million and proposed the conversion of the company from Srl in S.p.A. (joint-stock company).

The Chairman of Italeaf and Skyrobotic, Mr Stefano Neri, stated:

“With these transactions, Skyrobotic will make a further step towards the birth of one of the most important Italian players in the drone industry, active in the industrial production of aircraft systems and unmanned ships, in line with the certification requirements established by the regulations of reference. The Shareholders’ Meeting, in order to give the green light to the capital increases and the transformation into a joint stock company, will be convened before the end of this year. We are confident that Skyrobotic will confirm its vocation for value creation and growth in the production of drones for civil and commercial use, taking care of the whole industrial chain, from design to the system integration, right through the turnkey production. The company dominates, in fact, all aspects of industrial and technological skills: aerodynamics, avionics, navigation functions and automatic control of the mission, in line with the relevant legislation and with the necessary certifications to ensure maximum reliability, security and privacy”.

In particular, the capital increases, partly in cash and partly in kind, shall be paid:

– from Italeaf S.p.A. (up to a maximum of EUR 1.5 million), through the contribution in kind of an industrial building with a total area of around 1,200 square meters and through a contribution in cash divisible, to be offered to shareholders, for a value of Euro 0, 5 million;

– From Siralab Robotics for a maximum amount of EUR 0.1 million through the contribution in kind of the know-how related to the project of the unmanned ship vehicle called Trasibot.

The transcations will allow to put Skyrobotic in an optimal condition to grow in a consistent and fast way in the promising field of industrial production of unmanned aircraft systems for civil and commercial use, and to work with a product in the technological sector of the naval drones, already prototyped and tested. Through the capital increases the company will reach, in fact, a solid capital base to face the challenge of the international market and to achieve the ambitious industrial programs to acquire a leadership of the Italian industry.

In particular, thanks to the capital increase in cash, Skyrobotic can now program the growth of productive activities and deal with the certification of its devices, while the industrial estate conferred by Italeaf will constitute the largest Italian development and industrial production plant for drones in small and micro classes. The conferment of the aquatic robot by Siralab Robotics, technological co-founder of the company, will also allow the entry of Skyrobotic, with a project already tested and used by public institutions for the protection and preservation of the environment, even in the promising market of the ship drones.

The Board gave to the Chairman, Stefano Neri, the mandate to convene the Extraordinary General Shareholders’ Meetings to decide on the capital increases before the December 31, 2014.

Press Release_SKY-2014-11-17

Net profit Euro 6.3 million, significant increase for EBITDA and margins. Green light to the proposed expansion of the Board of Directors from 7 to 9 members, with an indication of Mr Sergio Agosta and Mr Umberto Paparelli for the appointment of managing directors by the General Shareholders’ Meeting

• Revenues of 32.4 million (Euro 45.9 million as at September 30, 2013)

• EBITDA of Euro 15.3 million, +71% (Euro 8.9 million as at September 30, 2013)

• Ebitda Margin 47.3% (20% as at September 30, 2013)

• EBIT of Euro 6.3 million, +4% (Euro 6 million as at September 30, 2013)

• Net Profit of Euro 1.2 million (Euro 5.4 million as at September 30, 2013)

• NFP of Euro 155.6 million, Euro 16.7 million of which in short time (Euro 135.2 million as at 31/12/2013, Euro 18.2 million of which in short time)

• Net Equity amounted to Euro 55.5 million (53.9 million as at 31/12/2013)

The Board of Directors of TerniEnergia, a smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of Borsa Italiana and part of Italeaf Group, approved today the interim financial report as at September 30, 2014..

Stefano Neri, Chairman and CEO of TerniEnergia, commented as follows:

“The Group’s results for the third quarter confirm an underlying trend in line with the goals that we have anticipated to the financial community for the full year 2014, with an expected net profit of approximately Euro 6 million and the target of a reduction of the NFP of around a third. With the strategic repositioning of TerniEnergia Group, following the acquisition of Free Energia and the business development in the areas of energy management and the energy efficiency, we set and already started a new phase of growth as “smart energy company” with increasing opportunities in highly competitive markets. We are confident that this strategic approach is appropriate to produce positive effects regardind the industrial and financial results in the current context, helping to consolidate the positive end of the year”.

CONSOLIDATED RESULTS AS AT SEPTEMBER 30, 2014

The Net revenues amounted to Euro 32.4 million (Euro 45.9 million as at September 30, 2013) with a decrease in prevalence attributable to the drop of the revenues from photovoltaic EPC. The contribution of the environmental sector and the power generation activity, characterized by high margins and a long-term visibility, is equal to approximately 56% of total revenues in growth compared to the same period of 2013.

The EBITDA amounted to Euro 15.3 million (+71%) compared to Euro 8.9 Million recorded as at September 30, 2013. The EBITDA Margin was 47.3%, with a significant increase compared to the same period of 2013 (19.51%)

Net operating income (EBIT) amounted to Euro 8.3 million (Euro 4.4 million as at September 30, 2013), an increase of 90%, after amortization amounted to Euro 5.9 million related to growth of the number of PV plant in full ownership (Euro 4.6 million as at 30 September 2013) and depreziations of intangible assets consist of licenses acquired in previous years for the construction of photovoltaic plants, for a total of Euro 1.1 million.

Net income, that includes the share of profit generated from the activity of JV, amounted to Euro 6.3 million, benefiting of income tax resulting from the application of the so-called “Tremonti Ambientale” to certain subsidiaries holders of utility scale PV plants. Net income as at September 30, 2013 was Euro 6 million.

The Net Financial Position amounted to Euro 155.6 million (Euro 135.2 million at 31/12/2013). The non-current net financial position is Euro 138.9 million, and includes the the bond issue carried out in February 2014. The short-term NFP is Euro 16.7 million (Euro 18.2 million as at 31/12/2013).

The net equity amounted to Euro 55.4 million (Euro 53.9 million at 31/12/2013), while the Fixed Assets amounted to Euro 183.1 million, of which € 155.8 million related to tangible fixed assets. The short-term NFP/net equity ratio, equal to 0. 3x improves appreciably and constantly, consolidated in full security area.

INDUSTRIAL RESULTS AS AT SEPTEMBER 30, 2014

The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 273, with an aggregate capacity of approximately 284.1 MWp (33.3 MWp in full ownership and 5.8 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to around 44 million kWh. For the full year 2014 it is estimated that the PV assets owned by the Company will ensure a production of over 60 million kWh. In the environmental sector are operating a treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE PERIOD

Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due 2019″

October, 11, 2014 – The Noteholders’ Meeting expressed the approval to the share capital increase of TerniEnergia SpA, with the exclusion of option rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code which is reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company engaged in the trading and energy efficiency. The General Meeting approved the amendments to the financial covenants provided pursuant to art. 8 (vii) of the Terms and Conditions of the Notes, to support the repositioning of the TerniEnergia Group’s business.

Shareholders’ Meeting of TerniEnergia SpA

October, 13, 2014 – The Shareholders’ Meeting approved the proposal of a capital increase with the exclusion of the option rights, reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company active in the trading and energy efficiency sectors. The issue price of the new shares amounts to Euro 2.26 per share. Countervalue of the transaction amounts to Euro 15 million for 100% of the shares of Free Energia SpA. The Shareholders’ Meeting approved the buy-back plan.

Launched share buy-back programme

October, 17, 2014 – Pursuant to art. 144-bis, clause 3, Consob Regulation 11971/1999 (“Issuers’ Regulation”), TerniEnergia S.p.A. launched a share buy-back programme for a total of 2.656.720,ordinary treasury shares (6% of the share capital as it was before the share capital increase resolved by the extraordinary General Shareholders’ Meeting on 13 October 2014), as authorized by the Ordinary Shareholders’ Meeting held on 13 October 2014. The programme allows the Company to carry out investment operations and to set up of a pool of securities, directly or through intermediaries, as allowed by current legislation.

Registered in the Companies Register the resolution to the capital increase for the acquisition of Free Energia SpA

October, 21, 2014 – Registered in the Companies Register the resolution to the capital increase for the acquisition of Free Energia SpA approved by the Extraordinary Shareholders’ Meeting on October 13, 2014. Subscribed to 96.63% the divisible share capital increase of TerniEnergia reserved to Free Energia S.p.A. shareholders, a company operating in the energy management and energy efficiency fields. In relation to the capital increase, Free Energia’ shares were conferred for a number equal to 96,63 % of the share capital of the company  in order to finalize the transaction.

Disclosed the new strategic lines, comes the first Italian “Smart energy company”

October, 31, 2014 – TerniEnergia disclosed the evolution of the strategic lines, towards the new Strategic Plan post-Acquisition of Free Energia SpA,, to the Italian financial community. The presentation took place in Milan, in Borsa Italiana, during the workshop “Smart to restart industry” organized by Italeaf Group, holding company and the first Italian company builder, main shareholder of TerniEnergia. The Group aims to maintain a solid financial balance and confirms a dividend policy-oriented to the shareholder remuneration. The target net income for the current year is approximately EUR 6 million. TerniEnergia has confirmed its intention to reduce the NFP in the current year (2014) by around a third. The development of a new organizational structure will be based on 4 business lines: Technical Services, Cleantech, Energy saving and Energy management.

BUSINESS OUTLOOK

The global market for photovoltaic and environmental sectors is characterized by a global high growth of investments and demand. As regards the internal market, it is published in the Italian Official Gazette the operating decree for the so-called “Spalma-Incentivi”, for PV systems over 200 kW. TerniEnergia, while confirming the profitability of the owned PV plants, has decided to take legal action to bring out the principles of unconstitutionality of the law and protect the interests of the Company and its shareholders. The Group also intends to pursue a policy of enhancement of the portfolio plants, maintaining their management, seizing the opportunities guaranteed by the secondary market and the objective of a reduction of the NFP by around a third during the year.

In the photovoltaic sector, TerniEnergia will continue to pursue growth in installed capacity, looking at those markets with stable regulatory systems and high economic growth. In addition, the Group is constantly looking for new opportunities in countries with high potential for reliability, increasing the geographic diversification of its operations.

Regarding the order backlog in South Africa, for an amount of approximately Euro 147 million, the Group is awaiting the decision of the South African authorities for the opening of the sites. The Company also continues to monitor the progress of the so-called IV BID phase of the South African government, that includes the construction of eight photovoltaic plants with a total capacity of over 500 MWp, in which TerniEnergia been identified as EPC contractor for a further two potential orders.

In the short term, the Group – as a result of the acquisition of Free Energia SpA, active in energy management field with 1.3 TWh of electricity delivered to customers energy-intensive and/or consolidated re-sellers – will start the integration completing downstream the energy value chain, resulting in increased revenue and diversification of the business. With the development of the activities of Lucos Alternative Energies, the integration of the new activities will potentially strong synergies and business opportunities, which will be the basis for a strong growth in energy efficiency and the enhancement of power generation from renewable sources.

TerniEnergia, with the goal of creating the first Italian industrial “Smart energy company”, will pursue the development of the organizational structure through 4 functional business lines: Technical Services; Cleantech; Energy saving; Energy management.

The Company will also continue the process of strengthening the scope of the environmental asset, completing a new facility for the treatment and recovery of “secondary raw material” from end of life tires in Northern Italy, at Borgo Val di Taro (PR). Finally, it is completed the process of environmental impact assessment (VIA) for the new treatment plant of industrial waste fluids in Nera Montoro (TR), for which consequently is upcoming the release of the Integrated Environmental Authorization (AIA).

FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors of TerniEnergia stated favorably about the value audit, pursuant to art. 2343-quater of the Italian Civil Code, referred to the transfer of the shares of Free Energia SpA received as a coverage of the share capital increase of TerniEnergia. In particular, the Board has approved the report stating that in the period following the execution of the Shareholders’ Meeting of October 13, 2014 which approved the capital increase by contribution in kind, there have been no exceptional circumstances that have affected the price of the shares contributed in a way that significantly change the value of such assets at the date of registration of the resolution referred above. The Council also expressed a favorable opinion on the requirements of professionalism and independence of the expert who made the evaluation in accordance with the art. 2342-ter, second paragraph, of the Italian Civil Code.

The Board of Directors, finally, in perspective of the proof changes in the Company corporate structure and activities as a result of the acquisition of Free Energia Group and considering the strategical, managerial and organizational changing needs, approved to propose to the Shareholders’ Meeting the increase of the number of the Board Directors from the current seven members to nine members, subject to the maximum limit of eleven members, set by the Articles of Association. The Board granted to the Chairman Stefano Neri the authority to proceed to convene an Ordinary Shareholders’ Meeting, taking into account the mode of appointment prescribed by law and the Articles of Association, to vote on increasing the number of directors and proceed to their appointment, to fix the term of their office and the related remuneration. The Board of Directors has shared an indication as candidates for executive directors of dr. Sergio Agosta and dr. Umberto Paparelli.

Biographical notes of the Directors indicated by the Board of Directors

Sergio Agosta was born in Novara in 1965. He served until 2013 as Director of the Energy Industrial Area of Acea SpA, coordinating the entire energy chain of Acea Group engaged in manufacturing, trading and sale of electricity and gas. From 2003 to 2009 he was the CEO of GME – Gestore del Mercato Elettrico SpA, a public company that manages the electricity markets. From 1994 to 2003 he was General Director of the Enertad Group, listed on the Milan Stock Exchange, one of the first Italian groups to operate in an integrated way in the supply chain waste-environment-production of electricity, operating successfully in Italy and abroad. During the period he was also the CEO of the TAD Holding Group. He was a member of the Board of Falck S.p.A. and Acciai Speciali Terni S.p.A.. He was a Senior Associate M&A of the Law Firm NCTM – Negri Clementi, Toffoletto, Montironi e Associati in Milan, member of the team of the Legal and M&A Directorate of Akros Finance SpA. Degree in Law at the University of Milan, participated to the “Summer School” at the London School of Economics and to the “Advanced Executive Programme”, a specialized course general management for high-potential executives of the London Business School.

Umberto Paparelli was born in Narni (TR) in 1953 and he is Chairman and CEO of Free Energia SpA. Since 2003 he has held the positions of Chairman and/or CEO in various companies, primarily in the energy sector, with whom he collaborated in development projects and reorganization and revitalization. From 2005 to 2010 he was Managing Director and General Manager of Scandolara SpA, a global leader in European primary packaging industry, taking care of internationalization (Russia, Switzerland and Slovakia) and managing the entry in the share capital of the company of a leading bank. From 1978 to 2003 he worked with increasing responsibility in the multinational corporation SGL Carbon Group, initially in the Internal Auditing and Controlling, then at the top of Global Supply Chain Management and Personnel Management, becoming a member of the Italian Board of Directors. Degree in Political Science at the University of Rome “La Sapienza”.

Declaration of the Officer responsible for preparing the corporate accounting documents

The Officer appointed for the preparation of accounting and corporate documents, Dr. Paolo Allegretti, states, pursuant to paragraph 2 of art. 154-bis of the consolidated Financial Act, that the accounting information that is contained in this press release corresponds to the results contained in the documents, books, and accounting records.

Deposit of documents

Please note that the Interim Financial Report as at June 30, 2014 of the Group TerniEnergia approved by the Board of Directors of TerniEnergia today, will be available to the public, together with the report of the independent auditors, in the manner and within the time provided by law.

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus. Through Free Energia, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management. TerniEnergia, through Lucos Alternative Energies, operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy.

TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A.

Press Release_TE-2014-11-14

Andrea Falchetti – CEO Incube srl / Head of Investment Banking and Structured Finance SME Banca IMI

Federico Zacaglioni – Head of Corporate Communication Italeaf

Michele Feroli – Managing Director Skyrobotic

Luciano Tommasi – Project Manager Enel Lab

Franco Gaudenti – Managing Partner EnVent Independent Financial Advisor

After the acquisition of Free Energia and the chancing in the macroeconomic and sector scenarios, the Group is focusing on developing business with cash flow generation in Italy and the consolidation of the international development

• Net income for 2014 expected to around Euro 6 million.

• Confirmed the dividend policy and the reduction of around one-third of the Net Financial Position

• 4 new business lines: Technical Services, Cleantech, Energy Saving and Energy Management

TerniEnergia SpA, active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of Borsa Italiana and paart of Italeaf Group, disclosed today the evolution of the strategic lines, towards the new Strategic Plan post-Acquisition of Free Energia SpA,, to the Italian financial community.

The presentation took place in Milan, in Borsa Italiana, during the workshop “Smart to restart industry” organized by Italeaf Group, holding company and the first Italian company builder, main shareholder of TerniEnergia.

Financial targets

The Chairman and CEO of TerniEnergia, Stefano Neri, announced that in 2014, the Group aims to maintain a solid financial balance and confirms a dividend policy-oriented to the shareholder remuneration.

The target net income for the current year is approximately EUR 6 million. TerniEnergia has confirmed its intention to reduce the NFP in the current year (2014) by around a third.

Strategic guidelines towards the new TerniEnergia Business Plan

The guidelines for strategic development anticipated by Fabrizio Venturi, Managing Director of TerniEnergia, and Umberto Paparelli, Chairman and CEO of Free Energia, include:

– Launch of the first Italian industrial “Smart energy company”, through the integration of the energy value chain from the renewable power generation, to the development of PV utility scale plants abroad, to the energy efficiency activity through innovative technologies, up to energy and waste management;

– Development of a new organizational structure based on 4 business units:

Technical Services – Power generation from renewable sources (photovoltaic), in a sustainable and economically competitive way, activities of EPC and O&M;

Cleantech – Efficient management of energy and materials recovery plants from waste and marginal resources (biodigestion and pyrogasification, ELT treatment, water remediation) and start of new business of management of vegetable oil burning power plants and trading of vegetable oil.

Energy saving – Solutions for Energy Efficiency in the lighting and industrial sectors with highly innovative technologies, Esco (through third party financing) and Espco (EPC and consulting) through the Lucos Alternative Energies subsidiary, directly managed by Free Energia (Pierluigi Cernieri Umberto Paparelli and Salvatore Pelleriti).

Energy management – Sales of Energy to energy intensive customers, software and services for energy management, administrative, financial and credit management.

The slides of the workshop “Smart to restart industry” are available on the Company’s website in the Investor Relations section at: http://www.ternienergia.com/index.php/presentazioni-2/

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

TerniEnergia, through Lucos Alternative Energies, operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy.

Through Free Energia, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management.

TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

Press Release_TE-2014-10-31