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ITALEAF:  TerniEnergia continues to increase the value from its photovoltaic assets

• Sold 50% of the shares of the SPV DT Srl, that owns a PV plant of 1 MWp capacity
• The transaction counter value for the 50% of the shares amount to Euro 0.5 million to be paid in cash by AEGA ENERGY PRIMA AS

 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, as part of its strategy to increase the value of its photovoltaic assets, has signed agreements for the sale to AEGA ENERGY PRIMA AS (a Norwegian fund) of 50% of the share capital of DT Srl, owner of a utility scale PV plant for an installed capacity of around 1 MWp capacity.

The total price of the sale has been agreed between the parties to Euro 0.5 million for the 50% of the share capital, paid by AEGA ENERGY PRIMA AS in cash.

Net Profit amounted to Euro 6.2 million, proposed dividend of Euro 0.065 p.s.

• Revenues of Euro 95.2 million, +42% (Euro 67 million as at 31/12/2013)
• EBITDA mounted to Euro 18 million, + 45% (€ 12.4 million as at 31/12/2013) with EBITDA margin at 18.93% (18.5% as at 31/12/2013)
• EBIT amounted to Euro 8.4 million, + 68% (Euro 5 million as at 31/12/2013)
• Net profit amounted to Euro 6.2 million, -9% (Euro 6.8 million as at 31/12/2013)
• NFP of Euro 108 million, Euro 20.3 million of which in short term (Euro 155.6 million as at 30/09/2014, Euro 16.8 million of which in short term)
• Net equity amounted to Euro 71.5 million, +33% (Euro 53.8 million as at 31/12/2013)
• Proposed a dividend increased than the one paid in the last two years

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, approved today the draft financial statements and the consolidated financial statements as at December 31, 2014.

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

“Despite the attention of TerniEnergia is now completely on to the implementation of the new business plan, the approval of the 2014 financial statement is the last act of the period of uncertainty related to the crisis of the photovoltaic sector in Italy. The company has shown remarkable ability to adapt to new conditions and handled with positive results the transition to the new business model. The start of the construction sites of two “giant” photovoltaic plants in South Africa, the visibility of energy management activities and the performance in the first months of full operation of the new organization, reflect results in line with the expectations of the new plan “Fast on the smart energy road”. This positive performance justifies a dividend of Euro 0.065 per share, with a return for shareholders higher than the one of the last two years”.

CONSOLIDATED RESULTS AS AT DECEMBER 31ST, 2014

Revenues amounted to EUR 95.2 million, showing a growth of 42% compared to December 31, 2013 (Euro 67 million). The increase is mainly attributable to the consolidation of the results of Free Energia, following the dedicated capital increase ended October 21, 2014. Also the revenues from the management of photovoltaic systems (Photovoltaic Power Generation), as a result of the consolidation of facilities previously held in the JV, and from the business line “Cleantech” has registered a significant increase, compared to the corresponding period of 2013.

EBITDA amounted to Euro 18 million, with a significant increase (+ 45%) compared to December 31, 2013 (Euro 12.4 million). The EBITDA margin is equal to 18.93%, with an increase compared to 2013 (18.5%).

Net operating income (EBIT) amounted to Euro 8.4 million (Euro 5 million at December 31, 2013), after depreciation, amortization and impairment losses of Euro 9.6 million (Euro 7.4 million in 2013).

Net profit, which includes the share of results from the activity of photovoltaic JV, amounted to Euro 6.2 million, also benefiting from a tax income resulting from the so-called “Tremonti Ambientale” to certain subsidiaries that hold PV plants. Net income as at December 31, 2013 was Euro 6.8 million (-9%).

The net financial position amount to Euro 108 million (Euro 135.2 million at 31/12/2013). The non-current NFP is Euro 87.7 million, while the net financial position in short term amounted to Euro 20.3 million. The NFP as at September 30, 2014 was Euro 155.6 million. The reduction of about a third of the NFP has been possible thanks to the sale of 50% of the equity shares in Alternative Energy and Solter, owners of PV plants of industrial size. The NFP/Net equity ratio (Gearing ratio 151%), equal to 1.51x, improves significantly (2.51x as at 31/12/2013) in line with the expectations of the industrial plan.

The Net Equity amounted to Euro 71.5 million, with an increase of 33% (Euro 53.8 million at 31/12/20113), while the Fixed assets amounted to Euro 150.5 million, of which Euro 91.9 million referring to tangible assets.

The Board of Directors approved the proposal to the Shareholders’ Meeting about the distribution of a gross dividend of Euro 0.065 per share, corresponding to a payout ratio of 46.2% on consolidated net profit. The dividend will be paid on May, 18, 2015, and the relevant coupon No. 6 shall be separated on May, 20, 2015.

INDUSTRIAL RESULTS AS AT DECEMBER 31, 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 (15,8 MWp in full ownership and 23,3 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 56 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).

During the period the Group Free Energia has managed 800 GWh of energy for energy-intensive customers, of which 220 GWh in the fourth quarter. The industrial results of Free Energia SpA are considered in the consolidated TerniEnergia results from 20/10/2014, the effective date of acquisition.

TERNIENERGIA SPA’ RESULTS AS AT DICEMBER 31, 2014

Net revenues amounted to Euro 17.7 million (Euro 35.6 million as at 31/12/2013). The gross operating margin (EBITDA) amounted to Euro 5.7 million (Euro 2.8 million as at 31/12/2013). The net result amounted to Euro 1.7 million (Euro 1.9 million as at 31/12/2013).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF FINANCIAL YEAR

The Board approves the Group’s business plan 2015-2017 “Fast on the smart energy road”

February 9, 2015 – The Board of Directors of TerniEnergia approved the business plan 2015/17 “Fast on the smart energy road ” and updated the 2014 forecast of the Group. Proposed the introduction of the vote increased to enhance growth through acquisitions and strengthening the implementation of the program to purchase treasury shares. The plan provided for: new organizational structure, completion of the merger of Lucos in TerniEnergia, diversification of the generation of revenue and EBITDA resulting in risk reduction, integration of activities to complete the energy value chain. The plan also provide possible M&A in the Gas&Power, even abroad, and in the field of “smart technologies”. Investments 2015-17: Euro 54 million for high-margin business of ESCO and realization of environmental systems. Revenue in the three years: over Euro 1.2 billion (+ 48% CAGR 2015-17).

Authorized the liquid waste treatment plant in Nera Montoro (TR)

March 3, 2015 – With Executive determination of the Provincia di Terni n. 11458/2015 has been granted ‘”Integrated Environmental Authorisation (AIA)” on the “Operational plan for cleaning up groundwater industrial site in Nera Montoro (TR) – adjustments to the requirements and implementation systems present with the introduction of new sections of waste treatment liquids for third parties”. Authorized the treatment of 58,000 cubic meters/year of waste input, represented by Liquid waste from pumpable sludge, planned investment of Euro 3 million for the construction of the new plant.

The Board of Directors of the subsidiary Free Energia approves the draft financial statements as at December 31, 2014. The CEO Stefano Neri awarded in Hong Kong for the sustainability and smart energy

March 12, 2015 – The Board of Directors of the subsidiary Free Energia approved the draft financial statements at 31 December 2014, with revenue of 199.4 million, EBITDA of Euro 4.4 million and net profit of Euro 2.1 million. TerniEnergia also received at the Conrad Hotel in Hong Kong the prestigious “Iair Awards Excellence in Global Economy & Sustainability” as best European industrial companies for sustainability and smart energy.

Opened the sites for the construction of two PV plants in the Republic of South Africa for a total installed capacity of 148.5 MWp

March 12, 2015 – TerniEnergia has opened the construction sites to install 2 giant PV plants in South Africa for the total capaacitty of 148.5 MWp on behalf of a leading Italian utility, with the formula “EPC Contract” (turnkey) with supply of panels and inverters, respectively at Paleisheuwel locations for a capaacity of 82.5 MWp and at Tom Burke for 66 MWp of installed power, for a total consideration of approximately Euro 147 million.

BUSINESS OUTLOOK

TerniEnergia confirms its development strategy for the year 2015, contained in the industrial plan “Fast on the smart energy road” by focusing on a few strategic lines:

– Backlog of orders in photovoltaics already acquired and currently being acquired abroad, and starting of the construction sites;

– Increase of the energy management business in Italy, thanks to the expansion of the customers of Free Energia, most of which are recurring and loyal, in SME and energy consuption segment;

– Development of relevant business opportunities “cross-selling” in the areas of energy efficiency (fast-growing) and the sale of energy;

– Strong business diversification of TerniEnergia in ant-cyclical sectors and completion of the “core” of the group along the entire energy value chain, from design works up to post-sale advanced services.

Moreover, in line with the strategic objectives already declared at the presentation of the Industrial Plan, TerniEnergia observes carefully the scenario evolution of the Italian and international energy sector, in order to identify the most attractive opportunities for external growth.

In particular, TerniEnergia has been started scouting projects and initiatives in the following areas:

– identification of potential M&A operations to promote growth through acquisitions in the Gas & Power, also internationally;

– possible partnerships in PV EPC, in order to assess the possibility of setting up an “Italian leader” industrial platform for the achievement of large contracts abroad;

– entry into the field of development and industrial production of smart solutions and technologies for energy efficiency and cleantech.

Remains unchanged the commitment of TerniEnergia to create value for the shareholders through an organizational development required by the constant growth of operational activities, improving the efficiency of the process, optimizing the financial structure to operational needs, leveraging the electric power produced to reduce the weight of the energy acquired on the market for energy management activities, increasing the possibility of issuing corporate guarantees, facilitating relations with the credit, thanks to the recovery of business with high revenue generation in Italy.

TerniEnergia also intends to continue its policy of enhancement of PV assets, thereby reducing the NFP, taking advantage of the best market opportunities. The Company has provided substantial investments dedicated to ESCO activities with the Third Party Financing (TPF) formula.

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, will be installed the new treatment plant of industrial fluid waste in Nera Montoro (TR), which granted the authorization phase. The new water remediation plant will intercept a substantial demand (58 cubic meters/year) in a market segment experiencing a high technological activity with high growth prospects.

FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors has reviewed and approved the Report on corporate governance and ownership structure for the year 2014, the Report of the Audit and Risk Committee and approved the Report on the remuneration of Directors and key management with strategic responsibilities pursuant to Article. 123-ter of Legislative Decree 58/98, which will be subject to approval by the Shareholders’ Meeting.

The Board of Directors finally called the ordinary Shareholder’ Meeting on April, 23, 2015, in first call, and on April, 24, 2015, in second call, to resolve on the approval of the financial statements as at 31/12/2014.

The documentation related to items on the agenda of the Shareholders’ Meeting shall be made available to the public at the time and in the manner provided by law.

The Officer appointed for the preparation of accounting and corporate documents, Dott. 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.

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 Extraordinary session chaired by Stefano Neri.

The shareholder’s meeting has approved – with 63.01 of the share capital attending the meeting and the favorable vote of 99.95% of the attending shareholders – the amendments to the By-laws (art. 6), aimed at introducing increased voting rights.

The introduction of the increased voting rights is aimed at encouraging investments in the medium-long term and therefore the stability of the shareholders, in accordance with the recently introduced option provided in Art. 127-quinquies of T.U.F. and in Article 20 of Law 91 dated June 24th, 2014 (the “Competitiveness Decree”).  In particular, the new regulation contained in the By-laws provides for the assignment of two votes for each ordinary share held by the same shareholder for an ongoing period of no less than two years from the date of entry in a specific List created and kept by the Company. The procedures regarding application for entry in the aforementioned List and any other information regarding increased voting rights pursuant to Section 127-quinquies of D.Lgs. 58/1998, will be consultable on the Company’s website.

Mr Stefano Neri, Chairman and CEO of TerniEnergia, stated:

“TerniEnergia, as illustrated to the financial and industrial community at the presentation of the three-year plan “Fast on the road smart energy”, wants to strengthen its growth opportunities through extraordinary transactions, as merger and acquisitions. The introduction of so-called “loyalty shares” in the By-laws, in addition to reward shareholders more faithful, offers a new opportunity to finance the development of the Company, while enabling us to create value for shareholders”.

• The subsidiary TerniEnergia Projects PTY Ltd started the EPC, with supply of panels and inverters and the O&M, activities for an amount of approximately Euro 147 million

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, as part of the process of internationalization of photovoltaic EPC business, announces the start of works for  the construction of two utility scale photovoltaic plants in South Africa for the total capacity of 148.5 MWp on behalf of a leading Italian utility.

In particular, the start of work follows the final contracts for EPC (engineering, procurement and construction) and O&M (operation and maintenance) activities, as communicated to the market on July 31, 2014, and concern the installation by TerniEnergia Projects PTY Ltd, a South African subsidiary of TerniEnergia, of two photovoltaic plants with “EPC Contract” (turnkey) with the supply of panels and inverters, respectively, in  Paleisheuwel, for an installed capacity of 82.5 MW, and in Tom Burke, for 66 MW, for a total amount of approximately Euro 147 million.

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..

The Board of Directors of Free Energia, a subsidiary of TerniEnergia, approves the draft financial statements as at December 31, 2014

The CEO Mr Stefano Neri awarded in Hong Kong for sustainability and smart energy

• Revenues of Free Energia amounted to 199.4 million, +105% (Euro 96.8 million as at 12/31/2013)
• EBITDA of Euro 4.4 million, +119% (Euro 2.01 million as at 12/31/2013)
• Ebitda Margin 2.21% (2.08% as at 12/31/2013)
• EBIT of Euro 3.8 million, +153% (Euro 1.5 million as at 12/31/2013)
• Net Profit of Euro 2.1 million, +173.2% (Euro 0.8 million as at 12/31/2013)
• NFP of Euro 3.3 million, (Euro 1 million as at 12/31/2013)
• Net Equity amounted to Euro 7.3 million (5.6 million as at 12/31/2013)

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, announces that the Board of Directors of the subsidiary Free Energia has approved the draft financial statements as at December 31, 2014 , of which the following are the main elements:

The Net revenues amounted to Euro 199.4 million (Euro 96.8 million as at December 30, 2013) with an increase of 105.9%.

The EBITDA amounted to Euro 4.4 million (+119%) compared to Euro 2.01 Million recorded as at December 30, 2013. The EBITDA Margin was 2.21%, with a significant increase compared to the same period of 2013 (2.08%)

Net operating income (EBIT) amounted to Euro 3.8 million (Euro 1.5 million as at December 30, 2013), with an increase of 153%.

Net profit amounted to Euro 2.1 million with an increase of 173.2%. Net profit as at December 30, 2013 was Euro 0.8 million.

The Net Financial Position amounted to Euro 3.3 million (Euro 1 million as at 31/12/2013).

The Net equity amounted to Euro 7.3 million (Euro 5.6 million as at 31/12/2013. The NFP/net equity ratio, equal to 0. 45x (Gearing Ratio 45.2%) improves appreciably and constantly, consolidated in full security area.

TerniEnergia also announced that it has received at the Conrad Hotel in Hong Kong the prestigious “Iair Awards Excellence in Global Economy & Sustainability” as Best Company for Sustainability Smart Energy Europe for the following reasons:

“For its pioneering commitment to create an advanced business model, based on the integration of renewable sources of energy, energy efficiency and management, cleantech and technical services. Thanks to the growth of its international group in the environment industry, TerniEnergia represents a true example of reliability and stability, developing an original approach towards a market that exports sustainable Italian technological innovation”.

The prize was awarded to Stefano Neri, Chairman and CEO of TerniEnergia.

The Iair Awards Excellence in Global Economy & Sustainability (www.iairawards.com) have reached the fifth edition and represent the international recognition linked to the magazine Iair (International Alternative Investment Review) published by Editrice Le Fonti group.

The ceremony, this year, has been preceded from a conference entitled Asia CEO Summit, a debate among Chief Executive Officers and Managing Directors from three different top players on their respective sectors: Aaron Yim, Hong Kong Managing Director of Ricoh, the office solutions and printing multinational company, Steve Lewis, CEO at Igate, one of the leading IT solutions corporation and Thorsten Heidt, Managing Director – Head of Equity Markets and Commodities Commerzbank Asia, the German global bank and financial services company. The discussion has been presented by Wendy Tang who collaborates with the Wall Street Journal.

Besides TerniEnergia, which confirms its leadership in sustainable energy for the third consecutive year, the Iair Awards went among others to China Telecom (Telecommunications), China Resources Power (Energy) and China Shanshui Cement Group (building materials), to the banking giant UBS and to the printing multinational company Ricoh, both with two awards, to the international broker Commerzbank and to the global telecommunications giant Hutchinson global Communications.

• The A.I.A. authorisation emitted by the Provincia di Terni will allow the processing of 58,000 cubic meters/year of input waste, represented by liquid waste and pumpable sludges

• Planned investment of approximaately € 3 million for the construction of the new plant

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, announces that the Provincia di Terni has been granted the “Integrated Environmental Authorisation (AIA) n. 11458/2015” related to the “Operational plan for groundwater remediation of the industrial site of Nera Montoro (TR) – adjustments to the requirements and implementation of the plants with the introduction of new sections of treatment of the liquid waste with third parties”.

In particular, the obtaining of the Authorizations allow TerniEnergia to complete the investment to improve the biological and chemical-physical plants already active, to be compliant to the requirements of the remediation project of groundwater of Nera Montoro industrial area, approved by the Regione of Umbria in April 2011 (with emissions and characteristics quality of the “deep water”).

Finally, through the AIA authorisation, TerniEnergia will have the opportunity to realize the expansion of the processing capacity of the existing plants, through the construction of a new treatment plant with the aim to start the business of processing of special liquid waste (eg. Agricultural, industrial, organic chemicals and inorganic, etc.). The authorization allows the treatment of 58,000 cubic meters/year of waste input, represented by liquid waste and pumpable sludges. The capex for this additional investment is approximately € 3 million and will make possible to build new plant equipment of high quality inserted in the “green industry area” of Nera Montoro (TR), intercepting liquid waste streams and at the same time answering the industrial needs of the center of Italy.

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..

• Proposal for the introduction of increased voting rights to strenght the growth for external lines

• Strengthening of the buy-back program

• Possible M&A in the Gas & Power sector, even abroad, and in the field of “smart technologies”

• Updated 2014 forecast: Revenues for approximately Euro 100 million, net profit of approximately Euro 6 million, NFP reduced by one third to approximately EUR 109 million, equity of approximately Euro 70 million

• The plan includes: new organizational structure, completion of the merger of Lucos in TerniEnergia, diversification of the generation of revenue and EBITDA reducing the risk, integration of new activities to complete the energy value chain

• Revenues in the three years: over Euro 1.2 billion (+ 48% CAGR 2015-17)

• Gearing ratio equal to 1,26x to 2017

• Investments 2015-17: Euro 54 million for high-margin business of ESCO and environmental plant construction

• Pay-out ratio constant and up to a maximum of 50%

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, approved today the industrial plan 2015-2017, with updating of the 2014 forecast.

The plan will be presented to the financial community today in Milan at h 11.30 CET by the Chairman and Ceo of TerniEnergia Stefano Neri, and by the Executive Directors Umberto Paparelli and Sergio Agosta, and by the CEO of Free Energia Salvatore Pelleeriti and the CFO of the Company Paolo Allegretti.

FORECAST 2014

The Board of Directors was informed of the updated forecast for the year 2014, which will close with revenues of approximately Euro 100 million, a net profit of approximately EUR 6 million, EBITDA of approximately Euro 19 million, a reduction of about one-third of the net financial position, which amounted of around Euro 109 million and a equity of approximately Euro 70 million, with an increase of 30%.

“FAST ON THE ROAD SMART ENERGY”: KEY STRATEGIES

TerniEnergia aims to become the first Italian independent “smart energy company”, active in the fields of renewable energy, energy efficiency, waste and energy management, thanks to the new business model and the integration into the Group of Free Energia.

Confirmed the evolution of the organizational structure, which will be based on four functional business lines: Technical Services, Cleantech, Energy Management and Energy saving, with the completion of the merger of Lucos Alternative Energies in TerniEnergia.

The new plan “Fast on the smart energy road” bases its assumptions of industrial character of:

– Backlog of orders in photovoltaics already acquired and currently being acquired abroad;

– Increase of the energy management business in Italy, thanks to the expansion of the customers of Free Energia, most of which are recurring and loyal;

– Development of relevant business opportunities “cross-selling” in the areas of energy efficiency (fast-growing) and the sale of energy;

– Strong business diversification of TerniEnergia in ant-cyclical sectors and completion of the “core” of the group along the entire energy value chain, from design works up to post-sale advanced services;

– Scouting for the identification of potential M&A operations to promote growth through acquisitions in the Gas & Power, also internationally;

– Looking for possible partnerships in PV EPC, in order to assess the possibility of setting up an “Italian leader” industrial platform for the achievement of large contracts abroad;

– Optimization of the conditions of profitability of production plants from renewable energy, including through the sale of sustainable and traced vegetable oil;

– Entry into the field of development and industrial production of smart solutions and technologies for energy efficiency and cleantech.

From the strategic point of view, TerniEnergia expects to optimize the financial structure to operational needs, leveraging the power produced to reduce the weight of the energy acquired on the market for energy management activities, increasing the possibility of issuing corporate guarantees, facilitating relations with the credit, thanks to the recovery of business with high revenue generation in Italy.

The new business plan, finally, provides for the strengthening of the buy-back program to provide the Company with an equity portfolio to be used for any extraordinary transactions and the proposal of the increased voting rights.

“FAST ON THE ROAD SMART ENERGY”: TERNIENERGIA FIGURES

TerniEnergia expects to 2017 a substantial increase in revenues and profitability and, simultaneously, a containment of the NFP and a growth of cash flow.

The plan estimates an increase in value of production (2014-17 CAGR) of 47%, more than Euro 1.2 billion in three years, with interim targets of Euro 355 million in 2015, Euro 437 million in 2016, Euro 475 million in 2017, with an increase of revenues from energy saving and cleantech business lines.

EBITDA for the plan period is expected to grow by 14%, estimated at Euro 23 million in 2015, Euro 28 million in 2016 and Euro 32 million in 2017. In 2017 it is expected a balanced contribution of the four business lines (technical services, cleantech, energy management and energy efficiency) to the formation of Ebitda. The margin will remain constant over the plan period, more than 6%, demonstrating the robustness and repeatability of the new business model and a lower risk approach through diversification and integration of the energy value chain.

EBIT is expected to grow from Euro 16 million in 2015 to Euro 22 million in 2016, to Euro 25 million in 2017. The amount of the planned investments in the period, mostly dedicated to activities of ESCO with the formula of third party financing (FTT) and to the implementation of new environmental systems, amounted to Euro 11 million, Euro 22 million and Euro 21 million. Will be expected ROI of 9.4% in 2015, 12.5% in 2016 and 13.2 % in 2017.

Thanks to the new financial structure, the net financial position (NFP) is constant over the plan period, on the levels of 2014. Will be significantly improved, however, the financial ratios: in particular, the NFP/equity (gearing ratio) will be reduced to 1,36x in 2015, 1,37x in 2016 to up to 1,26x in 2017. The NFP/EBITDA decrease from 4,25x up to 2015, to 3,78x up to 2016, to 3,40x of 2017.

Is confirmed a policy of shareholder remuneration for the period 2015-2017, with a provision for proposal to the Board of Directors of a distribution of a maximum of 50% of the Consolidated Net Profit.

Other resolutions of the Board of Directors

The Board of Directors of TerniEnergia decided to submit to the next Shareholders’ Meeting, to be convened by the end of March 2015, the introduction of increased voting rights and the consequent amendment of Article 6 of the Bylaws.

The introduction of the increased voting rights is a part of the growth strategy to strengthen the entrepreneurial objectives of the Group, encouraging growth through acquisitions and retaining investors who believe in the company’s development project, as described in the Business Plan 2015-2017 .

The Board of Directors, finally, with the aim of giving more support to the strategic and operational flexibility of the Company, has decided to strengthen ogh the buy-back progra, as part of the program to purchase own shares authorized by Shareholders’ Meeting on October 13, 2014 and already under way, in compliance with the law and discipline CONSOB.

As of today, the Company holds no. 106 934 shares, representing 0.243% of the share capital.

Press Release_TE-2015-02-09

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