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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

• Subscribed to 96.63% the divisible share capital increase of TerniEnergia reserved to Free Energia S.p.A.’ shareholders, a company operating in the trading and energy efficiency field.
• In relation to the capital increase, Free Energia’ actions were conferred for a number equal to 96,63 % of the share capital of the company  in order to finalize the transaction

TerniEnergia SpA, a company active in the renewable energy field, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, communicates that as at today the resolution approved by the Extraordinary Shareholders Meeting held on October 13,  2014 has been registered  to the Register of Companies at the Chamber of Commerce in Terni.  Such a resolution has as its object the share capital increase from Eur 50,529,680 to Eur 57,166,848, through the issuance up to no 6,637,168 TerniEnergia ordinary shares, to be signed through contribution in kind of shares of the company “Free Energia SpA”, with the exclusion of option rights pursuant to Article 2441, fourth paragraph, of the Italian Civil Code, according to the issue price of Euro 2.26 per share, of which Euro 1.26 per share premium, up to a maximum of Euro 15 million.

As at today no.6,413,703 TerniEnergia  shares have been subscribed resulting from this capital increase, and corresponding to 96.63% of the total amount approved against which  Free Energia shares were transferred  for a number equal to 96.63% of the share capital of the same. As a result of such consideration, the authorized share capital amounts to EUR 57,166,848, while the subscribed and paid amounted to EUR 56,943,383.00.

The newly issued shares of TerniEnergia paid by the shareholders of Free Energia are currently no.6.413.703, representing 14,57% of the share capital of TerniEnergia and the related  trading on the regulated  market will be possible only after the release by Consob of the  authorization to publish the Company prospectus  aimed  to be admitted to the  trading of the new shares. At the date of this press release the authorization by Consob is still pending. As a result of these subscriptions subject to the deadline of December 15, 2014 for any further subscriptions carried out by  shareholders of Free Energia, and except as specified with reference to the request for permission to publish the prospectus relating to the admission to trading of the new shares, the goal of the acquisition of Free Energia  by TerniEnergia is to be considered positively reached, for an amount  of Euro 14,494,968.

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. 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 its controlled company 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_TEFREE-2014-10-21

Pursuant to art. 144-bis, clause 3, Consob Regulation 11971/1999 (“Issuers’ Regulation”), TerniEnergia S.p.A. a company active in the renewable energy sectors, energy efficiency and waste management, listed on Star segment of Borsa Italiana, has announced the launch of 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. It may also be used for :

– Acquire a portfolio consisting of TerniEnergia ordinary shares to be used as consideration for any extraordinary transactions, through an exchange of equity or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and/or operational interest of the Company;

– Providing shareholders with an additional tool to monetize their investment;

– Buy shares in a medium and long term investment perspective;

– Intervening directly or through intermediaries, in accordance with the existing provisions, to contain abnormal movements in prices or to stabilize the performance of trading and prices in the event of momentary phenomena caused by an excess volatility or low trading liquidity.

Purchase transactions are not instrumental to the reduction of share capital by cancellation of treasury shares purchased, nor intentionally aimed at delisting the Company’s operations.

The unit price for the purchase of shares can not be higher or lower than 10% compared to the reference price recorded by the shares in the trading session prior to each individual transaction.

From the point of view of the consideration for the sale of treasury shares purchased, the Board of Directors shall have the discretion to determine, from time to time, price and/or any additional condition, mode and time of use of treasury shares, token into account the performance of the share price in the period prior to the transaction and the best interests of the Company, in each case with the procedures, terms and requirements conform to accepted market practice and in compliance with the regulations from time to time applicable.

As for the daily volume of transactions relating to the program, the purchases will not exceed 25% of the average daily volume of shares traded in the 20 trading days preceding the date of each purchase.

By the second day of the trading week the Company will give notice to the market and the relevant authorities of the details (number of shares purchased, average price and total equivalent value) of the transactions made in the previous trading week.

As of today, the Company holds 7,500 treasury shares (around 0.02% of the share capital). The buy-back programme may also be implemented in a number of tranches within 18 months of the date of the aforementioned shareholders’ resolution.

The authorization to dispose of treasury shares purchased from time to time and held in the portfolio is no time limit. The Board of Directors may proceed with the completion of the authorized operations in one or more times.

Launch of the first Italian independent “smart energy company” active in the field of renewable energy, efficiency, energy services and waste management. Green light for the plan for the purchase of own shares ( buy-back)

• The Shareholders’ Meeting approves 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 approves the buy-back plan

The Shareholders’ Meeting of TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, met today in extraordinary and ordinary session under the chairmanship of Mr. Stefano Neri.

Extraordinary Session

The Extraordinary General Meeting approved the share capital increase, to be achieved through the issue of up to n. 6,637,168 ordinary shares of TerniEnergia SpA, from Euro 50,529,680 to Euro 57,166,848, to be subscribed by contribution in kind of shares of the company “Free Energia SpA”, with exclusion of the option rights pursuant to Article 2441, fourth paragraph, of the Italian Civil Code, by December 15, 2014, according to the issue price, specified in the report of the Board of Directors, of Euro 2.26 per share, of which Euro 1.26 per share by way of share premium, up to a maximum of Euro 15 million.

The operation is engaged in the development path that TerniEnergia followed continuously since its establishment and is therefore aimed at:

–  implement financial and operational synergies to plan a growth strategy, focused on developing business highly complementary to those existing of TerniEnergia;

–  develop a significant increase and diversification of the Group’s turnover;

–  widen the perimeter of the core activities, with the integration in the value-chain of technologically and innovative services;

– enhance the portfolio with a strong brand, which grew more than the market average, in a very competitive sector;

–  promote strong cross-selling business opportunities in the fields of energy efficiency and energy sales;

– maximize the economic returns associated with the integrated activities of production, management and sale of energy, thanks to the strong expansion of the sales network for services in energy savings;

– ensure entry into the promising market of the management and sale of services to certified vegetable oil burning power plants, a sector in which Free Energia aims to achieve a national leadership.

The Shareholders’ Meeting also resolved that, if the capital increase is not fully subscribed within the period of 15 December 2014, the same capital shall be deemed increased by an amount equal to the subscriptions received.

To the Board of Directors and on behalf of its chairman, Mr. Stefano Neri, are delegated full powers for the implementation of the capital increase before the deadline above mentioned.

TerniEnergia is assisted by Power Capital as financial advisor. Dr. Luigi Tardella, partner of Ambers & Co, is the person in charge of the transferring company Free Energia SpA, for the evaluation of the shares transferred as part of the acquisition of Free Energia.

Ordinary session

The Shareholders’ Meeting, convened in ordinary session, has today approved the proposal of a plan for the purchase of own shares (buy-back) already approved by the Board of Directors on 31 March 2014.

Reasons for the buy-back plan

Through the purchase of own shares, the company intends to:

– Acquire a portfolio consisting of TerniEnergia ordinary shares to be used as consideration for any extraordinary transactions, through an exchange of equity or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and/or operational interest of the Company;

– Providing shareholders with an additional tool to monetize their investment;

– Buy shares in a medium and long term investment perspective;

– Intervening directly or through intermediaries, in accordance with the existing provisions, to contain abnormal movements in prices or to stabilize the performance of trading and prices in the event of momentary phenomena caused by an excess volatility or low trading liquidity.

Purchase transactions are not instrumental to the reduction of share capital by cancellation of treasury shares purchased, nor intentionally aimed at delisting the Company’s operations.

Maximum number of shares to be purchased

This proposal concerns the authorization to the Board of Directors to purchase one or more times its own shares up to the maximum amount of 2,656,720 shares, up to 6% of the share capital as it was before the share capital increase resolved by the extraordinary General Shareholders’ Meeting held today, taking into account the treasury shares held directly and those held from any subsidiary companies . The Company does not currently hold any treasury shares.

Period of validity of the Shareholders’ Meeting authorization

The authorization to purchase treasury shares is valid for a period of 18 months from the date of the Shareholders Meeting. The authorization to dispose of treasury shares purchased from time to time and held in the portfolio is no time limit.

The Board of Directors may proceed with the completion of the authorized transactions on one or more occasions.

Indication of the minimum and maximum price

The unit price for the purchase of shares can not be higher or lower than 10% compared to the reference price recorded by the shares in the trading session prior to each individual transaction.

From the point of view of the consideration for the sale of treasury shares purchased, the Board of Directors shall have the discretion to determine, from time to time, price and/or any additional condition, mode and time of use of treasury shares, token into account the performance of the share price in the period prior to the transaction and the best interests of the Company, in each case with the procedures, terms and requirements conform to accepted market practice and in compliance with the regulations from time to time applicable.

Manner of making the purchase

The purchase and disposal transactions of treasury shares, for which authorization is requested, will be performed in compliance with Article 144-bis of Consob Regulation implementing Legislative Decree 24 February 1998 n. 58 and, in general, in compliance with the applicable legislation, in particular the national and EU laws and regulations. The Shareholders’ Meeting handed to Mr Stefano Neri, Chairman and CEO of TerniEnergia, the power performing for the transactions in question.

• The board of directors approves 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, proposed by the Board of Directors to the Extraordinary Shareholders Meeting, amounts to Euro 2.26 per share
• Turnover of the transaction amounts to Euro 15 million for 100% of the shares of Free Energia
• The Board of Directors verified the requirements of independence and professionalism of the expert appointed to write the appraisal report, dr. Luigi Tardella, partner of Ambers & Co.
• The Chairman and CEO, Stefano Neri, received the mandate to convene an extraordinary Shareholders’ Meeting and the Bondholders’ Meeting to approve the capital increase
• The Chairman and CEO, Stefano Neri, received the mandate to convene the ordinary Shareholders’ Meeting to approve the buy-back plan

The Board of Directors of TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of Borsa Italiana, with reference to the press release dated August 4, 2014, has approved today the proposal to the Extraordinary shareholders’ Meeting of a capital increase, with exclusion of the option rights, reserved to the shareholders of Free Energia SpA, for the acquisition of Free Energia, pursuant to the art. 2441, paragraph 4, of the Italian Civil Code. The Chairman and CEO of TerniEnergia, Mr Stefano Neri, stated: “Thanks to this transaction, TerniEnergia takes another step towards the establishment of one of the most important independent Italian group into the smart energy sector, active in the integrated business of renewable energy, energy efficiency and waste management. The extraordinary Shareholders’ Meeting and the Bondholders Meeting will be convened in the first half of the month of October 2014, to give the green light to the acquisition of Free Energia”. Share capital ncrease The capital increase in tranche will be subscribed through contribution in kind, with the exclusion of option rights, through the issue up to no. 6,637,168 of new no par value ordinary shares. The proposed issue price is equal to Euro 2.26 per share, of which Euro 1.26 per share by way of premium. Following the capital increase, the share capital of TerniEnergia will be, therefore, from Euro 50,529,680 to a maximum of Euro 57,166,848. The capital increase may be paid up by the contribution of n. 3,375,152 shares, representing 100% of the share capital of Free Energia SpA, or representing a lesser percentage if it were transferred a smaller number of shares of Free Energia, on the understanding that the contribution will concern shares for at least a percentage equal to 93.52% of the share capital. Consequently, will be assigned to the subscribers at least n. 6,207,080 shares, attributable to each Free Energia shareholder in proportion to the shares the same transferred. Following this transaction, the Shareholders of Free Energia, due to the shares of TerniEnergia they will receive in exchange for the contribution in kind, will hold a cumulated market share of about 15% of the share capital of TerniEnergia post-share capital increase. To determine the issue price, the Board of Directors of TerniEnergia has relied on the advice of Power Capital, as financial advisor. The price proposed by the Board for each newly issued share, equal to euro 2.26, is higher than the net book value per share of the Company and also is higher than the weighted arithmetic average of the share price of the last semester. The transaction is subject to a number of conditions precedent, including the positive pronouncement of some subjects such as banks and bondholders of the Company, the resolution by the extraordinary Shareholders Meeting of TerniEnergia of the capital increase to subscribe through the transfer of the newly issued shares, the authorization by Consob to publish a prospectus for listing of the Shares to be issued by TerniEnergia. The conditions precedent have to occur before December 31, 2014. Reasons for the transfer, expected benefits and impacts on the management programs of TerniEnergia The reasons for the transaction can be summarized as follows: –        Downstream integration of the energy value chain of TerniEnergia with the new business of energy trading, towards electric consumer customers and consolidated re-sellers, and of smart energy services, that are growing rapidly and with considerable development opportunities. These new activities will be added to those of photovoltaic power generation, guaranteed by the assets owned by TerniEnergia, and the industrial scale energy efficiency, through the subsidiary Lucos Alternative Energies; –        Integration among the electric utility industry and the digital one; –        Entry into the promising market of the management and sale of services to vegetable oil burning power plants sector, in which Free Energia aims to achieve a national leadership. In particular, the choice to proceed with a capital increase by contribution in kind, is dictated by the following reasons of convenience: –        No cash payment for TerniEnergia; –        implementation of financial and operational synergies to start a new growth strategy, focused on developing highly complementary business between TerniEnergia and Free Energia. Report pursuant to art. 2441, comma 6, of the Italian Civil Code The report of the Board of Directors prepared pursuant to art. 2441, comma 6, of the Italian Civil Code,  and to the articles 70, comma 3, 3 and 125-ter of CONSOB Regulation 11971/99, together with the report of the independent expert in charge of the evaluation of Free Energia SpA share value and the opinion of the independent auditors PricewaterhouseCoopers SpA on the fairness of the issue price of the shares, will be made available to shareholders accordance with the law. Requirements of independence and professionalism of the expert responsible to evaluate the shares of Free Energia SpA subject to transfer in the share capital of TerniEnergia following the related share capital increase The Board of Directors of TerniEnergia conducted the assessment on the existence of the requirements of independence and adequate and proven professionalism of dr. Luigi Tardella, partner of Ambers & Co., as the person in charge of the transferring company Free Energia SpA, for the evaluation of estimation of the share transferred as part of the acquisition of Free Energia referred to the Investment Agreement signed in August 1, 2014. The assessment by the Board of Directors concluded with the confirmation of the existence of the requirements of independence and adequate and proven professionalism of that expert, pursuant to art. 2343-ter, comma 2, letter. b) of the Italian Civil Code. Calling of the Bondholders’ Meeting The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Bondholders’ Meeting, pursuant to art. 12 of the Bond TerniEnergia 2019 Regulations, to vote on the approval of the acquisition of Free Energia. Calling of the Ordinary and Extraordinary Shareholders’ Meeting of TerniEnergia The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Extraordinary Shareholders’ Meeting of of TerniEnergia to decide on the the share capital increase for the acquisition of Free Energia. The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Ordinary Shareholders’ Meeting to vote on the plan for the purchase of own shares (buy-back), already approved by the Board on March 31, 2014.   This press release is also available on the Company’s website:www.ternienergia.com.   TerniEnergia, a company incorporated in September of 2005 and part of Italeaf, operates in renewable energy sector and is active in the photovoltaic field. 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.

• Revenues of 21.5 million (Euro 31.7 million as at June 30, 2013)
• EBITDA of Euro 9.8 million, +72% (Euro 5.7 million as at June 30, 2013)
• Ebitda Margin 45.5% (18% as at June 30, 2013)
• EBIT of Euro 6 million, +99% (Euro 3 million as at June 30, 2013)
• Net Profit of Euro 1.2 million (Euro 5.4 million as at June 30, 2013)
• NFP of Euro 152.8 million, Euro 11.6 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 50.4 million (53.9 million as at 31/12/2013)
• Following the signing of the investment agreement for the acquisition of Free Energia and the change of the reference scenario, the Board of Directors considers outdated the industrial plan “Discover the new green era” and gives the green light to the strategic review
• Confirmed the aim of a significantly reduction of the NFP within the year, through the placement of some photovoltaic assets, mainteining the industrial management

The Board of Directors of TerniEnergia, a company active in the renewable energy fields, energy efficiency listed on Star Segment of Borsa Italiana, approved today the interim financial report as at June 30, 2014.

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

“The first half results show an increase in EBITDA and margins due to increased revenues from power generation and positive contribution of the environmental sector, against of a drop in revenues due to the transition phase related to the development of photovoltaic EPC activities in South Africa. Following the forthcoming revision of the national incentive system for PV plants, planned by the Italian Government, being converted into law by the parliamentary institutions, the company assumed the determination to consider ended the placement of the closed investment fund “RA – Renewable Assets”. Within the year, however, TerniEnergia intends to occur a range of opportunities to enhance the value of some photovoltaic assets. This prospective transaction can allow a consequent significant reduction in the NFP. The signing of the investment agreement for the acquisition of Free Energia, in the case of success of the transaction, will also entail a strategic realignment of the Group. This will produce a significant increase and diversification of revenues, the expansion of the scope of core activities, with entry into the new business of electricity trading and the management and sale of services to the central vegetable oil, the integration in the value chain of innovative services with high technological content, the development of strong business opportunities of cross-selling in the areas of energy efficiency and energy trading. Because of this changing scenario, TerniEnergia considers updated the business plan 2014-2016 “Discover the new green era” and intends to launch a comprehensive strategic review and an update of its objectives and quality targets, through the presentation of a new consolidated business plan, after the acquisition of Free Energia, highlighting the visibility of growth in the medium term and ensuring the creation of value for shareholders”.

Consolidated results as at June 30, 2014

The Net revenues amounted to Euro 21.5 million (Euro 31.7 million as at June 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 54% of total revenues in growth compared to the same period of 2013 (24% ).

The EBITDA amounted to Euro 9.8 million (+72%) compared to Euro 5.7 Million recorded as at June 30, 2013. The EBITDA Margin was 45.5%, with a significant increase compared to the same period of 2013 (18%)

Net operating income (EBIT) amounted to Euro 6 million (Euro 3 million as at June 30, 2013), an increase of 99%, after amortization, depreciation and provisions amounted to Euro 3.7 million (Euro 2.7 million as at 30 June 2013).

Net income amounted to Euro 1.2 million and includes the share of profit generated from the activity of JV. Net income as at June 30, 2013 was Euro 5.3 million, result that benefited of income from extraordinary transactions resulting from the consolidation of the companies previously held in JV.

The Net Financial Position amounted to Euro 152.8 million (Euro 135.2 million at 31/12/2013). The non-current net financial position is Euro 141.2 million, and includes the the bond issue carried out in February 2014. The short-term NFP is Euro 11.6 million. The NFP at 31/12/2013 amounted to Euro 135.2 million.

The net equity amounted to Euro 50.4 million (Euro 53.9 million at 31/12/2013), while the Fixed Assets amounted to Euro 178.6 million, of which € 159.7 million related to tangible fixed assets. The short-term NFP/net equity ratio, equal to 0.23x improves appreciably and constantly, consolidated in full security area.

Industrial results as at June 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 about 24 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

July 2, 2014: TerniEnergia has exercised the call option on the 30% of Lucos Alternative Energies, granted by the shareholders by the agreements entered into on August 10, 2011, completing the acquisition of the 100% sharecapital of the ESCO UNI CEI 11352 certified company. The price for the transaction is equal to Euro 1.952 million and the payment was entirely financed by cash.

July 9, 2014: TerniEnergia won a national tender organized by Ecopneus scpa, the no-profit company for the tracking, collection, treatment and final destination of End of Life Tires (ELT) created by the major tire manufacturers operating in Italy, for the ”granulation/crushing activities of ELTs (ERC 160 103) for the period 2015-2017”. TerniEnergia can receive in Nera Montoro (TR) plant up to a total of 15,000 tons of PFU delivered only by Ecopneus for a three-year aggregate revenues of Euro 4.1 million.

July 10, 2014: TerniEnergia is the award winner of “Company to watch 2013”. The recognition is awarded every year by Databank (a Group Cerved division specialized in consulting services and marketing solutions) to the companies that have distinguished themselves in a deepened selection process, the result of both quantitative and qualitative analysis. TerniEnergia has been acknowledged as the company more virtuous and best-performing in 2013 in the field of panels and solar systems.

July 31, 2014: TerniEnergia has signed two definitive agreements for the EPC (engineering, procurement and construiction) and O&M (operation and maintenance) activities with a primary European utility for the construction in South Africa of two industrial size PV plants for the total power capacity of 148.5 MWp. In particular, the contracts following the framework agreements communicated to the market on October 31, 2013, and concerned 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 consideration of approximately ZAR 2 billion, corresponding to the current exchange rate to approximately Euro 147 million. The effectiveness of the two contracts is subject to the signing of the financial closing between the final customer company and the South African Government (Department of Energy).

August 4, 2014: TerniEnergia, and Italeaf, majority shareholder of TerniEnergia, signed an investment agreement for the acquisition of 100% of the share capital of Free Energia S.p.A. with the representative shareholders of the Company, Umberto Paparelli, Pierluigi Cernieri and Salvatore Pelleriti, who acted also on behalf of some remaining shareholders of Free Energia S.p.A. Free Energia, a company that in 2013 had revenues for Euro 100 million, and that in the first half of 2014 recorded a turnover of € 85 million, with an EBITDA of 3.5 million, operates as an innovative energy trader, with 1.3 TWh of electricity delivered to energy-intensive customers and/or consolidated re-sellers. The structure of the transaction will consist of a capital increase of TerniEnergia, reserved to shareholders of Free Energia  to be subscribed through the contribution of  Free Energia shares. There is no cash outlay.

BUSINESS OUTLOOK

The current market situation is characterized by strong global growth of investments in the photovoltaic and the environmental industry, but there are critical issues arising from the forthcoming revision of the Italian legal system and incentives for renewable energy sources,, the quota restrictions on access to capital, the growth of the size of the plants and the consequent need for a careful and prospective view of financial management of projects.

Because of this changing market, TerniEnergia has diversified its sources of access to capital through the bond issue, has revised its business model from which derives stability of cash flow and growth opportunities resulting from replicability, has diversified the risk country and the counterparty in B2B.

At the same time, precisely because of the rumors of the development of legal and regulatory framework and the start of the parliamentary conversion of the so-called “Tagliabollette” decree, the Company has prudently suspended the transfer of assets to the closed real estate investment fund “RA – Renewable assets”, increasing its ownership of PV plants and maintaining a bouquet assets with very high margins, to be exploited in the case of future opportunities, resulting in a reduction of the NFP.

TerniEnergia confirms, therefore, for the future, a strategy that combines the size of the business, growth and development policy of relations with capital markets and debt.

As a result, the Company expects the following lines of development :

• International Development – In the period 2014/2015 is planned the construction of the projects in portfolio in South Africa for an amount of approximately Euro 147 million. The time schedule of the sites previously announced, which included the opening by the end of August 2014, be postponed for a few months. The date of start will be determined by the South African authorities. The company has also been identified as EPC contractor by a leading utility for a further two potential contracts relating to the so-called IV BID by the South African government that includes the construction of 8 photovoltaic plants with a total capacity of over 500 MWp.

In the short term there are plans to set up a company in partnership with Al Hamed Group, called TerniEnergia Gulf LLC, based in Abu Dhabi, active in the fields of power generation, waste to energy and waste management. By 2014 it is expected to open early sites and the start of construction of a plant for the end of life tires

• Italian Development – Strengthening in the growing sectors of smart energy and energy efficiency. In particular, in the case of a successful completion of the acquisition of Free Energia, it will allows the downstream integration of the value energy chain, adding to the activities of power generation and energy efficiency of industrial scale, even new business of electricity trading, smart energy services, in a phase of high growth and significant development opportunities, and the management and sale of services to the vegetable traced oil burning power plants. The acquisition also will meet a number of strategic TerniEnergia’s target. Free Energia has a volume of estimated revenues for the year 2014 amounted to approximately Euro 170 million. This transaction, along with the acquisition of 100% of Lucos Alternative Energies, will be the basis for a strong growth in energy efficiency and for the enhancement of energy production from renewable sources by the managed plants.
• Strategic development – Focus on business lines with major development, consolidating investments without recourse to new lines of business with lower potential return and growth, where the recent development (EPC, O&M) was based. Concentration on the activity of power generation with the full technological independence and diversification of sources and technologies themselves, to enhance the opportunities for the short term and the coverage requirements of the demand curve. TerniEnergia intends to have a balanced portfolio for each Country in the process of internationalization of PV EPC and environmental business. In particular, continues to conduct intensive scouting activities to promote development projects in the most attractive countries for the installation of large-scale plants.

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 completed the new plant for the treatment of industrial waste fluids in Nera Montoro (TR), now in an advanced authorization phase, that will intercept a substantial demand in a market segment with high technological content and high growth prospects.

On the financial side, TerniEnergia intends to consolidate the excellent reputation with investors through its own presence on the Stock Exchange in order to candidate itself to be an investment platform for institutional investors, creating conditions, through the stability of cash flows, using the debt in a efficient manner with respect to changes in demand of the market.

FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors of TerniEnergia stated that the proposal plan for the purchase of own shares ( buy-back), will be subject to the same Shareholders’ Meeting to be convened for the approval of capital increase planned for the acquisition of 100% of Free Energia SpA.

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.

TE-COS_1H2014-07-08-2014(EN)

• The entrance of Free Energia in the TerniEnergia Group will integrate downstream the energy value chain, inserting the new business of trading and innovative energy services
• Planned the development of the new activities of vegetable oil trading and management of vegetable oil burning power plants
• The acquisition transaction shall be performed through a share capital increase to be resolved by TerniEnergia, to be addressed exclusively to Free Energia’s shareholders and to be subscribed through contribution in kind of Free Energia shares
• A number of shares representing 15% of TerniEnergia share capital after the relevant increase shall be assigned to Free Energia shareholders, in case of contribution of shares representing 100% of Free Energia shares. No payment by cash is contemplated by the investment agreement  
• The transaction is subject to several conditions precedent
• The agreement followed by a final review of the Business Plan of TerniEnergia

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TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of Borsa Italiana, and Italeaf, the first Italian company builder and holding company, majority shareholder of TerniEnergia, signed an investment agreement for the acquisition of 100% of the share capital of Free Energia S.p.A. with the representative shareholders of the Company[1] who acted also on behalf of some remaining shareholders of Free Energia.

The Chairman and CEO of TerniEnergia, Mr Stefano Neri, said:

“The acquisition of Free Energia is a strategic objective for TerniEnergia, which is integrating downstream the energy value chain. In particular, TerniEnergia is adding to its core activities (renewable power generation, guaranteed by the fully-owned photovoltaic assets, and industrial scale energy efficiency, through the subsidiary Lucos Alternative Energies) the new business of electricity trading for energy-intensive customers and consolidated re-sellers and of smart energy services, in a fast growing phase and with significant growth opportunities, due to the possibility of integration between the electric utility industry and the digital one. This transaction creates one of the most important Italian independent groups, active in the integrated business of renewable energy, energy efficiency and waste management. The acquisition also meets several strategic targets of TerniEnergia, as the significant increase and diversification of the Group’s revenues, the enlargement of the scope of core activities, with the integration in the value chain of technological innovative services, the enrichment of the portfolio with a valuable brand, which grew more than the market average in a very competitive cathegory and, finally, the opportunity to develop strong cross-selling business opportunities in the fields of energy efficiency and energy sales. Finally, TerniEnergia is entering into the promising market of the management and sale of services to vegetable oil burning power plants, where Free Energia aims to achieve the national leadership”.

The Chairman and CEO of Free Energia, Mr Umberto Paparelli, stated:

“As a result of the respective due diligence activities, we met all the requirements, forming the assumptions of the transaction, related to the development opportunities of Free Energia. Being part of TerniEnergia Group, is for Free Energia a great opportunity to increase the value, in terms of financial and operational, of our activity and to bring our services to an higher level in existing markets and expand in emerging markets. It is quite clear, in fact, the opportunity to create a global and evolved platform to maximize the economic returns associated with the integrated activities of production, management and sale of energy, thanks to the actual strong expansion of commercial network dedicated to the energy saving services. Free Energia will be able to use all the financial and operational synergies to plan a growth strategy focused on developing business highly complementary to those of TerniEnergia“.

Free Energy, a company that in 2013 had revenues for Euro 100 million, and that in the first half of 2014 recorded a turnover of € 85 million, with an EBITDA of 3.5 million, operates as an innovative energy trader, with 1.3 TWh of electricity delivered to energy-intensive customers and/or consolidated re-sellers.

Notably, through its subsidiaries Feed and Enersoft, Free Energy is active in trading, brokerage and management of electricity and gas; in the design, construction and installation of industrial plants and provision of related services and maintenance; in the services dedicated to producers of energy from renewable sources, to optimize the profitability conditions of the plants, including through the sale of vegetable and sustainable oil; in the consultancy field of pricing strategies, recovery and energy savings; in the in-house designing, implementation and management of services and remote control systems and in the development of innovative software for the energy sector.

Free Energia offers a variety of value-added integrated services for companies producing renewable energy, which normally move only on the power generation. The management system is based on an integrated package of services conveyed through a platform in-house built. Organized in a simple and flexible way, Free Energia is able to seize the opportunities of a market characterized by rapid and complex changes, succeeding to meet the energy needs of its customers.

The structure of the transaction will consist of a capital increase of TerniEnergia, reserved to shareholders of Free Energia  to be subscribed through the contribution of  Free Energia shares. There is no cash outlay.

The transaction closing is subject to certain conditions precedent including the positive pronouncement of certain entities including banks and bondholders of the Companies; the authorization by Consob to publish the prospectus for the TerniEnergia Shares to be issued against the capital increase; the approval by the TerniEnergia extraordinary Shareholders Meeting of the Capital Increase to be subscribed by contribution of shares. All the conditions precedent have to occur by no later than December 31^st, 2014.

As a result of the signing of the investment agreement, TerniEnergia is going to prepare a new consolidated business plan that takes into account the integration of Free Energia activities with those of TerniEnergia and its group of subsidiaries.

TerniEnergia is assisted by Power Capital, as financial advisor in the transaction.

Francesca Ricci, of the law firm Predieri Ricci, and Federica Pomero, Daria Pastore and Antonella Calogiuri, of the law firm Legance, assisted respectively TerniEnergia and Free Energia and its reference shareholders as legal advisors.

[1] Umberto Paparelli, Pierluigi Cernieri e Salvatore Pelleriti

TE-COS_FREEEN-04-08-2014(EN)

• The subsidiary TerniEnergia Projects PTY Ltd will carry out the activities of the EPC with supply of panels and inverters and the O&M for € 147 million
• The effectiveness of the contracts is subject to financial closing between the final customer and the South African Government
• Updated the schedule of construction and consequently requested the access to the italian institution of Ordinary Earnings Supplement Fund for the human resources
• Update of Corporate Events Calendar, 2014: on August 7 the board of directors will be held for approval of the Half-yearly financial report as of 30/06/2014

TerniEnergia, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of the Italian Stock Exchange, as part of the process of internationalization of photovoltaic EPC business, has signed two definitive agreements for the EPC (engineering, procurement and construiction) and O&M (operation and maintenance) activities with a primary European utility for the construction in South Africa of two industrial size PV plants for the total power capacity of 148.5 MWp.

In particular, the contracts following the framework agreements communicated to the market on October 31, 2013, 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 consideration of approximately ZAR 2 billion, corresponding to the current exchange rate to approximately Euro 147 million.

The effectiveness of the two contracts is subject to the signing of the financial closing between the final customer company and the South African Government (Department of Energy). Because of this circumstance, the time schedule of the start of construction sites, previously announced opening within the month of August, 2014, is deferred to the date of the agreement that will be determined by the South African authorities. TerniEnergia, therefore, has taken immediate steps for the human resources management, requesting access to the italian institution of Ordinary Earnings Supplement Fund.

Pursuant to art. 2.6.2 of the Rules of Borsa Italian SpA, TerniEnergia announced that, in addition to what is stated in the Calendar of Corporate Events 2014 released last February 6, the Board of Directors for approval of the Half-yearly financial report as of 30/06/2014 will be held on August 7, 2014.

TE-COS_RSA-31-07-2014(EN)