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• Revenues of Euro 68.6 million (Euro 10.4 million as at 31/03/2014)
• EBITDA amounted to Euro 5.2 million, +13.7% (Euro 4.6 million as at 31/03/2014), with EBITDA margin at 7.6%
• EBIT amounted to Euro 3.8 million, + 37% (Euro 2.8 million as at 31/03/2014)
• Net profit amounted to Euro 1.2 million, +76% (Euro 0.7 million as at 31/03/2014)
• NFP of Euro 105.6 million, Euro 14.3 million of which in short term (Euro 108 million as at 31/12/2014, Euro 18.3 million of which in short term)
• Net equity amounted to Euro 71.9 million, +0.8% (Euro 71.3 million as at 31/03/2014)

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 interim financial report as at March 31, 2015.

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

“We express a positive view regarding the results achieved in the first quarter, that confirm the validity of the strategic and operational decisions of the new Business Plan. These results are in line with the new provisions, even though the construction of the two giant photovoltaic plants in South Africa started only in the second half of March and the end of which is expected in 2016”.

CONSOLIDATED RESULTS AS AT MARCH 31, 2015

Revenues amounted to Euro 68.6 million, showing a significant growth compared to March 31, 2014 (Euro 10.4 million). The increase is mainly attributable to the consolidation of the results of Free Energia, following the dedicated capital increase ended October 21, 2014. The revenues from the business lines “Cleantech” and “Energy saving” has registered a significant increase, compared to the corresponding period of 2014.

EBITDA amounted to Euro 5.2 million, with a significant increase (+ 13.7%) compared to March 31, 2014 (Euro 4.6 million). The EBITDA margin is equal to 7.6%, with a decrease compared to 03/31/2014 due to the change of the business model.

Net operating income (EBIT) amounted to Euro 3.8 million (Euro 2.8 million as at March 31, 2014, +37%), after amortization of Euro 1.3 million (Euro 1.8 million at the same period of 2013).

Net profit, which includes the share of results from the activity of photovoltaic JV, amounted to Euro 1.2 million. Net income as at March 31, 2014 was Euro 0.7 million (+76%).

The net financial position amount to Euro 105.6 million (Euro 108 million as at 31/12/2014). The non-current NFP is Euro 91.3 million, while the net financial position in short term amounted to Euro 14.3 million. The NFP/Net equity ratio equal to 1.46x, improves significantly (1.51x as at 31/12/2014) in line with the expectations of the industrial plan.

The Net Equity amounted to Euro 71.9 million, with an increase of 0.8% (Euro 71.3 million at 31/12/2014), while the Fixed assets amounted to Euro 149.6 million, of which Euro 91.1 million referring to tangible assets.

INDUSTRIAL RESULTS AS AT MARCH 31, 2015

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 22.8 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 10 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 335 GWh of energy for energy-intensive customer. Lucos Alternative Energies has completed lighting energy efficiency sites of industrial scale for a primary Italian cement group, for around 5,200 light points, with an expected savings of 68% and a delta of energy saving of approximately 1.1 million kWh.

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF FINANCIAL YEAR

TerniEnergia enters in the gas sector e grows in the dual fuel market

On April 23, 2015 TerniEnergia has signed an agreement with La Mercantile Srl La Spezia for the acquisition of the 85% of the share capital of New Gas Trade Srl (NGT), Italian player of the natural gas and liquefied natural gas (LNG) market, as part of an integrated strategy on energy commodities. The sales price of the shares has been agreed between the parties to Euro 150 thousand and the payment by TerniEnergia is paid in cash.

The only other shareholder of NGT is Intermonte SIM Holding, a company regulated MiFID. As part of the company, Intermonte Holding SIM offers consulting and operational activities relating to financial instruments linked to the management and trading of gas & power sector, for third parties and on their own.

Shareholders’ meeting approves 2014 financial Statements and a distribution of dividends equal to Euro 0.065 per share

On April 24, 2015, the Ordinary Shareholders’ Meeting of TerniEnergia has reviewed and approved unanimously the consolidated financial statements as at December 31, 2014. The Shareholders’ Meeting also approved the distribution of a dividend equal to Euro 0.065 per ordinary share gross with-holdings set forth by law. The dividend will be paid on May 20, 2015, and the relevant coupon No. 6 shall be separated on May 18, 2015.

BUSINESS OUTLOOK

TerniEnergia is fully developing its strategy for the year 2015, contained in the industrial plan “Fast on the smart energy road”. In particular, in the coming months it is expected to make a substantial contribution from contracts in photovoltaics already acquired and being acquired abroad, also due to the start of its construction sites. Free Energia is pursuing an expansion in energy management business in Italy, through an increased penetration of the private market, and in particular of the segments SMEs and energy-intensive companies. The Group intends to seize the significant “cross-selling” business opportunities in the areas of energy efficiency (fast-growing) and energy sale, thanks to the maximization of benefits guaranteed by the possibility to optimize the financial structure to operational requirements, putting to leverage the energy produced to reduce the weight of the acquired on the market for energy management activities, increasing the possibility of issuing corporate guarantees and facilitating relationships with the world of credit, thanks to the recovery of business with high revenue generation in Italy.

In addition, TerniEnergia has started a strategy of external growth, monitoring the evolution of the scenario of the Italian and international energy sector in order to identify the most attractive opportunities. In the coming months, Through the acquisition of 85% of NGT, TerniEnergia wants to seize the goal of completing the offer for energy management, ensured by Free Energia, through the market access of dual fuel offer for industrial customers. This transaction enables an effective business tool for the customer loyalty (mostly cross-selling gas on the basis of customer energy) and will represent, at the same time, a development tool for new customers. In particular, TerniEnergia intends to leverage the ability to reach a customer base of over 25 thousand industrial player, including direct and indirect customers, increasing the supply of energy products and guaranteeing a real saving on the “cost component”, also thanks to the energy efficiency offer by the Group. Through the partnership with Intermonte Holding SIM, within the corporate structure, we are confident to amplify the services with high added value in the supply system. In particular, we are going to integrate the opportunities offered by our shareholder partner in the desk management dedicated to financial instruments related to the gas & power sector, corresponding with the purchase characteristics of the main segments served. The Company has provided significant investments dedicated to activities of ESCO with the formula of third party financing (TPF).

The Group continues scouting and market analysis for the development 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. TerniEnergia finally continued his research of the best opportunities to enter into the field of development and industrial production of smart solutions and technologies for energy efficiency and cleantech.

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.

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.

Press Release_TE-2015-05-14(1Q)

• Net asset value (NAV) amounted to Euro 41 million at 31 March 2015 (Euro 36.3 million at December 31, 2014; + 13%)
• The plan includes: corporate governance strengthening, starting relevant synergies for the scouting of the best startup and industrial initiatives, diversification of the sectors for direct investements in technological areas related to cleantech, full sustainability of the cost/income ratio thanks to the business lines real estate, holding and company builder
• Portfolio of overall 8 startup companies in the period of the plan, with exit 2 in 2016 and 1 exit in 2017, IRR expected greater than or equal to 30%
• EBT expected to Euro 2.9 million in 2015, Euro 3.6 million in 2016 and Euro 4.5 million in 2017
• Capital gain 2015-17: + 75%
• Target of NFP/Net Equity ratio less than or equal to 0.8x
• Investments 2015-17: Euro 5.2 million for the setting up of new startup companies in industrial sectors with high growth prospects
• Dividend increase of 10% per year compared to the dividend 2014 of EUR 0.08 per share, in payment next June 30, 2015

The Board of Directors of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North, under the chairmanship of Stefano Neri, has approved the strategic growth plan 2015-2017 “Bridging the gap with a company builder” and updated the NAV of the Group as at 31 March 2015.

The plan will be illustrated today to the financial community in Stockholm, during the  “Equity Day 2015” organized by the independent Swedish Shareholders Association Aktiespararna, at 11:45 CET by the Head of Development and Corporate Communications of Italeaf, Mr Federico Zacaglioni, and the CFO of Italeaf, Mr Filippo Calisti.

The event will be visible in live streaming by connecting to the link http://www.aktiespararna.se/livesandning.  The presentation will be conducted in English.

NAV AS AT 31 MARCH 2015

The Board of Directors of Italeaf approved the Net Asset Value as at 31 March 2015. The NAV of Italeaf amounted to Euro 41 million at 31 March 2015 (Euro 36.3 million at December 31, 2014; + 13%).

“BRIDGING THE GAP WITH A COMPANY BUILDER”: KEY STRATEGIES AND FIGURES

Italeaf aims to consolidate its position as the first Italian independent “company builder” active in the fields of cleantech and smart innovation.

It is confirmed the evolution of the corporate governance, with an improved board of directors composed by:

– Mr Stefano Neri recently confirmed by the General Meeting as Chairman of the Group;

– Nicola Romito, manager with many years of experience in asset management and investment advisory services, with the role of CEO, with responsibility for the strategic development and implementation of growth programs in the company’s sectors of interest;

– Monica Federici, executive director with the responsibility of the Group’s operating activities.

The new plan “” Bridging the gap with a builder company “bases its assumptions of industrial character on:

– Building of n. 1 new startup in 2015, n. 2 in 2016 and n. 2 in 2017 with the management of a portfolio of a total of overall 8 technological and industrial startups (including 3 already established, Greenled Industry, Skyrobotic and Wisave) in the three years;

– Turnover of n. 3 startup in three years, through different exit strategies (eg. M&A, IPO or entry of new shareholders or investors with the majority stakes). In particular, there are n. 2 exit in 2016 and n. 1 exit in 2017;

– Generating shareholder value and return on investment of Italeaf through these exit thanks to an expected IRR greater than or equal to 30%;

– Scouting and selection of new startups in cleantech, internet of things, additive manufacturing and 3D printing, drones, green chemistry, with a diversification of the business in order to reduce the risk of the growth potential of the newcos;

– Total investments in new startups in the three years to approximately Euro 5.2 million (Euro 1.03 million in 2015, Euro 1.85 million in 2016 and Euro 2.3 million in 2017);

– Reduction of the NFP from Euro 18.2 million in 2015 to Euro 14.6 million in 2017 with a target level of NFP/Net Equity ration less than or equal to 0.8x;

– Confirmation of dividend policy to distribute a significant percentage of the dividends received from subsidiaries. The target of the plan is to increase by 10% each year the dividend, compared to that of 2014 and amounted to EUR 0.08 gross per share (in payment next June 30, 2015);

– Full sustainability and profitability of the business through the balance of the between costs and revenues in the three years, thanks to the generation of recurring incomes from sales of services to Group companies, issuance of guarantees for subsidiaries and dividends. In particular, the plan estimated recurring incomes for Euro 17.4 million over the three years, with interim targets of Euro 5.7 million in 2015, Euro 5.8 million in 2016, Euro 5.9 million in 2017. The capital gain in the plan period is expected to grow by 75%, estimated to Euro 2.4 million in 2015, Euro 3.1 million in 2016 and Euro 4.2 million in 2017. The EBT is expected to grow from Euro 2.9 million in 2015 to Euro 3.6 million in 2016 to Euro 4.5 million in 2017.

From the strategic point of view, Italeaf expects to optimize the financial structure of operational needs, leveraging the value created by the subsidiaries and the startups to make new investments in business with high growth rate, to reward shareholders, to ease relations with the world of credit, to accelerate the development of industrial and commercial activities related to the new technology developed by the starups or by the investee companies.

Press Release_BP15-17-2015-05-07

• Dividend of Euro 0.08 per share will be paid next 30 June 2015
• Stefano Neri (Chairman) and Monica Federici re-elected as board member, Nicola Romito elected as new director

The annual general meeting of Italeaf SpA holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North,  was held on 30 April 2015 at the company’s headquarter in Narni (TR).

Resolutions

The meeting resolved in favor of all proposed matters in accordance with the proposals described in the notice to the meeting. The most important resolutions are described below.

• A dividend of Euro 0.08 per share will be paid next 30 June 2015. The record date for payment will be 23 June 2015 (record date).
• The meeting has approved the Annual report 2014 and the consolidated financial statements as at 31 December 2014 were adopted.
• The Annual General Meeting resolved that three members be elected to the Board of Directors. Stefano Neri and Monica Federici were re-elected as members of the board. Nicola Romito, manager with many years of experience in the asset management sector especially in MPS Group, the third Italian Banking Group, up to hold the position of Vice General Director, was elected as a new member of the board. Stefano Neri was re-elected as chairman of the board. The Chairman expressed thanks on behalf of the outgoing Director, Cav. Ivano Emili , for his efforts over the years on the Board of Directors of the Company.
• The Annual General Meeting resolved that the members of the Board of Directors be paid overall Euro 6,000 per year.
• The Annual General Meeting resolved that three members be elected to the Board of Statutory Auditors. Vittorio Pellegrini and Paolo Sebastiani were re-elected as members of the board. Andrea Bellucci was elected as a new member of the Board of Statutory Auditors. Vittorio Pellegrini was re-elected as chairman of the board.
• The Annual General Meeting resolved that the members of the Board of Statutory Auditors be paid overall Euro 10,500 per year, Euro 4,500 to the Chairman and Euro 3,000 to each member.
• The Annual General Meeting resolved the integration of the auditor’s fees to PricewaterhouseCoopers SpA of an amount of Euro 35,000 for the years 2014 to 2016 and then for a total remuneration of Euro 50,000.

Press Release_ASMs-2015-04-30

ITALEAF: The Shareholders’ meeting of TerniEnergia approved the 2014 Financial Statements and a distribution of dividends equal to Euro 0.065 per share

• Approved the consolidated financial statements as at December 31, 2014 and a net profit for the year amounted to € 6.2 million
• Approved the first section of the remuneration report pursuant to art. 123-ter of TUF
• Approved the remuneration and incentives policies for 2015
• Published Financial Statements 2014, which was approved

The ordinary 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 under the chairmanship of Stefano Neri and approved unanimously the draft financial statements and noted the presentation of the consolidated financial statements as at December 31, 2014.

RESULTS OF THE GROUP TERNIENERGIA

Consolidated Net 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 18.91%, 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 89.8 million, while the net financial position in short term amounted to Euro 18.3 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 71.3 million, with an increase of 32.4% (Euro 53.8 million at 31/12/20113), while the Fixed assets amounted to Euro 150.4 million, of which Euro 91.6 million referring to tangible assets.

TERNIENERGIA S.P.A.’ 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).

DIVIDEND

Shareholders’ meeting also approved the distribution of a dividend equal to Euro 0.065 per ordinary share gross with-holdings set forth by law. The dividend will be paid on May 20, 2015, and the relevant coupon No. 6 shall be separated on May 18, 2015.

REMUNERATION AND INCENTIVE POLICIES

The Meeting approved to increase the total amount of the remuneration of the Board, also including the remuneration of directors holding particular positions, pursuant to Art. 2389, paragraph 3, of the Civil Code, up to a maximum annual amount of Euro 550thousand, plus costs and contributions to the law, for the remaining period of office of the board. The shareholders finally approved the three-year variable remuneration plan for executive directors and managers with strategic responsibilities in case of exceeding 5% of the consolidated EBITDA identified in the business plan for the period 2015-2017 approved by the Board of Directors on February 9, 2015

REMUNERATION REPORT EX ART. 123-TER D. DECREE 58/98

The Shareholders’ meeting approved the Remuneration Report of Directors and Managing Directors with strategic responsibility provided by art. 123-ter of D. Decree 58/98

PUBLISHED 2014 FINANCIAL STATEMENTS FINALLY APPROVED

TerniEnergia announces that it is published on the website www.ternienergia.com in the Investor Relations section (Documents / Financial results) the 2014 financial statements finally approved.

The Officer responsible for the preparation of accounting an corporate documents, Dott. Paolo Allegretti, declares, pursuant to paragraph 2, art. 154-bis of the Consolidated Financial Act, that the accounting information that is contained in this press release correspond to the documentary results, the accounting books and records.

Press Release_TE-2015-04-24

Acquired from La Mercantile Srl the 85% of the share capital of New Gas Trade Srl

• New Gas Trade operates across the board in the natural gas and liquefied natural gas (LNG) market, as part of an integrated strategy on energy commodities
• Amount due of the transaction equal to Euro 150 thousand
• The only other shareholder is Intermonte SIM Holding, a company regulated MiFID
• Thanks to the integration with the sales network of Free Energia, active in the energy management field, the Group will achieve more than 25 thousand customers with a dual fuel offer

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 La Mercantile Srl La Spezia for the acquisition of the 85% of the share capital of New Gas Trade Srl (NGT), Italian player of the natural gas and liquefied natural gas (LNG) market, as part of an integrated strategy on energy commodities. The sales price of the shares has been agreed between the parties to Euro 150 thousand and the payment by TerniEnergia is paid in cash.

The only other shareholder of NGT is Intermonte SIM Holding, a company regulated MiFID. As part of the company, Intermonte Holding SIM offers consulting and operational activities relating to financial instruments linked to the management and trading of gas & power sector, for third parties and on their own.

Through the acquisition of NGT, TerniEnergia enters in the market of natural gas and liquefied natural gas, following the target of promoting the external growth of the Groupo through acquisitions, as presented  to the market last February 9, in the Industrial Plan “Fast on the road smart energy.

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

“Through the acquisition of 85% of NGT, TerniEnergia wants to seize the goal of completing the offer for energy management, ensured by Free Energia, through the market access of dual fuel offer for industrial customers. This transaction enables an effective business tool for the customer loyalty (mostly cross-selling gas on the basis of customer energy) and will represent, at the same time, a development tool for new customers. In particular, TerniEnergia intends to leverage the ability to reach a customer base of over 25 thousand industrial player, including direct and indirect customers, increasing the supply of energy products and guaranteeing a real saving on the “cost component”, also thanks to the energy efficiency offer by the Group. Through the partnership with Intermonte Holding SIM, within the corporate structure, we are confident to amplify the services with high added value in the supply system. In particular, we are going to integrate the opportunities offered by our shareholder partner in the desk management dedicated to financial instruments related to the gas & power sector, corresponding with the purchase characteristics of the main segments served”.

New Gas Trade Srl operates as a wholesaler in the natural gas sector, the fossil fuel with the highest growth prospects. NGT is aimed to provide the access to the best market conditions, with a wide-ranging and taylor made approach, creating a high added value for its customers. The company offers a range of services and activities in order to develop client’s business and achieve a competitive advantage providing the best market conditions and creating a high added value. NGT has specific skills and proven track record in the energy sector, focused on the natural gas and liquefied natural gas (LNG) market.

New Gas Trade is “shipper” of Snam Rete Gas and has access to the Italian PSV (Punto di Scambio Virtuale) and has a range of different activities: import, purchase & sales, exchange and “trading” of natural gas and LNG. Our goal is to provide to the Clients the best market conditions and create a high added value. Moreover, NGT offers an integrated consultancy in order to develop Client’s business and achieve a competitive advantage. In particular, NGT assistance companies to implement LNG regasification plants and import of LNG cargoes, helping Clients with contractual support, logistics activities, and the direct access to the Italian infrastructures.

Natural gas is the most high-grown fossil fuel. Nowadays, natural gas ranks third in worldwide consumption; since the Seventies up to the date, gas consumption has tripled. Out of the all the gas consumption, 20% is utilized by industrial segment, less than 40% is required by electric power generation plants, and more than 40% is supplied to residential customers (civil use). In the Italian natural gas market the competition is getting higher and main different players are developing their business at a national and international level.

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-2015-04-23

ITALEAF Annual Report 2014: a year with a solid growth

 Trading with Italeaf shares at NASDAQ OMX First North Stockholm started on September 4, 2014.

Highlights during the second half

 Net asset value amounted to Euro 36.3 million (Euro 2.34 per share) on December 31, 2014.

 The most significant events in subsidiaries after the listing:

 The Shareholders’ Meeting of TerniEnergia approved the capital increase with exclusion of the option rights for the purpose of the acquisition of Free Energia SpA.

 The shareholders’ meeting of Skyrobotic approved a capital increase in kind of Euro 0,97 million.

 TerniEnergia sold 50% of the shares of Energia Alternativa and Solter.

 The Board of Directors proposed a dividend of Euro 0.08 per share, corresponding to a total amount of approximately Euro 1.2 million.

Financial information

 Consolidated net profit for the year was Euro 5.5 million under in accordance with IFRS (Euro 2 million under Ita Gaap for the Italeaf parent company).

 Core Investments contributed Euro 33.9 million to net asset value during 2014, of which TerniEnergia (listed) Euro 29.37 million.

 Net revenues amounted to Euro 96.2 million in accordance with IFRS (Euro 3.3 million under Ita Gaap for the Italeaf parent company).

 Total NFP amounted to Euro 124,7 million in accordance with IFRS (Euro 12.6 million under Ita Gaap for the Italeaf parent company); Equity was 79.1 million in accordance with IFRS (Euro 28.8 million under Ita Gaap for the Italeaf parent company)

2014 was a very positive year for Italeaf, the first italian company builder, both in terms of financial performance, overall creating value for shareholders and the progress made on the start-ups subsidiaries aimed at starting the condition for additional growth in the years to come.

Commenting on the result, Chairman Mr. Stefano Neri says:

”Italeaf was born to imagine the future and to create new industrial players that, in the manufacturing and technology industrial sectors with greater value added, have the skills and the ability to generate value with their innovative challenges. The short term cycles of business and the expansion of the areas of competition, make it useful to identify and develop new business ventures often promoted by very skilled innovators, engineers, inventors who don’t have the same experience of business and financial management. Although 2014 was a year characterized by a negative macroeconomic environment, Italeaf has made significant progress in implementing

its project through new initiatives and investments. The year closed with a profit and allows the distribution of an interesting dividend. In the next month of May, Italeaf will present in Stockholm its new triennial business plan. In our strategic planning we want to clearly state our determination to continue to strengthen the Group’s growth, with a sense of ethics, in a sustainable way and to create value for shareholders.

Vision

We turn technological start-ups into successful global companies, through a “company builder” business model.

Business concept

Italeaf selects or creates new initiatives in clean-tech and innovative industrial sectors. We offer to technological start-ups and innovative companies an integrated approach that put together services, mentoring, expertise, instruments, and facilities, everything aimed to boost the industrialization of what was just an idea. We provide initial equity and corporate assistance to launch our start-ups, making them grow up to consistent businesses generating revenue and sharing profits, reducing risk.

Objective

The investment policy of the Company is to generate returns, in the form of both capital appreciation and income to shareholders, through investing in a portfolio of businesses. While not constricted geographically, given the background and experience of management, it is expected that the majority of capital invested will be in businesses operating in Europe, with a particular focus on Italy.

Investments outside Europe will be considered where the Board believes the opportunities are particularly attractive. The Company will look to invest in businesses with underlying themes of strategic market position and strong growth.

Build the net asset value

The net asset value amounted to Euro 36.3 million at year-end 2014.

Dividend policy

Our dividend policy is to distribute a large percentage of the dividends received from the subsidiaries, as well as to make a distribution from other net assets corresponding to a yield in line with the equity market”.

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..