• The Company intends to dispose of shares to be used as consideration in possible functional acquisitions, related to the industrial growth and to strategic and operational interests, and to provide shareholders with an additional tool to monetize their investment.
  • The proposal is for the purchase of a maximum of 2,656,720 shares, up to 6% of the share capital.
  • The Chairman and CEO, Stefano Neri, received the mandate to convene a Shareholders’ Meeting to vote on the plan.

The Board of Directors of TerniEnergia, a company active in the renewable energy sectors, energy efficiency and waste management, listed on Star Segment of Borsa Italiana, has presented today a plan for the purchase of own shares ( buy-back), to be submitted to the examination of the Ordinary Shareholders Meeting.

The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to convene the Ordinary General Meeting of Shareholders to vote on the plan.

Reasons for the request for authorization

The main objectives that the Board of Directors intends to pursue through this operation are:

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

The share capital, fully subscribed and paid in, amounts to Euro 50,529,680.00 and is represented by n. 37,612,000 common shares, without par value.

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, 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 requested for a period of 18 months from the date of the Shareholders Meeting which has approved the authorization. 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 on one or more occasions and at all times.

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, had about 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 transactions of purchase and disposal 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, inn compliance with the applicable legislation, in particular the national and EU laws and regulations.

The procedures for the conduct of the purchases will be described in detail in the report of the Directors to Shareholders’ Meeting, as required by art. 125-ter T.U.F..

The Board of Directors, pursuant to the procedures for operations with related parties, has also approved a new consulting contract with Mr. Paul Ricci, having effective from April 1, 2014, following the favorable opinion of the Committee for Transactions with Related Parties.

The Board of Directors also approved further amendments to the Procedure for operations with related parties, with the approval of the Committee for operations with related parties and the Board of Auditors.