Registered with the Companies Register the resolution to the capital increase from the acquisition of Free Energia SpA approved by the Extraordinary Shareholders Meeting dated October 13, 2014

TERNIENERGIA: registered with the Companies Register the resolution to the capital increase from the acquisition of Free Energia  SpA approved by the Extraordinary Shareholders Meeting dated 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 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.