• Conclusion of verification procedures in accordance with Art. 42 of Legislative Decree 28/2011 and the Ministerial Decree 31/12/2014

The Board of Directors of TerniEnergia, a company listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, met under the chairmanship of Stefano Neri, resolved to amend the powers delegated to certain members of the same BoD.

As part of the implementation of the new Strategic Guidelines 2018-2020, which the Company intends to carry on in order to make the structure more efficient, and that were presented to the market on 28 September 2017, the Board of Directors confirmed Stefano Neri as Chief Executive Officer, assigning him the powers of ordinary and extraordinary administration of the Company, in addition to legal representation, as provided by the Articles of Association, to be exercised with single signature up to Euro 12 million. In addition, to the Chief Executive Officer was also granted the powers to manage the activities of the Strategic Business Unit (SBU)”Asset” and the Business Unit “On site engineering and operations”, as well as the status of “employer” and all the powers – and the related responsibilities – relating to environmental protection.

To the Executive Director Laura Bizzarri are granted all powers for the ordinary administration of the Company, with a limit of Euro 2 million per transaction. The Board of Directors has also granted her the power of supervising, directing and controlling the activities of the Strategic Business Unit (SBU) Smart Services and Solutions, with a limit of Euro 6 million per transaction for the “Smart Trading” BU (purchase and sale of energy and gas).

With reference to the press release issued on 29 September 2017, it should also be noted that to the Vice Chairman Giulio Gallazzi are not granted operating powers.

As a result of the new strategic guidelines and in line with the new organisation described above, TerniEnergia will review the procedures provided for by the 231 Organisation, Management and Control Model and that Internal Audit will also be involved in risk monitoring processes.

Finally, in relation to the information already provided in the Interim Report on Operations at September 30, 2017, the Board of Directors acknowledged that the GSE (Gestore Servizi Energetici) has communicated the conclusion of the verification procedures pursuant to the article. 42 of Legislative Decree. 28/2011 and the Ministerial Decree. 31/12/2014 relating to two photovoltaic plants owned respectively by Società Agricola Fotosolara Bonannaro Srl (power equal to approximately 0.7 MWp) and Società Agricola Fotosolara Oristano Srl (power equal to approximately 1 MWp) – both joint ventures in which TerniEnergia S. p. A. holds 50% of the share capital -, disposing the forfeiture of the right to incentive tariffs as provided by the aforementioned Decree. The GSE has not yet quantified the total amount of the incentives concerned.

Società Agricola Fotosolara Bonannaro Srl and Società Agricola Fotosolara Oristano Srl will appeal to the Lazio Regional Administrative Court, believing – also on the basis of the opinion of their lawyers – that there are solid elements for a positive outcome of the appeal.