Signed manifestation of interest for the acquisition of Free Energia S.p.A.

• Value of the transaction of approximately 15 million euros, with possibility of issuing new shares of TerniEnergia in exchange for the 100% of Free Energia shares

• The final agreement is subject to a number of conditions precedent

• A possibile final agreement will follow a review of the TerniEnergia Business Plan

• Planned a strong integration with the business of power generation and energy efficiency

Terni, April 24th, 2014

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, a holding company and majority shareholder of TerniEnergia, signed a manifestation of interest for the acquisition of 100% of the share capital of Free Energia S.p.A. with the shareholders of the Company.

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

“The start of negotiations for the acquisition of Free Energia is valued highly strategic for TerniEnergia Group. It is, in fact, a great opportunity for the development of activities in Italy in the growth sectors of smart energy and energy efficiency. In particular, thanks to the acquisition of 100% of Lucos Alternative Energies, already contracted for next June, will be strongest possible synergies and opportunities for the integration of the business, who will represent the basis for strong growth in energy efficiency. The new Business Plan, which will be defined after the desirable following successful conclusion of the acquisition, will be based also on the completion of the value chain downstream power generation plants owned by TerniEnergia, thanks to the sales network of Free Energia. Because of the delay in fund rasing for the placement of the project closed renewable energy fund, we believe that the opportunity offered by the possibility of acquiring a company in great development as Free Energia allows to overcoming any problems, even thanks to the important increase of TerniEnergia Group international activities“.

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

“According to Free Energia, the desirable successful conclusion of the transaction represents an opportunity for growth in the path of value creation undertaken by the Company. Through the integration with TerniEnergi,a we complete the value chain of our business, expanding the offering to our customers through the possibility of acquiring renewable energy. Through the signing for the manifestation of interest, Free Energia confirms the direct involvement of its management, which is candidate to lead into TerniEnergia Group a significant track record, represented by a history of success and growth in a highly competitive industry, such as that the sale and energy services. We believe we can contribute to broaden the range of skills of a strategic partner, as TerniEnergi , which has consolidated its leadership in the field of renewable energy and the energy efficiency. Finally, particular importance is the possibility to create a group of national standing, strongly rooted in a territory that has in the industrial size and identity an important factor of visibility“.

Free Energia, a company that in 2013 had revenues of approximately Euro 100 million and that in the first quarter of 2014 and recorded a revenue growth of +100% compared to the previous financial year, as an innovative energy trader, providing energy to electricity-consumptive customers and/or consolidated re-seller but, more importantly, carrying out hedging and trading planning “evolved”. Organized in a simple and flexible structure, is able to seize the opportunities of a market characterized by rapid and complex changes, succeeding the energy needs of its customers.

Free Energia offers a variety of value-added integrated services for companies producing renewable energy, which normally provide only the power generation. The distribution system is based on an integrated package of services conveyed through a platform built in-house.

The strategic priority is the acquisition of customer energy consumers, who want a competitive rate, which offer a wide range of marketing services (administrative, financial, supply and consulting) through a network of direct and indirect distributors (re-seller).

The manifestation of interest is subject to:

• the evaluation of the respective competent corporate bodies and the eventual signing of the definitive agreement;

• the positive pronouncement of any competent authorities and the persons entitled thereto (including banks and bondholders ) of the Companies;

• the positive outcome of the legal, employment law, tax and financial due diligence that TerniEnergia will execute on Free Energia Group;

• the preparation of a consolidated business plan taking into account the integration of the activities of Free Energia and those of TerniEnergia and its subsidiaries.

The structure of the transaction, if will occur the conditions for a final settlement, will consist of a capital increase of TerniEnergia, reserved to shareholders of Free Energia, to subscribe through the transfer of shares to Free Energia. There is no cash outlay. The estimated value of the transaction is approximately 15 million Euros.