TerniEnergia announces that, following the approval of the 2016 financial statements and consolidated financial statements, Dr. Massimiliano Salvi, non-executive Vice-Chairman, and rag. Domenico De Marinis, independent director, Chairman of the Related Party Committee and member of the Control Risk and Remuneration Committees, have decided today to step down from the Board of Directors, for a greater load of professional commitments in companies outside the Group.

The Board of Directors, under the chairmanship of Stefano Neri, accepting the resignation, addressed a sincere thanks to Dr. Massimiliano Salvi and rag. Domenico De Marinis for the commitment by them profused in favor of the Company and their contribution in the period in which they served as directors.

The Board of Directors, with the favorable opinion of the Board of Auditors, therefore resolved to appoint by cooptation Ing. Piero Manzoni and Dr. Giulio Gallazzi as new Board Members of the Company, qualifying them as “not independent”, within the meaning of applicable regulatory requirements. The directors so appointed, who will hold office until the next Shareholders’ Meeting, based on the information available to the Company, do not have an equity interest in TerniEnergia S.p.A..

It is specified that Piero Manzoni and Giulio Gallazzi have also declared their acceptance of the candidacy for the office of member of the TerniEnergia SpA Board of Directors, if the Shareholders’ Meeting, convened for April 26, 2017 on first call and, if necessary, on on 27 April 2017, on second call, resolves to confirm the appointment of such directors as a result of cooptation pursuant to art. 2386. civ. and art. 13 of the Bylaws. The board member Mr. Manzoni adviser has also requested to make acceptance of the appointment to the analysis, verification and approval (pursuant to Article 2390 of the Civil Code) by the Shareholders’ Meeting, of any conflict of interest, even potential, including the assumed offices and those held in companies controlled by his family.

 

The chairman of TerniEnergia, Mr. Stefano Neri, stated:

“We feel that, with the entry of new directors, TerniEnergia operates an appropriate strengthening of the management and predisposes itself to impress a significantly acceleration to the international development process, crucial for the implementation of the strategic plan “Plug in the smart energy company”. With the entrance in the Board of directors of Ing. Manzoni and Dr. Gallazzi, TerniEnergia acquires the support of managerial and entrepreneurial figures of international standing, with strong skills of corporate and operational organization, experience in the implementation of the digital transformation, successful track record in the energy sector, asset management of renewable power plants and high-tech business management with strong relationship skills with the financial community, italians and international investors and technological and industrial partners. These are strategic profiles for the implementation of new business related to digital energy, the smart and mini grid and the development of systems, solutions, services and technologiacal products dedicated to the energy and grids sector, as well as the opening of international markets, which we consider crucial to the achievement of challenging and ambitious development programs and growth of the Group”.

 

Profile of the new Board members

Piero Manzoni

Born in Bergamo on 8 October 1962, he graduated in Mechanical Engineering from the Milan Politecnico and holds a Master’s Degree in Business Administration. From 1989 to 1994 he worked in the Schneider Group (formerly Marlin Gerin) and from 1994 to 2001 he held various senior management positions within the ABB Group in Italy, including General Manager of ABB Solutions. His last experience within the ABB Group was as CEO and Country Manager of ABB Ltd in Libya, for the entire business of the Swiss-Swedish group. He joined Siemens Italia in July 2001, where he served as Managing Director of Siemens Power until April 2006. Among other offices, he was also appointed President of Fiat Avio Power Services SpA, President and CEO of Telegyr SpA and President of Bonus Wind Power Italia SpA. During the same period has served on the Board of CESI and on the Executive Committee of the Anie Federation. From April 2006 to November 2008 he served as CEO of Atel Energia SpA and was also appointed President of Energit SpA, as well as serving on the board of the World Energy Council for Italy. He held the positions of Managing Director of Falck Renewables SpA and Falck Energy SpA, Managing Director and General Manager of Falck SpA, Chairman of Falck Renewables Wind Ltd until the end of December 2015, and member of the committee of Assolombarda Assoelettrica and Aper. Ing. Piero Manzoni served as Chief Executive Officer of Innovatec S.p.A. from April 16, 2016 to June 24, 2016. He is currently CEO of Neorurale SpA and Chairman of MenoEnergia.

 

Giulio Gallazzi

Giulio Gallazzi has an MBA (Cum Magna Laude) from SDA Bocconi Business School, Milan. As part of his MBA program he joined Harvard Business School where he completed his MBA thesis as a visiting scholar.

He began his working life in the United States, working as a senior consultant for a major American management consultancy. In 1994 he returned to Italy becoming Partner and Managing Director of VV&A, a leading Italian management consultancy. In 2001 in Milan, Giulio Gallazzi founded SRI SpA, his own advisory company in Italy, offering business development strategies, corporate financial advisory and investor relations services with a special emphasis on social and environment responsibility. Today this venture has become the SRI Group, a UK-based holding company with operational offices in London, Milan, Rome, Shanghai, Beijing, Hong Kong, Monterrey and Mexico City and several collaborations in 15 other countries worldwide. The nine subsidiary companies of the SRI Group offer advice on business development, market entry strategies, sustainable finance, mergers and acquisitions, corporate restructuring and corporate governance. Among them is SRI Capital Advisers, an FCA regulated business which provides innovative investment advisory solutions for corporate and institutional investors. NPV focuses on business management advice in the corporate sphere with special competences and skills in the energy and infrastructures sectors. He is currently a member of the Management Board of Banca Carige, one of the largest banks in Italy. From 2014 to 2016, he was also a member of the Management Board of Ansaldo STS, a stock exchange listed company in Milan. Giulio works closely with a wide range of academic institutions, foundations and other not-for-profit organizations. This has helped SRI Group develop its distinctive network of connections which includes government institutions and major universities as well environmental, charitable and religious institutions. He is a visiting Professor at the John Paul II Pontifical Institute for Studies on Marriage and the Family in the Vatican, where he lectures on finance and sustainable development issues, and is on the board of the Benedict XVI Foundation for Marriage and the Family. During the course of his career, Giulio has published widely on issues related to corporate management and financial restructuring issues.

 

The complete curricula vitae of Piero Manzoni and Giulio Gallazzi are available on the web site of the Company www.ternienergia.com.

 

The Board of Directors – following the resignation of De Marinis – has also integrated today the members of the Related Parties Committee, the Remuneration Committee and the Committee for Internal Control, who will remain in office until the end of their office of Directors of the Company. The independent directors Paolo Ottone Migliavacca, Mario Molteni and Laura Rossi are members of the Related Parties Committee, the Committee for Internal Control and the Remuneration Committee. Laura Rossi was appointed Chairman of the Related Parties Committee.