13th September 2012 – It should be noted that today, the act of Merger by incorporation of TerniGreen into TerniEnergia has been
registered with the Companies’ Register of Terni. The Merger will become effective tomorrow, September 14, 2012 (the “Effective Date”). The accounting and tax effects of the same shall be effective from the Effective Date.
In compliance with the resolutions passed by the Extraordinary Shareholders’ Meetings of TerniEnergia and TerniGreen, held respectively on June 28, 2012, and following the signing of the Act of Merger, TerniEnergia will increase its share capital by issuing. 9,792,000 new ordinary shares with no nominal value of Euro 2.79 per share issued for a nominal amount of Euro 27,319,680 attributable to Shareholders of TerniGreen, in the exchange ratio of n. 0.34 shares TerniEnergia for each n. 1 share TerniGreen.
Therefore, as of the effective date of the Merger, the corporate capital of TerniEnergia will be of Euro 50,529,680 fully subscribed and paid, consisting of n. 37,612,000 ordinary shares with no indication of their nominal value. The shares of TerniGreen shall be annulled from trading on AIM Italia-Mac with effect from tomorrow September 14th, 2012.