TerniEnergia 3.0. Business Plan and guidelines for the strategic development

Transcription

1 STRATEGIC PLAN Milan 28 February 2011 TerniEnergia 3.0 Business Plan and guidelines for the strategic development phases of development 3 business units: Independent Power Producer (IPP), Integrated Energy Solutions (IES), Environmental Resources Solutions (ERS) 3 continents for internationalization TerniEnergia Erbusco (BS) March 2012 Nera Montoro September, 14th 2012

2 1. The Market Trend 2. Strategic Assessment Guidelines and Identification of Strategic Development 3. Development guidelines of the business Group 4. Economic and financial Business Plan Baseline A platform for future development Page 2 Page

3 1. Market Trend Page 3

4 Market Trend Analysis The main factors relevant to the analysis of market trends are: 1.The total energy needs at the country level and in the industrial sectors. 2.The differentiation of these needs in different geographic markets, subjected to different pressures based on the growth rate of the country and the social pressure to sustainability, which is manifested in explicit policies to support renewable energy and the energy efficiency. 3.The technologies, as determinant for the degree of efficiency and economic and environmental sustainability both for energy generation, and for energy efficiency, for the envitonmental and marginal sources recovery. 4.The applications of such technologies, which in some segments may be essential for energy recovery or for creating clean geneation, making it competitive with traditional sources (eg the situations where diesel generators are the alternative). 5.Financial markets with distinction in the situation of equity markets and the availability of debt. Geo Markets Financial Markets Equity Needs Applications Technologies Financial Markets Debt Page 4

5 From an apparently unfavorable evolution... Market Trends General Macroeconomic Factors Sector Consolidation A season is over The market for renewable energy is going through a period of restructuring due to: Maturation of the market in some geographic areas, resulting in Phasing out of incentivesd (eg central and southern Europe for solar); Uncertainty of the regulatory framework resulting from delays and second thoughts of many governments (eg new incentive schemes in the UK, Italy, etc..); Axis shift into new geographic markets, mainly in emerging economies such as USA and China. These specific trends are grafted on some important macroeconomic phenomena, including: General economic slowdown, very pronounced in some important markets, especially for solar (Southern Europe) Decision-making crisis in many countries Financial crisis, which has: reduced access to credit for many market operators and reduced its availability especially for the markets of Southern Europe, which were the most dynamic in the Solar field; Created uncertainty in the allocation choices of investors resulting in postponement of investment decisions in equity. Consequently, the industry is going through the tumultuous end of the development phase and the first phase of consolidation, in which many industry players will disappear, some will be absorbed and others will emerge as winners. The combination of events does not seem to make risk-free even large industrial operators on the top of the supply chain that have created an outlet market through a policy of co-investment, such as EPC or chinese module manufacturers, affected by the sudden contraction of the market and financial imbalance The main consolidation strength of the sector is undoubtedly the gradual phasing of the incentives to the sector, resulting in the removal of marginal competitors. The incentive schemes on the supply side are present in most countries, but there is already a general phasing out off the same. Already from today in many applications and countries renewable energies are competitive with fossil fuels and are always a winner in terms of speed of development of generative capacity. Operators who have only ridden the wave of incentives are now financially disoriented and intended to exit the market if they can not become aggregators and diversify their exposure to risk. Page 5

6 To... a new era of growth Boom of electricity demand in Emerging Countries Renewables already competitive Lifestyle evolution Some general trends create the conditions for a new era of development of the renewable energy market, and in particular: The boom in demand for electricity in emerging countries, fueled by the need for industrial growth and changing lifestyles, with frequent episodes of blackouts created an intolerable situation in the short term, on the industrial and political level: In many of these countries the electricity generation must triple in the next 10 years. For these countries, the choice of renewable energy is strategic and irreversible, as it is the fastest way to create sustainable and distributed capacitance, taking into account the difficulties of the grid (Africa, India etc.). In these countries, even in the presence of incentive systems, competitiveness compared to fossil fuels is often already achieved or will be achieved in the next 2-3 years. Even the oil-producing countries (eg the Gulf States) have launched in independence programs from fossil fuels, for the obvious convenience to sell their own reserves. During this period, the focus must be on the development of initiatives without taking into account the incentives. Changing of lifestyles and environmental constraints are also creating an increasing demand for the transformation of marginal resources (waste, etc..) In energy and environmental solutions. Development in the West New demand for financial products The request for conversion of the western economies from fossil fuels and nuclear power to sustainable sources, even in the presence of a contingent reduction in electricity consumption due to the economic crisis, and the opportunity to use a new economic paradigm to support the output from the economic crisis. Million people, mainly in Europe, have become retail investors and producers of clean energy. For the first time millions of people have immediate benefit from the adoption of lifestyles environmentally aware: it is a direct and immediate financial return on investment and not just a future return on the quality of life for our children. This has generated a new dedicated financial products, but far from potential volume of demand. It is a new phenomenon also from the point of view of the financial markets. For the first time there is a retail request for l financial and sustainable products, with interesting potential of de-intermediation. Page 6

7 Renewables became mainstream investment A strategic infrastucture in low risk Renewables as mainstream Investment...With a qualified offer under construction Facing an already ready financial request a qualified financial offer of products is going to be organized. - The large institutional traders (pension funds and mutual funds, insurance etc..) Are increasingly allocating to this asset class because: - Renewable energy is linked to vital needs, essential and growing, stable in the long term, resulting from the progressive demand for energy in emerging countries and the demand for replacement of fossil fuels in the West. For emerging countries renewables are the strategic infrastructure to fuel their growth, as it is the fastest way to meet energy demand, as the experiences of Europe have shown (eg Germany and Italy, in the solar sector in only 24 months have installed a capacity equivalent to a dozen nuclear power plants). - The cash flows are extremely stable and predictable, providing the perfect base financial product, regardless of the incentives and country risk connected. Pension funds, mutual funds, insurance must be allocated to other asset classes to diversify the risk and find stable returns that allow better performance than satisfactory in recent years : The current yields of operators are below expectations. Traditional areas of low risk (real estate, government securities, etc..) Have been shown at a greater risk than expected The low-risk alternatives currently available (best public bonds) are even negative return, and unsustainable for the mission of these investors. The regulatory requirements (Solvency II, Basel II etc.) will oblige anyway to look at energy as an asset class attraction. In the next decade will be allocated a portion of a few percent of the approximately $ 80tn to this asset class, even in the face of retail demand more and more interested in products "sustainable. Pension funds and insurance Europeans are ahead of this allocation for the most experienced in the industry, but this year facing major investors in North America and Asia. The renewable energy sector and the one in connection involve investments of 2.9tn over the next 10 years. Facing this growing request, in the coming years we will witness to a shortage of investment grade products. Institutional operators not speculative require a base qualified product (stable cash flow) for investments in low-risk instruments and industrial stakeholders with critical mass and geographic diversification of risk and counterparty, with a clear identification of the indutrial platform able to manage the related cash-flow. Page 7

8 Market Trends The main assumptions on market trends are as follows : Differentiated Strategies The demand for energy is growing on local and national networks or directly for industrial operators who need special and distinctive skills. Threfore different strategies are needed. In the field of generation connected to the grid, critical mass is requested with diversification of country risk, and a strategy focused on the points of connection and networking, which generates energy in a balanced way with regards to the demand curves. It is necessary to be agnostic with regard to the technology of generating and integrating different technologies without being dependent on only one. However, some technologies are faster and more scalable because of their modularity (eg solar, wind, etc..) And are therefore to be considered as short-term opportunities for entry into new markets. The market requires integration of skills from clean power generation, energy efficiency and the conscious use of marginal resources (waste, etc.).. Operators with integrated skills will be successful. Regardless of Incentives The global trend to overcome incentives should be anticipated to avoid dependence on public decisions and tender processes which make little programmable the business development. Therefore only industrial capability and the logic of long-term investment will play a key role. Focus and critical mass Financial Expectation Instability of short The gradual consolidation of the market makes it necessary to increase the overall company size. Critical mass is requested. Small operators without distinguishing features will be eliminated. Equity and debt. Given the conditions of access to equity and debt, only operators who will be in compliance with the conditions of transparency required by the markets and have a combination of stable cash flows and growth opportunities are more attractive for institutional investors. Unstable market in the short term, especially in Italy. The phenomena of volatility in the markets have been particularly significant for Italy for the simultaneous action of the Euro crisis and the development of regulations to encourage renewable energy. Italy continues to be a major market for renewable energies. It should be necessary to diversify country risk and seize opportunities for growth in emerging markets for renewable energies. Page 8

9 Evolution of the energy needs in different countries Country strategy A. Energetic Swap As far as energy development is concerned, three strategies at country level could be identified to be considered for the development of a business focused on power generation A. Energetic Swap, marked by a progressive replacement of production capacity based on fossil fuels with renewable sources to reach binding international commitments on emissions and following the trend of public opinion. In these countries: Replacement with renewable sources is subject to public incentives on the offer side involving a total decreasing cap; There are interests of traditional producers and networks to limit the use of renewable energy; A growing demand for sustainable financing products; Energy demand in contingent decline because of the economic crisis. In these countries, it makes sense to work for investment in Grid Parity, diversifying sources including solar, biomass, biogas, waste to energy and wind power (if not saturated). In these countries, environmental awareness leads to the recovery of marginal resources for both the reuse both for energy generation. Companies are interested in having clean energy independence and energy efficiency improvements. B. First Capacity C. First Capacity and export B. First Capacity, characterized by the need to increase generation in the short term to provide energy to developing economies and lifestyles in rapid transformation, with the need to triple the capacity in a decade. In many countries the gap is critical because it leads to black-out and planned disconnections. For many companies the energy independence is therefore strategic. In these countries Renewables are the solution because the it is quickest and sustainable way to increase power generation and allow to approach points of generation and consumption Incentive schemes have been defined For many applications, renewables are competitive with alternative fuels. In these countries the change in lifestyle creates problems and additional opportunities for the use of marginal resources such as municipal waste. C. First Capacity and export. Some countries are characterized by a need to increase the power generation for the growth of domestic demand but, being interconnected with the countries of the first or of the second type, they can also generate clean energy on site and exporting a part of it. The countries currently or in the future interconnected with the European Union (Morocco, Tunisia, Turkey, Serbia, Montenegro, etc..) have set targets to export, thanks to international agreements. However, the economic crisis poses a risk to this strategy, which is still present in some neighboring countries with strong economic development. Page 9

10 2. Strategic Assessment and Identification of Strategic Development Guidelines Page 10

11 Activities undertaken for the Stability and Growth In acontingent market situation that has a large quantity of opportunities in terms of development and quota restrictions on access to capital are especially rewarded companies that can combine in their business model the following concept: 1. Stability of cash flow and growth opportunities arising from the replicability; 2. Differentiation of risk country where they operate as a business and differentiation of counterparty risk when operating B2B; 3. Differentiation of the sources of capital, operating from time to time where it is easier to obtain it. For this we need a strategy that combines size of the business, growth and development policy of relations with capital markets and debt. As a result of these assumptions, the Group expects the following lines of development: 1. International development; 2. Concentration on the possession and control of assets with direct investments; 3. Specialization of some sectors leading integrated skills to solve the problem of overall energy companies; 4. Focus on a few lines of business to greater development, maintaining without investingthe business lines with lower potential return and growth on which is based the past development (EPC, O & M) and focusing on the lines of generation and diversification of technology taking into account the opportunities for short and needs to cover a demand curve. Cash flow stability Differentiation of country risk Alternative sources of capital Internationalization Ownership and control of assets Growth Differentiation of counterparty risk Internationalization of sources of capital debt Diversified power generation + Efficiency and recovery Page 11

12 3. Guidelines of Business Development Page 12

13 Subsequent lines of action of TerniEnergia Focus and critical mass Integrated skills will win Combination of stable cash flow and growth A World without incentives Access to equity and debt Geographical diversification The consequences of developments in the sector were considered by TerniEnergia the definition of a strategic realignment that began in 2012 and will see a gradual shift in anticipation of market trends, providing answers to the positioning requirements demanded by the market. TerniEnergia continues the process of growth, focusing on three lines of development: Direct investment for grid connection and then with public counterpart, with diversification of country risk, aiming at the development of the countries with strong growth demand (eg South Africa and India) and replacement demand (Europe). Direct investment in generation and energy efficiency for industry verticals with private counterparts and consequent diversification of counterparty risk. Environmental interventions and use of marginal resources. The aim of TerniEnergia is to be an industrial operator with expertise in the areas in which energy efficiency and the availability of energy are strategic, creating applications for energy industries of the sector, integrating generation technologies and skills for energy efficiency. TerniEnergia is a company ready for this strategy for vertical applications, thanks to the integration actions carried out during 2012 (growth in energy efficiency, merger with TerniGreen, development of electricity generation from biomass and biogas, etc.). TerniEnergia intends to grow in emerging markets and consolidate its presence on its historical markets, starting from Italy, through the implementation of a strategy of IPP (Independent Power Producer) integrated, developing and building systems with different generation technology to handle them directly, even if sharing ownership with financial investors This combination of investments for growth and stabilization of cash flow allows a balanced process of generating value for shareholders. The aim of TerniEnergia is to place its presence in the geographic markets where renewables are already competitive or will be shortly and where competition doesn t act on mere request for replacement of the sources. The aim of TerniEnergia is to maintain the excellent reputation with investors, using its presence in the stock exchange to be an investment platform for institutional investors, creating conditions, through the stability of cash flows, using the debt efficiently with respect to changes requested by the market.. TerniEnergia intends to have a balanced portfolio by Country. In 2012 started the internationalization, in some European countries (Greece and recently the opening of a subsidiary in Poland) and in some attractive emerging markets ( South Africa of India) on which to operate gradually and in an integrated manner with the different lines of business. Page 13

14 TerniEnergia in this market vision New business plan TerniEnergia 3.0 The 3 lines of action: 3 business units TerniEnergia, with the new business plan, intends to launch its third cycle of development and aims to be a stable investment for equity and create a platform to access existing qualified investment demand for this asset class. To this end intends: To concentrate investments in assets that ensure stable cash flows over the long term; Managing a steady growth through international expansion; Take advantage of short-term profit opportunities arising from services to third parties, now expanded to multiple technologies. The business plan is spread over 3 lines to maintain the necessary continuity and diversification: Being an international IPP, developing, building and managing renewable energy plants in countries with potential for growth, reaching a critical mass of electricity generation to the grid in Europe, India and South Africa, not depending on public incentives (grid parity); Being a specialized solution provider for the overall energy and environmental-related issues of large corporations operating in key industries, providing green power generation and thermal energy solutions for their strategic independence, blending together renewable energy supply and energy efficiency programs, with a direct coinvestment alongside our client (IPP and ESCO logic) or simply supplying a-class "turn-key" solutions; Being a specialist operator in recovering and turning waste into new life or other residual resources and materials (water, components, etc.) or converting them into energy, using the experience built up over the last few years as a potential business. Page 14

15 The repositioning Repositioning In 2012 TerniEnergia begun its business repositioning from a mainly PV-centered construction company (EPC model that characterized the business of 2011) to a broader model focused on directly investing in power plants using different technologies for power generation (solar, biomass, biogas etc.), on marginal material and waste recovery plants (e.g. tires), on energy efficiency. The new season of Terni Energia enlarges the span of its competencies on the market, it sets aside public subsidies and incentives and looks at those geographical markets where renewable energy is a strategic infrastructure for the long term solution of energy needs. The new season of development of TerniEnergia ignores the dependence on government incentives and look at the markets (geographies and technologies, vertical applications) where renewable energy is a strategic infrastructure for the solution of a basic need. TerniEnergia 3.0 Vision Mission The Business Plan is conventionally called TerniEnergia 3.0 because it is the third phase of company's development, after its start-up and its growth in the market boom, fueled by public incentives. Power generation and energy consumption are becoming more and more integrated, bringing together distributed power sources and energy efficiency of the final use, either a community or a business. Marginal resources will become critical due to sustainability requirements and public opinion attitude towards a cleaner world. TerniEnergia is the industrial Green Company leader in the sustainable and integrated energy resources management for territories or corporations, whose mission is to build and manage economically and environmentally sustainable solutions to energy and environment issues, integrating clean power generation with energy efficiency and marginal materials recovery. Page 15

16 Group Mission Statement 3 Business Units The three business units on which is built the development of TerniEnergia 3.0 are: a. IPP Independent Power Producer: whose mission is to produce energy from various renewable resources in a sustainable and economically competitive for national networks or local direct investment in TerniEnergia and its partners co-investors. b. IES Integrated Energy Solutions: whose mission is to create systems to provide sustainable energy at competitive costs and efficiently manage the consumption of large customers to provide them a competitive advantage in their investment or with the participation of investment in logic Esco. Fall into this business unit also activities EPC and BOT for third parties for the various renewable. c. ERS Environmental Resources Solutions: aims to offer integrated solutions for the use of marginal resources through the economic recovery and transformation into new uses, or to convert into energy, with direct participation investment. Between the lines of action already activated: recovery of used tires, the organic waste treatment, recovery reclamation and conversion of industrial sites and sewage. Page 16

17 Overall guidelines Integrated and multitechnology International Baseline and Growth Integrate different technologies generating clean energy, energy efficiency and recovery marginal resources. During 2012, the Group achieved a merger with TerniGreen and have made direct investments in solar, biomass, waste treatment and waste materials (eg tires) and industrial energy efficiency measures (eg for cement), thus completing the expansion plan of skills and applications. The Group has completed the course to be the Green Company integrated, multi-technology and multifunction. Priority will be given to projects aimed at integrating further generation, energy efficiency, resource recovery marginal, re-use of scarce resources, to benefit from the competitive advantage gained by the group with integrated skills. Furthermore, the investments will be able to give long-term stability EBITDA. Independent with regard to the technology, unless it can be demonstrated a clear and sustainable differential technology to allow you to win on projects (eg the acquisition Greenled Srl, which has an innovative know-how for the production of specific equipment for lighting LED). Focus R&D on integrated solutions rather than individual technologies. Internationalization to seize the opportunities of development and spread risk country. In the last period TerniEnergia initiated the necessary steps to go in developing countries, to develop and direct investment in plant and the construction under contract (EPC + BOT) in South Africa, Greece, and recently Poland and India, some of countries with more attractive in in this sector. Develop generation plants from renewable sources in different logical next Grid Parity with PPA (Production Purchasing Agreements) private or public, without incentives. International Development materializes both in emerging countries with strong growth in energy demand and environmental (South Africa, India), both in mature markets characterized by demand for replacement capacity and energy efficiency Energy (Europe). Investments. Maintain a proactive organization, capable of presiding over the geographical markets and vertical markets industry. Given the increasing demand from institutional investors to invest in renewable energy assets and environmental assets, the Group will continue its policy of involving equity investors and lenders in debt at project / system, in order to support direct investment needed for growth international. The current plan is structured on a baseline for the strategic development and with the forecast for investment limited to 2013 given the current macroeconomic situation and the situation of the credit crunch. Page 17

18 4. Baseline Financial Plan Page 18

19 Results in the course of achieving in 2012 Main events of the 2012 management Ongoing activities in 2012 Among the facts of the 2012 report is : The merger of TerniGreen (already listed on the AIM market organized and managed by the Italian Stock Exchange), aimed at integrating the energy sector with the environment, with the advantages dell'efficentamento company in terms of resources and accretion in terms of size. The beginning of the internationalization: Through the creation of three subsidiary to support the activity; The start of operations in South Africa is under contract (with the first-ever approval for 10 MW PV to be carried out on behalf of a major European player) for both direct investment in local developments not subject to the schedule of public incentive; The consolidation and further development of EPC activities in Greece; The start of the activity in Poland, one of the few European countries currently growing, aiming to enhance the Group's overall system of supply. During 2012 were made a series of investments primarily aimed to: Acquire contracts to build plants abroad (South Africa: 10MW, Greece: 26MW) as EPC contractor; Integrate skills needed to substain the new strategic positioning (TerniGreen merger, Lucos integration, etc.); Making new industrial property in Italy (PV, biomass / biogas, ELT); Consolidate the ownership of the plant in owned JV, to allow the optimization of the tax and cash management. Page 19

20 2012 Investments and Plan A stable base for the future In the course of 2012 was designed not only to handle the shock of the fall of the Italian market for renewables, the euro crisis and the general process of market consolidation, but it is intended to play in advance of the new requirements posed by the characteristics market resulting from these developments. Consistent with the repositioning of business, the Group TerniEnergia (post-merger) in 2012, to anticipate market trends, investments made or started going for about 34m, towards the building of facilities owned and designated for generating a stable and recurring cash flow. The investment plan, in line with the three new business units identified, has already led in 2012 to replace the whole source of revenues, EBTDA and cash flow in order to have as a starting point of 2013 a business plan with a baseline stabilized cash flow and long-term, allocating investments on business lines with higher margins, without absorbing cash for investments to a lower margin business. The investments have led to a proprietary portfolio of power plants in operation with a total of 61.1 MWp in Joint Venture and 9.2 MWp in full ownership. To these are added : a plant in operation to recovery end of life tires for the treatment of over 20 thousand tons / year; a second identical implant in progress; a biodigestion system of the organic fraction of municipal solid waste with recovery of materials and energy in the process of completion (capacity of over tons / year) that will be connected to the national grid by 2012; a pyrogasification plant of woody biomass (virgin wood) for the production of electrical energy that will be connected to the network by 2012; a biodigestion system of the organic fraction of municipal solid waste with recovery of materials (capacity tons / year) in progress. During the 2013 investment will continue to open new geographic markets and selected new plants to produce energy from renewable sources and for the recovery of materials for an additional estimated amount of approximately 20m. The investment plan of 2012 is supported by its own means and by resorting to debt financing (mainly through the use of leases), and acting on the refinancing of the construction. The investments planned for 2013 (approximately 20m) will be financed in the same way. Page 20

21 Potential replicability Investments 2013 Investments 2013 high low 0% 10% 20% 30% 40% 50% IRR Levered Planned investments for 2013 amounted to 20 million in the areas of: Treatment and recovery marginal resources Power generation water purification Energy efficiency and cogeneration Profitability and investment high replicability Page 21

22 A stable baseline for the future Revenues and EBITDA Profile The repositioning carried out led to the creation of an economic and financial with a hard core of business with capacity to generate income and long-term, recurring EBITDA, while keeping within the skills necessary for the further development of the business, even spreading them through the merger with TerniGreen. These results were obtained in the context of a particular sector difficulties resulting from macroeconomic and regulatory uncertainty. This based business can look to the aggregation process under way in the market, having a stable cash flow and at the same time an opportunity for growth through additional investment and development in new markets. The plan was built as a baseline, or the ability to self-generation business using the resources of financing in the company, without resorting to extraordinary capital. The stable base for the future The investments made during 2012 is twofold: On the one hand you have created a base of recurring revenues and EBITDA, and extremely stable for the next year that constitute a significant portion of revenues and EBITDA as early as 2013, following the entry into operation of plants now being finalized These revenues are derived from the generation of electricity from plants owned (PV, biomass), the transformation of marginal resources with the use of equipment owned (eg treatment plants outside tires to use), the operation of two wastewater treatment plants within a reclamation project and long-term contracts for O & M. the remainder of the expected revenues in 2013 is attributable to contracts, mainly arising from EPC contracts with major customers, mostly abroad. On the other hand you have created the foundation to change the business mix between business units, with a reduction of country risk and diversification of technologies, resulting in a higher predictability of the value of production and EBITDA. Page 22

23 Mln\ Economic and financial performance of the Baseline Plan (*) Changes in the value of production and margins % 28% 29% 140,0% 120,0% ,0% ,0% 60,0% 40,0% 20 20,0% ,0% REVENUES EBITDA Margin Revenues rose from 90m in 2013 with a CAGR of 17%. Continue the gradual change in the composition started in 2012 in favor of business in recurring revenue resulting from the entry into operation of facilities owned, with a diversity of plants that are not only more but also solar and biomass recovery of marginal materials. The EBITDA margin increased gradually to the impact of margins generation, more stable due to the new mix of the business. (*) Data relating to the aggregate business of the Group TerniEnergia, after the merger with TerniGreen - Proforma resulting from the proportional consolidation of the Power Generation. Page 23

24 Economic and financial performance of the Baseline Plan (*) Break down Balance sheet 2013 NET WORKING CAPITAL** 15% 57% NON CURRENT DEBT FIXED ASSET 85% 19% CURRENT DEBT 24% EQUITY TOTAL ASSETS TOTAL LIABILITIES Gearing Ratio < 1,1 (PFN/Debit short) Copertura Fixed Assets 3,3 (Fixed Asset\Equity) (*) Data relating to the aggregate business of the Group TerniEnergia, after the merger with TerniGreen - Proforma resulting from the proportional consolidation of the Power Generation. (**) Including Provision and other liabilities Page 24

25 Group Structure 100 % 50 % 100 % 100 % 100 % 5 SPV for full equity plants 11 JV with EDF EN Italia S.p.A. and other national partners TerniEnergia Hellas TerniEnergia South Africa* TerniEnergia Polska 100% 70% 70% 50% Greenled * pending registration at Chamber of Commerce Page 25

26 The strengths of the Business Plan Cash flow stable and controllable Lower volatility Diversification of country risk Lower counterparty risk Technological diversification Growth potential The repositioning of course has already achieved significant results in 2012 and has brought the following benefits : A profile of better control of cash generated by the business, which helps stabilize the cash flow for years to come, having a "hard core" of cash flows with an easier financial forecast of the business will have positive impact to cover the costs fixed and less dependence on the acquisition of orders and less competitive pressure on margins. EBITDA in 2012, despite the dramatic downturn in the Italian market, and targets 2013 (supported by an enhanced predictability) is in fact very positive due to the entry into operation of the investments made in A progressive reduced dependence on business EPC contractors who margins less attractive compared to new business but a financial position almost neutral and whose revenues are more susceptible to market dynamics and competitive pressure In the presence of a dramatic market downturn resulting from the end of the PV incentives in Italy, the development since 2012 has moved to the other technologies and other countries. The development of the business was relocated mainly on foreign markets to diversify country risk, eg to avoid the double effect of the overlap of the termination of the incentives in Italy and the financial crisis that hit the euro hard most of the competitors. A reduction of counterparty risk through diversification initiatives and a careful selection of counterparties (developers, utilities, investors and co-investors, suppliers and subcontractors) to maintain the level of the partners who have so far had confidence in TerniEnergia, which consist of major European players. The start of a process of diversification of technologies for generating (PV, biomass, biogas etc), For the recovery of marginal resources (PFU etc) And for energy efficiency, which takes place without sacrificing the profitability of short period. Building a business with growth potential because it is oriented to countries with growing energy demand technologies and less impacted by the revision of the incentive systems or independent of government incentives. Page 26

27 5. Una piattaforma per il futuro sviluppo Page 27

28 A platform for future development The Green Economy is representing profiles of industrial relevance in rapidly growing not only in Italy, in particular with regard to the production of clean energy, recycling and recovery of materials and energy from marginal resources. In the face of new needs related to sustainability are not yet integrated industrial subjects exclusively in Green, which may constitute an aggregation platform, and at the same time it is an opportunity for institutional investors. This platform should meet the following requirements : Focus on clearly identifiable segments, consisting largely of tangible assets that can generate stable cash flows from long-term with a low risk profile; Operate in a regulated market in order to ensure transparency and the adoption of best practices and appropriate form of governance; International profile; Industrial track record adequate to demonstrate high ability to carry out management and achieve optimal performance over time; Size that could be an element aggregator without constraints on growth posed by the shareholder. TerniEnergia following the merger with TerniGreen has the features to provide a platform for aggregation at the international level that meets the expectations of the financial community and in particular the large institutional investors to allocate in the Green part of their investments, favoring the early strengthening of a new industry. Page 28