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The shareholders’ meeting approved the buy-back plan proposed by the board of directors

The Company intends to provide shares as consideration for eventual extraordinary operations and shall arrange stock for stock option plans.

The plan includes purchasing 1.241.000 (max.) own shares, amounting to 5% of capital stock.

Terni, 1 September Julyo 2009 – The company Meeting of TerniEnergia S.p.A., a company in the renewable energy sources field, among the main system  integrators  in  Italy  in the photovoltaic sector, approved on this day the buy-back plan proposed by the board of directors on 27 July 2009.

Grounds of the buy-back plan

By purchasing its own shares, the Company intends to:

  • dispose of shares for a corresponding amount in the scope of eventual extraordinary and /or strategic operations including exchange of stakes with other parties such as industrial/commercial partners;
  • establish the required stock in order to launch eventual stock option plans that could be approved in the future. These plans can be launched for enhancing the competitiveness of the capacity of attracting and securing to the Company the best managerial competences.
The operations are not aimed at the reduction of capital stock through cancellation of own shares purchased nor are they intentionally directed to  Company delisting operations.
Numero Massimo di azioni proprie acquistabili

The equity capital entirely subscribed and paid up amounts to 12.410.000,00 euro and is accounted for by 24.820.000 ordinary shares with no nominal value.
The Meeting thus authorized the board of directors of the company to purchase, 1.241.000 (maximum) of shares in lump sum or over a period of time, not exceeding 5% of capital stock taking into account own shares held directly and those held by any subsidiary companies. The Company does not currently hold own shares.

Validity period of authorization by the Meeting

The authorization for buy-back of shares is requested for a period of 18 months from date of Meeting. The authorization to dispose of own shares purchased over a period of time and deposited in portfolio has no datelines.

Indication of minimum and maximum price

The unit consideration for purchase of the shares shall not exceed or be less than 10%  with respect to the reference price of the share in the trading session prior to each single buy-back operation.
From the perspective of the consideration for the alienation of the own shares purchased, the board of directors shall have the discretionary power of determining from time to time every further condition, procedure and terms in consideration of the performance of share prices in the period prior to the operation and for the best interest of the Company.

Buy-back procedures 

The buy-back of shares shall take place in compliance with the current norms including regulatory norms and in particular under article 132 of TUF (financial regulation law) and article 144-bis of the Issuers’ Regulation and in compliance with article 5 of the EC Regulation 2273/2003.
Among the various procedures enabled by the Issuers’ Regulation (in particular through TOB or exchange, that is, in the regulated markets), purchasing shall take place in the regulated markets. With regards to buy-back disposition operations, they shall be carried out in lump sum or over a period of time, without datelines and through the most appropriate procedures in order to fulfil the proposed purpose.
The Meeting has granted to the Chairman and Managing Director of TerniEnergia, Mr. Stefano Neri, the power to act on the operation in question and on market report.