The origins of the activity of the T.E.R.N.I. Research Group date back to September 9, 2004, when the company Skill & Trust Consulting S.r.l. (whose shareholders were Stefano Neri and Giovanni Ranalli), Spartaco Franconi and Francesco Fioretti incorporated T.E.R.N.I. Research, which intends to serve as an “incubator” of applied research projects in the scientific and technological fields identified through a scouting activity carried out with the involvement of small and medium enterprises, institutions, research agencies and universities. In pursuing the development goals of the selected research projects and in accordance with the spirit of the T.E.R.N.I. Research Group to involve local entities in its activities, T.E.R.N.I Research incorporates a series of operating companies together with some partners, specialists and entrepreneurs, who come to own minority shares. Each operating company is dedicated to research and to the feasibility study of the individual projects identified. On September 21, 2005, the Issuer was incorporated with the original name of T.E.R.N.I. Ricerca e Industrie S.p.A. In the initial configuration of the T.E.R.N.I. Research Group, the Issuer represents the entity for the intragroup’s financial activity and the support and coordination services for the development of the projects of the operating companies belonging to the T.E.R.N.I. Research Group. In October 2005, T.E.R.N.I. Research was transformed from an operating company to a holding company and it acquired all the investments in the subsidiary companies held by other shareholders, thereby becoming the sole shareholder of each of the companies. T.E.R.N.I. Research Shares were transferred pro rata to the other shareholders. In July 2006, the Issuer acquired all the shares of RGBit S.r.l., a company operating in information technology consultation and software delivery business. When the Ministry for Economic Development issued the Conto Energia (Energy Account) in 2006, the T.E.R.N.I. Research Group focused on the development of photovoltaic systems. The activity in the photovoltaic energy industry is performed by certain of the Group’s subsidiaries as follows:

• the Issuer provides the services necessary for the installation of the photovoltaic systems and serves as a purchase center for panels and inverters from outside suppliers, which it subsequently resells to T.E.R.N.I. Research Energy;
• T.E.R.N.I. Research Energy performs commercial activities, managing customer relations, receiving orders, selling the systems and issuing invoices;
• Ionizing Radiations has its own business unit dedicated to the photovoltaic business, which deals with the metal work necessary for the installation of the systems, the assembly of electrical panels and the construction of infrastructures and electrical connections.

Also in 2006, the management of the T.E.R.N.I. Research Group decided to operate more rationally and efficiently and, for this purpose, it conducted a comprehensive reorganization of the corporate and organizational structure of the Group. Hence, it concentrated the entire cycle of photovoltaic activities by the Issuer so that it could serve as a system integrator and deliver “turnkey” systems. The rationalization process of the Group’s activity in the renewable energies sector was conducted in various phases and ended in 2007. During the first phase, Ionizing Radiations transferred the business unit dedicated to the assembly and installation of photovoltaic systems to the Issuer. Within the corporate reorganization of the T.E.R.N.I. Research Group, on December 28, 2006, the Issuer transferred the 100% share held in RGBit S.r.l. to T.E.R.N.I. Research. As of December 31, 2006, 20 photovoltaic systems built by the Issuer were installed for a total power of 800 kWp. In the Umbria Region, the Issuer built systems whose power accounted for 24.5% of domestic photovoltaic electrical production with the Energy Account formula in the 20 - 50 kWp(1) bracket. In 2006, the Issuer, in addition to the industrial initiatives undertaken in the photovoltaic energy sector, initiated a series of analyses to assess development opportunities within the scope of the construction of wind-power parks and the production of energy from other renewable sources. On February 19, 2007, the Minister of Economic Development issued, by ministerial decree, the New Energy Account, which superseded the previous Energy Account. The previous Energy Account was very complex and provided for an imbalance in the incentive schemes in favor of a ground-based system. The issuance of the New Energy Account streamlined the bureaucratic process, which provided further momentum for the Company’s activity. In February 2007, the Environmental Impact Assessment procedure was started for the wind-power park located in the town of Stroncone, Colle Ventatoio, which is a province of Terni. On December 27, 2007, the Umbria Region issued a favorable opinion on the environmental compatibility of the final project. Starting in March 2007, the Issuer entered into agreements for the construction and commissioning of photovoltaic systems with primary operators in the domestic energy industry, such as companies in the ENEL group and EniPower S.p.A. On March 26, 2007, the Issuer completed an industrial agreement with EDF Italia, controlled by EDF Energies Nouvelles (part of the French Group EDF). The parties formed a joint venture on an equal basis, called “SolarEnergy S.r.l.”, whose purpose was to identify, develop, fund, design, build and commission, in Italy, industrial photovoltaic systems (in particular, with unitary power ratings between 500 and 1,000 kWp), and to sell the electrical energy produced by them. Within the rationalization of the activity of the T.E.R.N.I. Research Group and the concentration of the photovoltaic activity in the Issuer, on September 19, 2007, T.E.R.N.I. Research Energy transferred the entire company to the Issuer’s share capital. On October 29, 2007 it was approved to change the Issuer’s name to TerniEnergia. On December 28, 2007, the merger by incorporation of T.E.R.N.I. Research Energy into T.E.R.N.I. Research was approved and the transaction was completed on March 26, 2008. In 2007, there were 48 photovoltaic systems subject to final testing by the Issuer for a total installed power of 3,553 kWp. On April 9, 2008 TerniEnergia executed an industrial agreement with Valle d’Aosta Energie, a company included in the Cogne industrial group, whereby the parties committed to the creation of an equal-share joint venture for the development, construction and commissioning of photovoltaic systems in Italy, and the sale of the electrical energy produced by them. The agreement also provided for the parties’ commitment to develop, build, and commission wind-power systems in Italy. On April 17, 2008, within the scope of the agreement, EnergiaAlternativa was incorporated and is an equalshare joint venture with a non-exclusivity clause between the Company and Valle d’Aosta Energie.

(1) Source: Data processed by the Company on the basis of GSE data.