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INNOVATEC S.P.A.società per azioni (limited liability company)

with registered office in Via G. Bensi, 12/3 20152, Milanofully paid share capital of Euro 5,027,858.00

fiscal code, VAT number and registration number with the Company Register of Milano 08344100964

R.E.A. No MI-2019278

ADMISSION DOCUMENT

to the trading of financial instruments called

“Innovatec 2020”

On the professional segment (ExtraMOT PRO) of the ExtraMOT

managed by the Italian Stock Exchange

The financial instruments are issued in dematerialised form in accordance with legislative decree No.

58/98, as subsequently amended, and held by Monte Titoli

CONSOB AND THE ITALIAN STOCK EXCHANGE HAVE NOT EXAMINED OR APPROVED THE CONTENT OF THIS ADMISSION DOCUMENT

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INDEX

1. DEFINITIONS ............................................................................................................................3

2. TYPE OF DOCUMENT ............................................................................................................5

3. RISK FACTORS ........................................................................................................................6

4. TERMS AND CONDITIONS..................................................................................................16

5. ADMISSION TO TRADING AND RELEVANT METHODS ............................................33

6. LIMITATIONS TO THE CIRCULATION OF THE NOTES ............................................34

7. USE OF THE PROCEEDS RELATED TO THE SELLING OF THE NOTES ................35

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1. DEFINITIONS

Find below a list of terms and definitions used in this Admission Document. Such terms and definitions, unless otherwise specified, have the meaning described below, provided that the same meaning for each term shall be deemed both for singular and plural.

“Admission Document” means this admission document to the trading of the Notes prepared in accordance with the Rules of ExtraMOT.

“AIM Italia” means the multilateral system of trading organised and managed by Italian Stock Exchange for the small and medium enterprises.

“Calculation Agent” means BNP Paribas Securities Services being the subject calculating the interest rate and the default interest on the Notes.

“CONSOB” means the Commissione Nazionale per le Società e la Borsa.

“ExtraMOT” means the multilateral trading facility of financial instruments organised and managed by the Italian Stock Exchange.

“ExtraMOT PRO” means the professional segment of the ExtraMOT.

“GME” means Gestore dei Mercati Energetici S.p.A., with registered office in Rome, Largo Giuseppe Tartini, 3/4.

“Guarantors” means Kinexia and Volteo.

“Issuer” means Innovatec S.p.A. a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, with registered office in Via G. Bensi, 12/3 20152, Milano, fiscal code, VAT number and registration number with the Company Register of Milan 08344100964, R.E.A. No. MI-2019278, resolved share capital equal to Euro 9,333,333.00 of which Euro 2,333,000.00 in connection with “Warrant Azioni Ordinarie Innovatec 2013-2017” listed on AIM Italia, and fully paid share capital equal to Euro 5,027,858.00.

“Italian Stock Exchange” means Borsa Italiana S.p.A., with registered office in Milan, Piazza degli Affari, 6.

“Issuer Group” means Innovatec and any other entity qualified as “controlled” (controllata) by the Issuer pursuant to article 93 of TUF.

“Kinexia” means Kinexia S.p.A. a joint stock company incorporated under Italian law, with registered office in Via Giovanni Bensi 12/3, Milan, registered in the companies’ register of Milan no. 00471800011, share capital equal to Euro 93,902,051.17.

“Kinexia Group” means Kinexia and any other entity qualified as “controlled” (controllata) by Kinexia pursuant to article 93 of TUF.

“Monte Titoli” means Monte Titoli S.p.A., with registered office in Milano, Piazza degli Affari n.6.

“Noteholders” means the beneficial owners of the Notes.

“Notes” means Euro 15,000,000 (fifteen million) notes due October 2020 issued by the Issuer.

“Qualified Investors” means the subjects listed in annex II, part 1 and 2 of the directive 2004/39/CE (“Mifid”). These subjects are the “qualified investors” (investitori qualificati) described in article 100 of TUF which, considering the reference to article 34-ter of Consob Regulation No. 11971 dated 14 May 1999 and article 26 of Consob Regulation No. 16190 dated 29 October 2007, are equivalent to the “professional clients” (clienti professionali) provided by the Mifid.

“Roof Garden” means Roof Garden S.r.l., a “società a responsabilità limitata” (limited liability company), fully owned by Innovatec and incorporated under Italian law, with registered office in Via

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Mascheroni 15, Milano, registered in the companies’ register of Milan no. 1971784, share capital equal to Euro 20,000.00.

“Rules of ExtraMOT” means the rules of the ExtraMOT issued by the Italian Stock Exchange in force from 8 June 2009 as subsequently amended.

“Stea” means Stea Divisione Energia Solare S.r.l., a “società a responsabilità limitata” (limited liability company), fully owned by Innovatec and incorporated under Italian law, with registered office in Viale Europa 22/C, Bari, registered in the companies’ register of Milan no. 06639430724, share capital equal to Euro 10,000.00.

“Subscriber” means JCI Capital Limited Investment & Asset Management.

“Subscription Agreement” means the agreement pursuant to which the Subscriber will subscribe the Notes.

“Sun System” means Sun System S.p.A. a “società per azioni” (limited liability company), owned by Innovatec with a 84,4% of total shares outstanding and incorporated under Italian law, with registered office in Via Giovanni Bensi 12/3, Milan, registered in the companies’ register of Milan no. 05744330969, share capital equal to Euro 146,259.00.

“TUF” means the Italian Legislative Decree no. 58 dated February 24th, 1998 as subsequently amended and supplemented.

“Volteo” means Volteo Energie S.p.A., a joint stock company incorporated under Italian law, with registered office in Via Giovanni Bensi 12/3, Milan, registered in the companies’ register of Milano 06375370969, shale capital equal to Euro 10.000.000,00 fully owned by Kinexia.

***

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2. TYPE OF DOCUMENT

1.1 The Admission Document has been prepared in shortened form in accordance with the Rules of ExtraMOT which is permitted if the shares of the Issuer are traded on the AIM Italia.

1.2 The information related to (i) the Issuer, (ii) its organizational structure, (iii) its shareholders, (iv) its assets and liabilities, (v) its financial situation and (vi) its profits and losses can be found on the website of the Issuer (www.innovatec.it).

1.3 The information related to (i) Kinexia, (ii) its organizational structure, (iii) its shareholders, (iv) its assets and liabilities, (v) its financial situation and (vi) its profits and losses can be found on the website of Kinexia (www.kinexia.it).

1.4 The information related to (i) Volteo, (ii) its organizational structure, (iii) its shareholders, (iv) its assets and liabilities, (v) its financial situation and (vi) its profits and losses can be found on the website of the Issuer (www.innovatec.it).

***

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3. RISK FACTORS

The transaction described in this Admission Document has the typical risk factors of an investment in debt securities. Each of the risks discussed below could have a material adverse effect on the business, financial and economical condition of the Issuer. In addition, each of the risks discussed below could adversely affect the trading or the trading price of the Notes or the rights of the investors under the Notes and, as a result, investors could lose some or all of their investment.

Investors should note that these risks may not be the only risks the Issuer faces. The Issuer has described only those risks that the Issuer currently considers to be material. There may be additional risks and uncertainties not presently known to the Issuer or that the Issuer considers immaterial, that might also have a material adverse effect on the Issuer’s business, financial condition, results ofoperations.

The risk factors should be considered together with the other information contained in the Admission Documents.

1. Risk factors related to the Issuer

1.1. Risks related to transactions with related parties (parti correlate)

The Issuer managed and is managing commercial, financial, real estate and advice relationships and transactions with related parties (parti correlate) as defined in CONSOB regulation No. 17221/10 as amended and supplemented. As at the date of this Admission Document, such relationships provide economic conditions which are evaluated by the Issuer, in accordance with the market economic conditions. However, there is no guarantee that ifthose transactions were entered into with third parties, they would have negotiated and executed the relevant agreements under the same terms and conditions. The Issuer underlines that in transactions with related parties there is the potential risk of an alteration of the patrimonial and financial situation and the economic result of the Issuer together with a possible conflict of interests which may cause the missing or partial pursuit of the corporate interest.

The effect of the transaction with related parties on the income and costs of services for the Issuer as at June 30th 2014 is equal to 25% (twenty-five per cent.) and 0.4% (zero point four per cent.), respectively.

As at the date of this Admission Document, certain agreements will be entered into for consultancy and coordination services that will be rendered by the Kinexia to the Issuer in the second half of 2014 onwards and related to the legal and corporate activities and corporate governance, environmental quality and security, marketing & communication, IT and reporting.

With reference to transactions with related parties, the Board of Directors of the Issuer has adopted, on 12th December 2013, a specific procedure for the handling of transactions with related parties.

As at the date of this Admission Document, there are no transactions with related parties deemed as atypical or unusual, out of normal management or dangerous for the financial, economic and patrimonial situation of the Issuer.

In fact, such transactions with related parties are connected with a standard management of the Issuer and with market standard conditions and concern the construction of the plants and the performance of administrative, corporate, legal services, commercial, technical and engineering activities.

The Board of Directors of the Issuer, if necessary, may use the activities of external consultant, for each of such transactions.

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(i) Guarantees granted by Kinexia in favour of the Issuer:

Patronage letter of Euro 1,000,000.00 (one million/00) granted to Cassa di Risparmio di Parma S.p.A. e Piacenza in relation to a commitment of the same amount granted to Sun System.

Guarantee of Euro 1,000,000.00 (one million/00) granted to Banca Popolare di Milano S.c.a.r.l. in relation to a commitment of the same amount granted to Sun System.

Guarantee of Euro 1,300,000.00 (one million three hundred thousand/00) granted to Banca Popolare di Bari S.c.p.A. in relation to a commitment of the same amount granted to Stea.

Guarantee of Euro 450,000.00 (four hundred fifty thousand/00) granted to Cassa di Risparmio di Ravenna S.p.A. in relation to a commitment of the same amount granted to the Issuer.

Co-obligation towards an insurance companies related to the issuance of a guarantee policy requested by Sun System for an amount of Euro 794,194.94 (seven hundred ninety four thousand, one hundred ninety four point ninety four) arising from the reimbursement of VAT claims by the Income Revenue Authority in favour of Sun System within 30 April 2017.

Bank guarantees for rents for Euro 42,000.00 (forty four thousand/00).

(ii) Guarantees granted by the Issuer in favour of related parties;

Guarantee granted in the interest of Sun System to a panel supplier for an amount of Euro 500,000.00 (five hundred thousand/00)being in force until 31 December 2014.

Bank guarantees in the interest of Sun System in favour of certain clients for performance and production guarantees for Euro 336.000,00 (three hundred thirtysix thousand/00)

(iii) Relationship with directors

Some members of the Board of Directors and of the Board of Auditors of the Issuer have similar offices in other companies, including companies in the Issuer Group. Such circumstances could bring to the taking of decisions which are in conflict of interest and, as such, could generate potential damaging effects on the Issuer and on its economic, equity and financial situations.

As at the date of this Admission Document, the following individuals are both director or executives of the Issuer and Kinexia:

Issuer Board of Directors:

NAME AND

SURNAME

POSITION DATE OF FIRST APPOINTMENT

Pietro Colucci Chairman of the Board of Directors

28th of Novermber 2013

Flavio Raimondo

Marco Fiorentino

Chief Executive

Non executive Director

19th of February 2014

26th of August 2014

Raffaele Vanni Manager, CFO and IR 6th of May 2014

Alessandra Fornasiero

Gianluca Giuseppe

Non executive Director

Director

28th of November 2013

28th of November 2013

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Loria

Edoardo Esercizio Independent Director 28th of November 2013

Kinexia Board of Director and managers:

Name and Surname Company Position

Pietro Colucci Kinexia Chairman of the Board of

Directors and Chief Executive

Marco Fiorentino Kinexia Vice President

Giuseppe Maria Chirico

Kinexia Non Executive Director

Alessandra Fornasiero Kinexia Non Executive Director

Francesca Sanseverino Kinexia Non Executive Director

Edoardo Esercizio Kinexia Independent Director

Giovanni Bozzetti Kinexia Independent Director

Volteo Board of Directors:

Name and Surname Company Position

Valerio Verderio Volteo Chairman of the Board of Directors

Flavio Raimondo Volteo Chief Executive

Raffaele Vanni Volteo Non executive Director

Pietro Colucci is the legal representative of the Issuer and Kinexia. He is chief of the board of directors of the Issuer, being leading shareholder having about a 44% participation in the Issuer, through Sostenya Plc, of Kinexia S.p.A. and shareholder of Abitare Roma S.p.A., have respectively, through:

Kinexia, together with Volteo 3,333,380 ordinary common stocks of the Issuer and 3,240,895 warrants;

Abitare Roma S.p.A. 229,190 ordinary common stocks of the Issuer and 229,190 warrants;

Moreover, Pietro Colucci, has directly 118 common stocks of the Issuer and 118 warrants;

Flavio Raimondo, Chief Executive Officer (CEO) of the Issuer has the power of operative management of the Issuer. He has the power of management and the power to represent the

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Issuer towards third parties. Flavio Raimondo can use its power with single signature within an amount of Euro 500,000.00 (five hundred thousand/00) and with joint signature with the CFO, Raffaele Vanni, together with a resolution of the board of directors within an amount of Euro 1,000,000.00 (one million/00). Flavio Raimondo is also General Manager of Kinexia and CEO of Volteo.

Raffaele Vanni is Director, CFO and IR officer of the Issuer, Director of Sun System as well as IR officer of Kinexia Group and Chairman/Director of several subsidiaries of Kinexia Group.

Alessandra Fornasiero is Director of the Issuer, Director of Sun System as well as Director of Kinexia and Communication, CSR and Special Projects officer of Kinexia Group and Director of several subsidiaries of Kinexia Group. Alessandra Fornasiero, has 215 common stocks of the Issuer and 215 warrants.

Marco Fiorentino is Director of the Issuer, Vice-President of Kinexia and Director of several subsidiaries of Kinexia Group. Marco Fiorentino, through Alpha S.r.l. has 71,515 common stocks of the Issuer and same amount of warrants.

The Issuer and its companies have relationships for fiscal and tax services with Logica S.r.l., a company controlled by Marco Fiorentino.

Giuseppe Maria Chirico is non-executive Director of Kinexia, has 3,658 common stocks of the Issuer and same amount of warrants.

Valerio Verderio is chairman of Volteo, has 194 common stocks of the Issuer and same amount of warrants.

1.2. Risks related to business strategy

The business strategy of the Issuer approved by its Board of Directors on 20th of February 2014 assumes, inter alia:

a) the full and efficient realization of the planned actions and the achievement of the targets in the assumed time;

b) the availability of the financial resources necessary for the financing of such plan.

The above mentioned assumptions have significant profiles of subjectivity and risk and are based on the management's assessment of uncertain future events. The non-fulfilment of such assumptions may affect significantly the realization of the business strategy.

If one or more of the assumptions underlying the business strategy turn out to be wholly or partially incorrect, the Issuer might not achieve the set targets and the results of the Issuer coulddiffer from the expectations of the business strategy, with consequent significant negative effects on the financial, economic and equity situation of the Issuer.

1.3. Risks related to the indebtedness

The Issuer's main financial resources are the cash flows arising from the operational management of the company related to the commercial relationships with the debtors for the supply of the Issuer’s activities.

Based on the balance sheet closed on 30 June 2014, the Issuer has a consolidated net financial indebtedness equal to about Euro 3,569,000.00 (three million five hundred sixtyninethousand/00).

Based on the consolidated balance sheet of 30 June 2014, Kinexia has a consolidated net financial indebteness equal to about Euro 62,300,000.00 (sixtytwo million three hundred thousand/00) without the effects of the reverse merger of the leading shareholders Sostenya S.p.A., (together with Waste Italia Group), effective starting from 11 August, 2014. In such case, consolidated net financial indebtedness proforma as of 31 December, 2013 (including the effect of the above mentioned reserve merger) should be equal to about 177,000,000.00 (one hundred seventy seven million).

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As at the date of this Admission Document, for the best knowledge of the Issuer, there are no events which may cause a termination and/or resolution of any of the Facility Agreements.

The management of Kinexia is continuously focused on optimizing financial cash flows and continuing to improve operational efficiency to mitigate the negative effects of the ongoing economic crisis on company results. In particular, management are continuing to evaluate the optimum debt structure for the post-merger configuration which may include refinancing current bank indebtedness with capital markets debt at one or more Issuer Group and Kinexia Group subsidiaries.

1.4. Risks related to exchange rates

The Issuer operates in several markets outside of Italy and had entered into commercial agreements in local currencies. Accordingly, any variation of exchange rates could adversely impact on the financial, economical and patrimonial situation of the Issuer.

1.5. Risks related to litigation

On the basis of the available information, the Issuer considers that the conclusion of the judicial civil proceeding to which the Issuer is a party, will not materially jeopardize the corporate activity of the Issuer.

1.6. Risks related to the dependence on key figures

The financial results of the Issuer depends on key figures who make fundamental contributions to the development of the Issuer. The activities of the Issuer and its development depend, significantly, on the contribution and on the experience of Mr. Colucci Chairman and CEO of Kinexia and Chairman of the Issuer), Mr. Flavio Raimondo (CEO of the Issuer and Managing Director of Kinexia).

Without the professional contribution of the key figures mentioned (including where the Issuer is unable to replace them in due time with people who are equally qualified and suitable to ensure the same operational and professional contribution), there could be negative effects on the development of the activities and on the economic, equity and/or financial situation of the Issuer and the Issuer Group.

1.7. Risks related to relationships with strategic partners

In the progress of its activity, the Issuer and the companies in the Issuer Group have forged commercial links with some specific strategic partners.

In particular, on 4 June 2013 Roof Garden, a company controlled by the Issuer, has entered into a commercial cooperation agreement with ENI S.p.A. covering the supply, by Roof Garden, in favour of the so-called ENI energy stores, of products and services for the installation and maintenance of photovoltaic plants. On 27 July 2012, Sun System and Officinae Verdi S.p.A., an “energy environment company” promoted by Unicredit and the WWF, specialized in the development and in the promotion (i) of renewable sources, (ii) of energy efficiency and (iii) of carbon management, have entered into an agreement for the design, the supply, the installation and the manufacturing of photovoltaic plants on buildings with a nominal power not inferior to 1 kW and not greater than 100kW

Sun System has subscribed with Agos Ducato S.p.A. (“Agos”) an agreement covering the promotion and the placement of the financial services of Agos with the clients of Sun System, for the purchase of photovoltaic plants.

The Issuer and Electra Italia S.p.A., a company focused in selling of electric power, gas and energetic services in Italy, being part of BKW Group, entered into a partnership agreement for the development of energetic efficiency in Italy.

If the conditions related to the agreements with ENI, Officinae Verdi, Agos and BKW or other strategic partners which are significant for the activity of the Issuer, do not occur, or changes thereto are made, and the Issuer is not able to replace them in due time with entities that are

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equally qualified and suitable to ensure the same operational and professional contribution, this could entail negative effects on the activity and on the economic, equity and/or financial situation of the Issuer and of the Issuer Group.

1.8. Risks related to the recent operations of the Issuer in the sector of energy efficiency

The Issuer has started a growth strategy directed to widen its activity in the sector of the offer of integrated energy services in the energy efficiency sector, with particular reference to (i) analysis of energy consumption; (ii) assessment of the possibilities of intervention in order to increase energy efficiency; (iii) financing for the realization of the projects; and (iv) management and maintenance of the plants.

The feasibility and the success of such services depend on several external factors, including the high complexity of the regulations in the matter of issuance of the authorizations and the innovation of the technologies.

The Issuer, in fact, operates in sectors that are highly regulated and, in order to carry out its activity, it must have the necessary administrative authorizations.

It cannot be excluded that any delays or interruptions of the authorization processes, the non-issuance of the authorizations or their non-extensions or revocations as well as obtaining or partially obtaining energy efficiency certificates and the capability to sell them in the current regulated market and/or through over-the-counter transaction with third party acquirers, could affect the ability of the Issuer to realize efficiently its growth strategy in the ESCO sector, with possible consequent negative effects on the activity and on the growth expectations of the Issuer, as well as on the economic, equity and financial situation of the Issuer.

2. Risk factors related to the market sector in which the Issuer works

2.1. Risks related to the permits, to the licenses and to the administrative authorizations for the development, building and the operation of the plants

The activities of the Issuer are subject to administrative procedures that are particularly complex, and which require the obtainment of permits from the competent national and local authorities.

Such requests may be rejected by the competent authorities or there may be considerable delays in receiving any such permits.

The obtainment of the permits may also be delayed or hindered by any change in laws or by the opposition of the communities located in the areas interested by the projects.

Any failure or delay in the obtainment of the permits, of the licenses and/or of the necessary authorizations, the revocation, the cancellation or the non-renewal of the permits and of the authorizations obtained by the Issuer, as well as any opposition by third parties to the measures for the issuance of such permits, licenses and authorizations, could induce the Issuer to change or reduce its own development targets in given areas or technologies, and/or determine negative effects on the activity and on the economic, equity and/or financial situation of the Issuer.

2.2. Risks related to the rules and regulations of the market sectors in which the Issuer works

The Issuer operates in an activity sector which is highly regulated and it has to comply with a large number of laws and regulations.

Such regulations concern, inter alia, both the building and development of the plants (as far as the obtainment of the construction permits and further administrative authorizations), their commissioning, and environmental protection.

For example, as at the date of this Admission Document, the regulations arising from “smart grids” and the technological components that qualify “smart grids” and “smart buildings” as well as in the energy efficiency sector and renewable energy sector in general, are incomplete and it cannot be excluded that any rules and regulatory provisions that should be introduced after the date of this Admission Document might limit, in whole or in part, the business of the

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“smart grids” and “smart buildings” as well as in the energy efficiency sector and renewable energy sector in general.

Any provisions that are more restrictive or unfavourable or which contain obligations for the upgrade of existing plants, could affect the operational conditions the investments, the revenues, the production costs and the development of the Issuer activities.

Furthermore, the complexity and the fragmentation of national and local regulations of the sectors of the renewable and energy efficiency sources, together with fragmented interpretation by the competent authorities, makes it more complex to operate in the sector, generating situations of uncertainty and judicial disputes.

Therefore, any future changes in the regulatory framework, or any restrictive interpretations thereof, could negatively affect the activity and the economic, equity and/or financial situation of the Issuer.

2.3. Risks related to international and national policies supporting the production of energy from renewable energy sources

The development of electricity from renewable energy sources strongly depends on national laws supporting the sector.

As at the Date of this Admission Document, also as implementation of the targets for the reduction of the emissions of polluting gases set by the Kyoto Protocol, Italy has finally adopted a policy of active support to the projects for energy production from renewable sources.

These forms of incentive may affect significantly the profit expectations of the production fromrenewable sources for the operators in the sector and therefore of the Issuer, since the entire electric power it produces is subject to incentives. Certain countries provide contributions to the energy produced by renewable energy plants. Even though the sector benefits, at the Date of the Admission Document, of objective incentives (in terms of tax deductions, green certifications, white certifications, etc.) the Issuer may not guarantee that such support will be maintained also in the future.

2.4. Risks related to the variations in the sale price of the electric power

The sale price of electric power, which constitutes a part of the revenues of the Issuer, may be determined, in whole or in part, by the competent public and/or regulatory authorities under theform of tariffs, or may be left to the free determination of the market.

Therefore, the activity and the subsequent economic and financial results of the Issuer will depend on the tariff levels set by the competent authorities as well as the market price of electric power.

In particular, the price determined by the market could be subject to significant fluctuations depending on several factors including market demand, the cost of the materials utilized by the producers of power from non-renewable sources, the price of the green certifications or similar forms of incentive.

Any significant variations in the sale price of the electric power, therefore, could determine a reduction in the future revenues, in the profit margins and in the return on the investments of the Issuer and/or could induce it to modify or decrease its own development targets, with consequent negative effects on the activity and on the economic, equity and/or financial situation of the Issuer.

2.5. Risks related to the dependence on transmission lines and services operated by third parties

The transport or distribution networks, utilized by the Issuer for carrying out its activity, could be subject to congestion, accidents or interruptions of their operations, and the managers of such networks could fail to comply with the contractual obligations arising from the transport or the distribution or withdraw from existing agreements.

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Although the managers of such networks are equipped with emergency intervention services and the Issuer considers itself being equipped with suitable insurance and contractual cover for such events, the occurrence of one or more of the circumstances described above could negatively affect the activity and the economic, equity and/or financial situation of the Issuer.

2.6. Risks related to the technological progress

The technologies utilized in the sector in which the Issuer works are subject to rapid changes and to a constant improvement process.

In order to maintain competitive as regards the cost of the energy produced and to develop its own activity, the Issuer must therefore upgrade continuously its own technologies and carry out research and development activities in order to make them more efficient.

If the Issuer is not able to acquire or develop adequately available technologies, or those which become available in the future, it may have to modify or downsize its development targets or have the efficiency of its plants reduced, with possible consequent negative effects on the activity and on the economic, equity and financial situation of the Issuer.

2.7. Risks related to the competitiveness of the energy produced by renewable sources in respect of energy produced by traditional sources

The traditional sources of energy competing with renewable sources are oil, coal, natural gas and nuclear energy. The volatility of the prices of fossil combustibles, in particular oil and natural gas, has facilitated the competitiveness of the renewable energy sources. However, the technological progress in the exploitation of traditional energy sources could make the production of electricity with renewable energy sources less favourable.

2.8. Risks related to the difficulty to find financial resources by the clients

Demand for the building up of photovoltaic plants and/or for energy efficiency interventions are strictly correlated to the ability of the Issuer's clients to obtain financing including through the banking system.

As at the date of the Admission Document, clients of the Issuer mainly enter into leasing and or financing agreements in order to develop photovoltaic plants and or energy efficiency. The internal procedures of the financial institutions to enter into such agreements are complex and with an uncertain duration. Moreover some leasing companies and financial institutions no longer offer financial leasing agreements for this type of plant.

This lack of availability of financing through the banking system or other sources, could negatively affect the development of the demand in the photovoltaic and energy efficiency sectors with negative consequences for the Issuer and the Group Issuer.

2.9. Risks related to atmospheric events

The request for the installation of plants (even in the ESCO mode) is related to the capability of the banking and credit system to offer instruments able to allow the access to types of financing that are not excessively burdensome or complex, in particular for small and medium-sized plants.

With reference to such point, in fact, at the date of this Admission Document, the generalized difficulty in accessing credit facilities has negatively affected the market conditions.

It cannot be excluded, therefore, that in the future the failed or delayed development by the banking and credit system of the offer of financing instruments suitable for the realization ofplants (even in the ESCO mode), could slow down further the growth of the expected demand, with negative consequences on the economic, equity and financial situation of the Issuer and of Kinexia.

2.10. Risks related to climate changes

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The availability of renewable sources depends on the climate conditions of the sites in which the relative plants are located and, in particular, of solar irradiation.

Therefore, adverse climate conditions may affect the production and, therefore, profitability of the plants of the Issuer.

Although technological diversification allows the Issuer to mitigate the risks related to such variations, any persistence of meteorological conditions adverse to the multiple sources in which it operates, could entail a reduction in the volume of the electric power produced which may have a negative effect on the activity and on the economic, equity and financial situation of the Issuer.

2.11. Risks related to the interruption of the efficiency of the plants

In the carrying out of their activity, the Issuer is subject the risks of the malfunction of its services due to events out of its control. The restore of the activity of the plants could cause an increase of the costs. Moreover, such malfunction, could cause a potential reimbursement due to a negative judgement towards the Issuer for the damages suffered by the customers. Although the Issuer entered into certain insurance policies to cover such events, they could be not sufficient to cover all the damages suffered by the customers.

3. Risks factors related to the quotation of the Notes

3.1. Risks related to the quotation on ExtraMOT PRO, the liquidity of the markets and the possible volatility of the price of the Notes

The Issuer has fulfilled the admission request for trading of the Notes on ExtraMOT PRO. ExtraMOT PRO is the professional sector of the ExtraMOT, reserved exclusively for Qualified Investors. Therefore, the Noteholders other than Qualified Investors do not have access to the ExtraMOT PRO with a consequent limitation of the possibilities to divest the Notes.

The selling of the Notes will not be assisted by a specialist. Therefore, even if the investor is a Qualified Investor, it could have some difficulty in finding a counterparty to divest the Notes before the final maturity date and could obtain a price lower than the subscription price.

As a consequence, the Qualified Investors should evaluate, in their financial strategies, that the duration of the investment could have the same duration of the Notes, provided that the amount of the disbursement will be at least equal to the nominal amount of the Notes.

3.2. Risks related to the interest rate

The investment in the Notes has the typical risks of an investment in notes with fixed rate. Fluctuation of the interest rates on the financial markets influences the prices and the performance of the Notes. If investors sell the Notes before the final maturity date, their market value could be significantly lower than the subscription price and the initial investment in the Notes could be higher than the selling price of the Notes.

3.3. Risks related to the decrease of the creditworthiness

The price of the Notes until they are redeemed in full is influenced by the creditworthiness of the Issuer during such period. Therefore, the Issuer cannot exclude that the price of the Notes on the secondary market could be influenced by a different appreciation of the risk of the Issuer during the term of the Notes.

3.4. Risks related to an event beyond the control of the Issuer

Events such as the approval of the annual or interim financial statements of the Issuer, issuing of press releases or a change in the general conditions of the market could influence the market value of the Notes. Moreover, the fluctuations of the market and economic and political general conditions could negatively affect the value of the Notes, independently from the creditworthiness of the Issuer.

3.5. Risks related to variations of the tax system

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All the present and future tax burdens applying to any payments made in accordance with the payment obligations of the Notes, shall be borne by each Noteholder. There is no certainty that the tax system as at the date of this Admission Document will be not modified during the term of the Notes with consequent negative effects on the net yield of the Noteholders.

3.6. Risks related to the amendment of the terms and condition of the Notes without the consent of all Noteholders

The Terms and Conditions and the Italian civil code contain rules providing for the determination of the noteholders’ meeting related to certain arguments subordinated to the hiring of specific majority. Such determination, if correctly implemented, shall be binding upon all the noteholders whether or not present at such meeting and whether voting or not.

3.7. Risks related to conflict of interest

The entity or entities involved in the issuance and the placement of the Notes could have an interest potentially conflicting with the interests of the Noteholders.

The activities performed by the Arranger, being an entity operating with the appointment of the Issuer and receiving a fee also in relation to the placement of the Notes, imply a conflict of interest towards the Noteholders.

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4. TERMS AND CONDITIONS

TERMS AND CONDITIONS OF THE NOTES

INNOVATEC S.P.A.(a joint stock company incorporated under the laws of the Republic of Italy)

Up to Euro 15,000,000.00 Notes due 2020Issue Price on the Issue Date 100% (one hundred per cent.)

ISIN CODE IT0005057770

Innovatec S.p.A.Registered office: Via G. Bensi 12/3, Milano

VAT no.: 08344100964Share capital: Euro 5,027,858.00

The following is the text of the terms and conditions (the “Terms and Conditions”) of the Notes issued by Innovatec S.p.A. (the “Issuer”), on the 21st of October 2014 (the “Issue Date”), pursuant to articles 2410 and followings of the Italian Civil Code.

In these Terms and Conditions:

1. DEFINITIONS

“Additional Subscription Amount” has the meaning ascribed to it in Condition 3 (Subscription and Transfer of the Notes).

“AIM Italia” means the Alternative Investment Market Italia system of trading organised and managed by Italian Stock Exchange.

“Assets” means, in relation to a company, the tangible and intangible assets and/or shares and financial instruments held by the company itself.

“Audit Firm” means any of Deloitte, Ernst & Young, KPMG, Mazars and PricewaterhouseCoopers.

“Bankruptcy Law” means Royal Decree No. 267 of 16 March 1942, as subsequently amended and supplemented.

“Business Day” means a day (other than Saturday or Sunday) on which banks are generally open for business in London and Milan and the Trans-European Automated Real Time Gross - Settlement Express Transfer System (or any successor thereto) is open.

“Calculation Agent” means BNP Paribas Securities Services.

“Closing Date” means each Friday being a Business Day, falling within the Offering Period.

“Condition” means each clause of the present Terms and Conditions.

“CONSOB” means the Commissione Nazionale per le Società e la Borsa.

“Decree 213/1998” means the Italian Legislative Decree No. 213 of 24 June 1998.

“Default Interest” has the meaning ascribed to it in Condition 5.2 (Interest Rate).

“Default Early Redemption Date” has the meaning ascribed to it in Condition 7 (Events of Default).

“Disposal of Assets” means the sale, transfer or other disposal of a participation in a company, whereby the relevant Guarantor participation therein is reduced below 50% (fifty per cent.)

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“Early Redemption Date” means, as the case may be, an Optional Early Redemption Date and a Default Early Redemption Date.

“Event of Default” has the meaning ascribed to it in Condition 7 (Events of Default).

“ExtraMOT” means the multilateral system of trading of financial instruments organised and managed by the Italian Stock Exchange.

“ExtraMOT PRO” means the professional segment of the ExtraMOT.

“Extraordinary Dividends” means dividends other than dividends deriving from the Kinexia’s yearly balance sheet approval.

“Final Maturity Date” has the meaning ascribed to it in Condition 4 (Issue Date and Final Maturity Date).

“First Interest Payment Date” means the Interest Payment Date falling on the 21st of April 2015.

“Guarantees” means the unconditional, irrevocable, autonomous and on first demand guarantees released by the Guarantors for an amount equal to the aggregate of (i) the Principal Amount Outstanding, and (ii) the interest that will accrue thereon, a form of which is attached hereby under Annex A.

“Guarantors” means Kinexia and Volteo.

“Guarantors Reference Date” means, following 31st of December 2015, (i) the 30th of Juneof each year , with respect to any semi-annual (A) consolidated financial statement of the Group, in relation to Kinexia and (B) financial statement of Volteo, in relation to Volteo, and (ii) the 31st of December of each year, with respect to any annual (A) consolidated financial statement of the Kinexia Group, in relation to Kinexia and (B) financial statement of Volteo, in relation to Volteo.

“Guarantors Valuation Date” means the first Business Day falling after (i) 60 (sixty) calendar days following the Guarantors Reference Date referring to any semi-annual (A) consolidated financial statement of the Group, in relation to Kinexia and (B) financial statement of Volteo, with respect to Volteo, and (ii) 120 (one hundred and twenty) calendar days following the Guarantors Reference Date referring with respect to any annual (A) consolidated financial statement of the Kinexia Group, in relation to Kinexia and (B) financial statement of Volteo, in relation to Volteo.

“Initial Subscription Amount” has the meaning ascribed to it in Condition 2.1 (Denomination and Price).

“Insolvency Proceedings” means any bankruptcy or similar proceeding applicable to any company or other organization or enterprise under the relevant laws of incorporation or operation, and in particular, as for Italian law, under the Bankruptcy Law and including but not limited to the following procedures: fallimento, concordato preventivo, liquidazione coatta amministrativa, and amministrazione straordinaria delle grandi imprese in stato di insolvenza.

“Interest Calculation Period” means each period from (and including) each Interest Payment Date to (but excluding) the following Interest Payment Date; provided that the first Interest Calculation Period shall begin on (and include) the Issue Date, and end on (but exclude) the First Interest Payment Date (the “First Interest Calculation Period”).

“Interest Determination Date” means (i) with respect to the First Interest Calculation Period, the Issue Date, and (ii) with respect to each subsequent Interest Calculation Period, the date falling on the second Business Day immediately preceding such Interest Calculation Period.

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“Interest Payment Amount” means the amount payable as interest on the Notes in respect of the relevant Interest Calculation Period calculated by applying the relevant Interest Rate to the Principal Amount Outstanding of the Notes.

“Interest Payment Date” has the meaning ascribed to it in Condition 5.1 (Interest).

“Interest Rate” has the meaning ascribed to it in Condition 5.2 (Interest Rate).

“Issue Date” has the meaning ascribed to it in Condition 4 (Issue Date and Final Maturity Date).

“Issue Price” has the meaning ascribed to it in Condition 2.1 (Denomination and Price).

“Issuer” means Innovatec S.p.A. a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, with registered office in Via G. Bensi 12/3, Milano, fiscal code, VAT number and registration number with the Company Register of Milan, no. 08344100964, share capital equal to Euro 5,027,858.00.

“Issuer Group EBITDA” means, based on the results of the annual or semi-annual, as the case may be, consolidated financial statements of the Issuer, the algebraic sum of the following items of the Profit and Loss Account (Conto Economico):

(i) (+) A) revenues; other operating income; change in inventories of semi-finished and finished products; and

(ii) (-) B) costs of raw materials, consumables, and goods for resale; costs for services; personnel costs; other operating costs.

“Issuer Financial Covenants” has the meaning ascribed to it in Condition 8(vii).

“Issuer Interest Coverage Ratio” means, based on the results of the annual or semi-annual, as the case may be, consolidated financial statements of the Issuer, the following ratios:

(i) the Issuer Group EBITDA; and

(ii) the amount of interest expense and other charges due and payable by the Issuer Group in relation to the Issuer Net Financial Debt during the relevant reference period.

“Issuer Net Financial Debt” means, based on the results of the annual or semi-annual, as the case may be, consolidated financial statements of the Issuer, the net consolidated financial debt calculated according to Comunicazione CONSOB n. DEM/6064293 dated 28 July 2006, as subsequently amended and supplemented.

“Issuer Reference Date” means (i) the 30th of June of each year starting from 2015, with respect to any semi-annual consolidated financial statement of the Issuer, and (ii) the 31st of December of each year starting from 2014, with respect to any annual consolidated financial statement of the Issuer.

“Issuer Total Assets” means the algebraic sum of:

(i) total non-current assets;

(ii) total current assets; and

(iii) assets held for sale;

as indicated under the annual or semi-annual, as the case may be, consolidated financial statement of the Issuer.

“Issuer Valuation Date” means the first Business Day falling after (i) 60 (sixty) calendar days following the Issuer Reference Date referring to any semi-annual consolidated financial statement of the Issuer, and (ii) 120 (one hundred twenty) calendar days following the Issuer Reference Date referring with respect to any annual consolidated financial statement of the Issuer.

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“Italian Stock Exchange” means Borsa Italiana S.p.A., with registered office in Milan, Piazza degli Affari, 6.

“Kinexia” means a joint stock company incorporated under Italian law, with registered office in Via Giovanni Bensi 12/3, Milan, registered in the companies’ register of Milan no. 00471800011, share capital equal to Euro 93,902,051.17.

“Kinexia Group” means Kinexia and any other entity qualified as “controlled” (controllata) by Kinexia pursuant to article 93 of TUF.

“Kinexia Group EBITDA” means, in relation to the Kinexia Group, and based on the results of the annual or semi-annual, as the case may be, consolidated financial statements, the algebraic sum of the following items of the Profit and Loss Account (Conto Economico):

1. (+) A) revenues; other operating income; change in inventories of semi-finished and finished products; and

2. (-) B) costs of raw materials, consumables, and goods for resale; costs for services; personnel costs; other operating costs.

“Kinexia Group Net Financial Debt” means, in relation to the Kinexia Group, and based on the results of the annual or semi-annual, as the case may be, consolidated financial statements, the net consolidated financial debt calculated according to Comunicazione CONSOB n. DEM/6064293 dated 28 July 2006, as subsequently amended and supplemented, excluding from the non-current net financial position, any debt arising from leasings and loans specifically granted to finance or re-finance the construction of renewable energy plants and industrial plants.

“Kinexia Financial Covenants” has the meaning ascribed to it in Condition 7(m)(iii).

“Kinexia Interest Coverage Ratio” means, in relation to the Kinexia Group, and based on the results of the annual or semi-annual, as the case may be, consolidated financial statements, the following ratios:

(i) the Kinexia Group EBITDA; and

(ii) the amount of interest expense and other charges due and payable by the Group in relation to the Kinexia Group Net Financial Debt during the relevant reference period.

“Kinexia Total Assets” means the algebraic sum of:

(i) total non-current assets;

(ii) total current assets; and

(iii) assets held for sale;

as indicated under the annual or semi-annual, as the case may be, consolidated financial statement of the Kinexia Group.

“Liens” means any guarantee, mortgage, pledge, charge or lien or privilege on assets as security for the obligations of the Issuer and / or any third party (including any form of destination and segregation of assets).

“Maximum Subscription Amount” has the meaning ascribed to it in Condition 2.1 (Denomination and Price).

“Modified Following Business Day Convention - unadjusted” means, for any Interest Payment Date, other than the Final Maturity Date, that falls on a day that is not a Business Day, that any payment due on such Interest Payment Date will be postponed to the next day that is a Business Day; provided that interest due with respect to such Interest Payment Date shall not accrue from and including such Interest Payment Date to and including the date of payment of such interest as so postponed; and provided further that, if such day would fall in the next succeeding calendar month, the date of payment with respect to such Interest

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Payment Date will be advanced to the Business Day immediately preceding such Interest Payment Date.

“Monte Titoli” means Monte Titoli S.p.A., with registered office in Milano, Piazza degli Affari n.6.

“Net Proceeds” means the consideration received by Kinexia for the sale, lease or transfer of any of its Assets, after deducting the repayment of any outstanding indebtedness incurred by Kinexia for the purchase of the relevant Asset.

“Nominal Value” has the meaning ascribed to it in Condition 2.1 (Denomination and Price).

“Noteholders” means the beneficial owners of the Notes.

“Noteholders’ Representative” has the meaning ascribed to it in Condition 12 (Meetings of the Noteholders).

“Notes” means up to Euro 15,000,000.00 (fifteen million/00) notes due the 21st of October, 2020, issued by the Issuer.

“Offering Period” means the period from (and including) the 3rd of November, 2014 to (and including) the 30th of June, 2015.

“Optional Early Redemption Date” has the meaning ascribed to it in Condition 6.1 (Optional Early Redemption).

“Principal Amount Outstanding” means, at any relevant date, the sum of (a) the Initial Subscription Amount plus (b) any Additional Subscription Amount (if any), minus the aggregate of all repayments of principal made on the Notes.

“Qualified Investors” means the subjects listed in annex II, part 1 and 2 of the directive 2004/39/CE (“Mifid”). These subjects are “qualified investors” (investitori qualificati) as described in article 100 of TUF which, considering the reference to article 34-ter of Consob Regulation No. 11971 dated 14 May 1999 and article 26 of Consob Regulation No. 16190 dated 29 October 2007, are equivalent to “professional clients” (clienti professionali) under the provisions of Mifid.

“Rules of ExtraMOT” means the rules of the ExtraMOT issued by the Italian Stock Exchange in force from 8 June 2009, as subsequently amended and supplemented.

“TUF” means the Italian Legislative Decree no. 58 dated February 24th, 1998, as subsequently amended and supplemented.

“Usury Law” means Italian Law No. 108 of 7 March 1996, as subsequently amended and supplemented.

“Volteo” means Volteo Energie S.p.A., a joint stock company incorporated under Italian law, with registered office in Via Giovanni Bensi 12/3, Milan, registered in the companies’ register of Milano 06375370969, shale capital equal to Euro 10.000.000, fully owned by Kinexia.

“Volteo EBITDA” means, based on the results of the annual or semi-annual, as the case may be, financial statements of Volteo, the algebraic sum of the following items of the Profit and Loss Account (Conto Economico):

(i) (+) A) revenues; other operating income; change in inventories of semi-finished and finished products; and

(ii) (-) B) costs of raw materials, consumables, and goods for resale; costs for services; personnel costs; other operating costs.

“Volteo Financial Covenants” the meaning ascribed to it in Condition 7(m)(iv).

“Volteo Interest Coverage Ratio” means, based on the results of the annual or semi-annual, as the case may be, financial statements of Volteo, the following ratios:

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(i) the Volteo EBITDA; and

(ii) the amount of interest expense and other charges due and payable by Volteo in relation to the Volteo Net Financial Debt during the relevant reference period.

“Volteo Net Financial Debt” means the net financial debt arising from the annual or semi-annual, as the case may be, financial statements of Volteo.

2. NOTES

2.1 Denomination and Price

The total amount of the issued Notes on the Issue Date will be equal to Euro 10,000,000.00 (ten million/00) (the “Initial Subscription Amount”).

The Notes issued on the Issue Date will be issued in a minimum denomination of Euro 100,000.00 (one hundred thousand/00) and additional increments of Euro 100,000.00 (one hundred thousand/00) thereafter (the “Nominal Value”).

The Notes issued on the Issue Date will be issued for a price equal to 100% (one hundred per cent.) of their Nominal Value, i.e. for a price equal to Euro 100,000.00 (one hundred thousand/00) for each Note (the “Issue Price”).

During the Offering Period, the Notes may be issued and subscribed in accordance with Condition 3 (Subscription and Transfer of the Notes), up to Euro 15,000,000.00 (fifteen million/00) (the “Maximum Subscription Amount”).

2.2 Form and Title

The Notes are issued in dematerialised form and will be wholly and exclusively deposited with Monte Titoli. The Notes will at all times be evidenced by book-entries in accordance with the provisions of articles 83-bis et seq. of the TUF and Regulation 22 February 2008 jointly issued by CONSOB and Bank of Italy, both as amended from time to time.

Any transaction regarding the Notes (including transfers and granting of Liens), as well as the exercise of proprietary rights, may only be made in accordance with the provisions of articles 83-bis et seq. of the TUF and Regulation 22 February 2008 jointly issued by CONSOB and Bank of Italy. The Noteholders will not be able to request delivery of the documents representative of the Notes, save for the right to request the certification referred to in articles 83-quinquies and 83-sexies of the TUF.

2.3 Status and guarantees

The Notes are obligations solely of the Issuer. In respect of the obligation of the Issuer to repay principal and pay interest on the Notes, the Notes will rank pari passu and without any preference or priority among themselves except for the obligations of the Issuer which are preferred according to the general provisions required by law.

The Notes are fully and unconditionally and irrevocably guaranteed by the Guarantees.

The Notes have not been and will not be convertible into shares or participation rights in the share capital of the Issuer, the Guarantors, nor any other company. Therefore, the Noteholders will not have any right to direct and/or indirect control the management of the Issuer, the Guarantors, or any other company.

3. SUBSCRIPTION AND TRANSFER OF THE NOTES

On the Issue Date, the Notes will be issued and subscribed for an amount equal to the Initial Subscription Amount. During the Offering Period and on each Closing Date, the Notes may be issued and subscribed for an amount equal to the Nominal Value (each, an “Additional Subscription Amount”), up to the Maximum Subscription Amount.

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The Notes issued and subscribed during the Offering Period shall be paid at the Issue Price, plus interest accrued at the Interest Rate on the Notes from (and including) the Interest Payment Date immediately preceding the relevant Closing Date to (but excluding) the Interest Payment Date immediately following the relevant Closing Date.

At the end of the Offering Period, the total amount of issued Notes will be equal to the aggregate of the (i) the Initial Subscription Amount and (ii) sum of the Additional Subscription Amounts.

The Notes shall be exclusively placed to, and successively held by and retransferred to, Qualified Investors.

The Notes are issued with exemption from the obligation to publish a prospectus for the purposes of article 100 of the TUF and article 34-ter of the Regulation adopted by Consob Resolution no. 11971/1999, as subsequently amended and supplemented.

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as subsequently amended or supplemented, or any other applicable securities law in force in Canada, Australia, Japan or any other country in which the transfer and/or the subscription of the Notes is not permitted by the relevant authorities.

Notwithstanding the foregoing, any transfer of the Notes to any of abovementioned Countries, or in Countries other than Italy and to non-residents or entities not incorporated in Italy, will be allowed only under the following circumstances: (i) to the extent which is expressly permitted by the laws and regulations applicable in the Country in which it is intended to transfer the Notes, or (ii) if the applicable laws and regulations in force in these Countries provide for specific exemptions that allow the transfer of the Notes.

The transfer of the Notes will be made in compliance with all applicable regulations, including the provisions relating to anti-money laundering referred to in Italian Legislative Decree no. 231/2007, as subsequently amended and supplemented.

4. ISSUE DATE AND FINAL MATURITY DATE

The Notes will be issued for an amount equal to the Initial Subscription Amount on the 21st of October, 2014 (the “Issue Date”).

The final maturity date (save for what otherwise provided herein under Condition 7 (Events of Default)) will fall on the Interest Payment Date falling in October 2020 (the “Final Maturity Date”).

5. INTEREST

5.1 Interest will accrue on the Principal Amount Outstanding of each Note from the Issue Date (included) up to the earlier of (a) the Early Redemption Date (excluded) and (b) the Final Maturity Date (excluded), and will be payable in Euro (i) on the First Interest Payment Date, and thereafter (ii) semi-annually on the 21st of April and October of each year (each an “Interest Payment Date”).

Interest accrued on the Principal Amount Outstanding of the Notes will be calculated by the Calculation Agent on each Interest Calculation Period.

Interest shall cease to accrue on any part of the Principal Amount Outstanding of the Notes from (and including) the due date for redemption of such part, unless payment of principal due and payable but unpaid is improperly withheld or refused, whereupon interest shall continue to accrue on such principal (as well after as before any judgment) at the rate from time to time applicable to the Notes.

If an Interest Payment Date or the Final Maturity Date would fall on a day other than a Business Day, Modified Following Business Day Convention – unadjusted shall apply.

5.2 Interest Rate

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The Notes shall accrue interest at a semi-annual fixed rate determined on the basis of the Actual/360 equal to 8.125% (eight point one hundred twenty five per cent.) (the “Interest Rate”).

The Interest Payment Amount will be determined by the Calculation Agent on the relevant Interest Determination Date.

Should the Issuer fail to pay any amount payable by it in relation to the Notes, it shall pay the Interest Rate on the overdue amount plus a margin of 2% (two per cent.) per annum, in accordance with the applicable regulation (the “Default Interest”), to be calculated by the Calculation Agent from the date on which this payment should have been made (including) until the date of actual payment (excluded).

If the relevant Interest Rate and/or the relevant Default Interest exceed the limits provided by the Usury Law, they shall be deemed automatically reduced (for the period strictly necessary) to the maximum interest rate allowed by such law to be calculated by the Calculation Agent.

6. REDEMPTION, PURCHASE AND CANCELLATION

6.1 Redemption

Unless previously redeemed in full and cancelled, the Notes will be redeemed as follows:

(i) Euro 5,000,000.00 (five million/00) plus any interest accrued thereon, on the Interest Payment Date which falls in October 2018;

(ii) Euro 5,000,000.00 (five million/00) plus any interest accrued thereon, on the Interest Payment Date which falls in October 2019;

(iii) the lower of (a) Euro 5,000,000.00 (five million/00) and (b) the remaining Principal Amount Outstanding, plus any interest accrued thereon, on the Final Maturity Date.

Accordingly, by way of exemplification only, should no Additional Subscription Amount be subscribed during the Offering Period, the Nominal Value will be redeemed (i) by 50% (fifty per cent.) on the Interest Payment Date which falls on October 2018, and (ii) by 50% (fifty per cent.) on the Interest Payment Date which falls on October 2019.

6.2 Optional Early Redemption

The Issuer shall have the right to early redeem in full the Notes on the Interest Payment Dates which fall in October 2018 and October 2019 (the “Optional Early Redemption Date”) by serving a 30 (thirty) days prior written notice given in accordance with the applicable provisions of law and as provided for by the Italian Stock Exchange.

On the relevant Optional Early Redemption Date, the Issuer shall pay to the Noteholders any amount due in relation to the Principal Amount Outstanding and interest accrued on the Notes.

7. EVENTS OF DEFAULT

The Noteholders, following to a resolution approved under Condition 12 (Meeting of the Noteholders) below, shall have the right to request the early redemption of the Notes upon the occurrence of any of the following conditions (each event below shall be treated as an “Event of Default”):

(a) Payment Default: any failure of the Issuer or any Guarantor to pay any principal or interest amounts payable on the Notes unless such failure is due to an administrative or technical error which is not due to willful misconduct (dolo) or gross negligence (colpa grave) of the Issuer and the relevant payment is performed within 5 (five) Business Days of the relevant discovery of the administrative or technical error.

(b) Insolvency Proceedings of the Issuer: (i) a judicial steps have been taken against the Issuer or any Guarantor aimed at commencing any Insolvency Proceedings, and/or

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(ii) the Issuer or any Guarantor is subject to any Insolvency Proceedings or has entered into any of the agreements provided for by article 182 bis or article 67 paragraph 3 (d) of the Bankruptcy Law; provided that the above subparagraphs (i) and (ii) shall not apply to any proceeding which is discharged, stayed or dismissed within 120 (one hundred twenty) days from its commencement, and/or (iii) the Issuer or any Guarantor is subject to any of the situation described in articles 2445, 2446, 2447 of the Italian Civil Code, save for what provided under Condition 8(vi).

(c) Transfer of assets to creditors: the transfer of assets to creditors by the Issuer or any Guarantor pursuant to article 1977 of the Italian Civil Code.

(d) Liquidation: the adoption of a resolution of the competent body of the Issuer or any Guarantor whereby it is resolved the winding up of the Issuer or the relevant Guarantor, as the case may be.

(e) Litigation: the filing against the Issuer or Kinexia of any litigation, arbitration or administrative proceedings (including any dispute with any statutory or governmental authority) for amounts exceeding (i) Euro 10.000.000,00 (ten million) in relation to the Issuer, and (ii) Euro 50.000.000,00 (fifty million) in relation to Kinexia Group; provided that this subparagraph shall not apply to any litigation, arbitration or administrative proceedings which is discharged, stayed or dismissed within 120 (one hundred twenty) days of its commencement.

(f) Covenants: any of the covenants under Condition 8 (Covenants by the Issuer) is not complied with by the Issuer; provided that if the circumstances that gave rise to that event may be remedied, are not remedied within 180 (one hundred eighty) days since the date on which the Issuer or the Guarantors are aware of such circumstance.

(g) Cross default of the Issuer: the failure by the Issuer to pay any payment obligation (other than those payment obligations arising from the Notes), for amounts exceeding Euro 10,000,000.00 (ten million/00) unless such payment is made within 180 (one hundred eighty) days starting from the relevant failure.

(h) Force Majeure Events: the occurrence of force majeure events, such as wars, revolutions, embargos, actions by civil and/or military authorities, earthquakes, floods, droughts, water pollution, power lines breaks that persist for a period exceeding 60 (sixty) nonconsecutive calendar days in the same solar year and from which on the expiry of the 60 (sixty) days derives an Event of Default.

(i) Compulsory nationalization of the Issuer's or any Guarantors’ assets: nationalization, expropriation or dispossession by a government, public or regulatory body of the Assets of the Issuer or of any Guarantor.

(j) Unlawfulness: it is or will become unlawful for the Issuer or any Guarantor to perform or comply with any of its obligations under, or in respect of, the Notes or the present Terms and Conditions, or an event occurs, as a consequence of which one or more obligations of the Issuer or any Guarantor under the present Terms and Conditions become invalid, illegal, or cease to be effective or enforceable.

(k) Delisting: the adoption of an act or measure whose consequence is the delisting of the Notes or the delisting of shares of the Issuer.

(l) Guarantees: the total or partial invalidity and/or voidness and/or cancellation and/or ineffectiveness and/or termination and/or unenforceability of any Guarantee, unless is replaced with a guarantee substantially on the same terms and conditions, within 10 (ten) Business Days from the date in which the relevant Guarantee declared invalid and/or void and/or cancelled and/or ineffective and/or terminated and/or unenforceable provided that relevant new guarantor shall provide Borsa Italiana with the same information requested to the Guarantor pursuant to this Admission Document.

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(m) Guarantors:

(i) Kinexia Group approves or carries out extraordinary transactions of any kind, including without limitation special transactions on its share capital, corporate transformations (trasformazioni), merger (fusioni) or spin-off (scissioni), other than (A) any transaction with an entity belonging to the Group and (B) any transaction whose nominal value is equal to or lower than 25% (twenty five per cent.) of its then consolidated net equity arising from the most recent consolidated annual or semi-annual, as the case may be, financial statement and (C) any transaction that, at the time of coming into effect, does not negatively affect the then Group Net Financial Debt/Group EBITDA ratio (aa) either arising from the information to be disclosed to the market, according to the then applicable laws or, if such information shall not be disclosed to the market, or (bb) as certified by an Audit Firm, within 90 (ninety) calendar days from the relevant approval by Kinexia; or

(ii) Kinexia Group carries out a Disposal of Assets, whose value exceeds 25% (twenty five per cent.) of Kinexia Total Assets and pays Extraordinary Dividends to its shareholders in an amount higher than 15% (fifteen per cent.) of the Net Proceeds received by Kinexia for the sale, lease, transfer or disposal of the relevant Asset(s); or

(iii) based on the information rendered to the market by Kinexia according to the then applicable laws, Kinexia fails to meet any of the following financial covenants on each Guarantors Valuation Date following the 31 December 2015 and until the Final Maturity Date (the “Kinexia Financial Covenants”):

(a) Kinexia Interest Coverage Ratio: equal to or greater than 1.50X (one point fifty times);

(b) Kinexia Group Net Financial Debt/Kinexia Group EBITDA: less than 5X (five times); or

(iv) based on the information rendered to the market by Kinexia according to the then applicable laws, Volteo fails to meet any of the following financial covenants on each Guarantors Valuation Date following the 31 December 2015 and until the Final Maturity Date (the “Volteo Financial Covenants”):

(a) Volteo Interest Coverage Ratio: equal to or greater than 1.50X (one point fifty times);

(b) Volteo Net Financial Debt/Volteo EBITDA: less than 5X (five times);

(v) Kinexia fails to enclose in its semi-annual or annual consolidated financial statements any legal proceeding filed against it whose claim exceeds Euro 5,000,000.00 (five million/00); or

(vi) Kinexia has its shares suspended, revoked or excluded from trading under theMTA (Mercato Telematico Azionario) of the Italian Stock Exchange.

On the first Business Day following a 90 (ninety) days prior request of early redemption (the “Default Early Redemption Date”) to be sent by according to the applicable provisions of law and as provided for by Italian Stock Exchange, the amounts payable by the Issuer to the Noteholders shall become immediately due and payable with respect to the Principal Amount Outstanding and interest accrued thereon.

8. COVENANTS BY THE ISSUER

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As long as any Note remains outstanding and unless a waiver is approved by a resolution of the Noteholders under Condition 12 (Meeting of the Noteholders), the Issuer shall:

(i) maintain its properties, machinery and equipment in good condition, as well as to take out and maintain adequate insurance coverage in place with leading insurance companies in relation to them, in accordance with good commercial practice;

(ii) not approve or carry out extraordinary transactions of any kind, including without limitation special transactions on its share capital, corporate transformations (trasformazioni), merger (fusioni) or spin-off (scissioni), other than (A) any transaction with an entity belonging to the Kinexia Group and Issuer Group and (B) any transaction whose nominal value is equal to or lower than the 10% (ten per cent.) of the then most recent, annual or semi-annual, as the case may be, consolidated financial statement of the Issuer;

(iii) not sell, lease, transfer or otherwise dispose of any of its Assets whose value exceeds 25% (twenty five per cent.) of the Issuer Group Total Assets and pays Extraordinary Dividends to its shareholders in an amount higher than 15% (fifteen per cent.) of the Net Proceeds received by the Issuer for the sale, lease, transfer or disposal of the relevant Asset(s);

(iv) without prejudice to Condition 8 (ii) above, not change its by-laws (atto costitutivoand statuto) in any material respect and shall not change the date of its financial year’s end;

(v) ensure that all of its corporate books are correct, complete, accurate and not misleading in all material respects, and are regularly kept in accordance with the laws and accounting standards;

(vi) not reduce its share capital, except for the mandatory cases provided for by law; and, in the event that the share capital is reduced due to losses pursuant to applicable laws, ensure that, no later than 60 (sixty) Business Days from the resolution approving such reduction, the Issuer's share capital required by applicable laws is restored;

(vii) ensure that the following financial covenants are respected (the “Issuer Financial Covenants”):

(a) Issuer Interest Coverage Ratio: equal to or greater than 1.50X (one point fiftytimes) on each Issuer Valuation Date;

(b) Issuer Net Financial Debt/Issuer EBITDA: less than

A. 5X (five times), on the Issuer Valuation Date falling immediately after the 31 December 2015;

B. 4X (four times), on the two Issuer Valuation Dates falling immediately after the 30 June 2016;

C. 3X (three times), on each Issuer Valuation Date falling after the 30 June 2017 and until the Final Maturity Date;

unless (I) the failure to meet the relevant Issuer Financial Covenant(s) is remedied within 240 (two hundred and forty) calendar days or (II) if the failure to meet the relevant Issuer Financial Covenants(s) is not remedied within 240 (two hundred and forty) calendar days and until such failure is remedied:

(aa) Kinexia pays dividends to its shareholders in an amount not higher than 25% (twenty five per cent.) of the then available dividends; and

(bb) Volteo does not pay any dividend to its shareholders;

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(viii) not pay any dividend to its shareholders;

(ix) make all payments due in connection with the Notes without any deduction or withholding on taxes or otherwise unless is required by law. In such case:

(i) the Issuer shall procure that the deduction or withholding shall not exceed the minimum amount required by law; and

(ii) the amounts due by the Issuer to the Noteholders shall be increased of an additional amount (the “Additional Amount”) to allow that the amount to be paid, excluding the relevant deduction or withholding, is equal to the amount that would be due to the Noteholders without any such deduction or withholding;

provided that, no such Additional Amount shall be payable to a non-Italian resident legal entity or non-Italian resident individual, which is resident in a country that does not allow for a satisfactory exchange of information with the Republic of Italy;

(x) publish on its own website its annual consolidated financial statements of the last financial year preceding the Issue Date; provided that its financial statements shall be audited by an external auditor pursuant to Italian Legislative Decree no. 39 dated 27 January 2010; in addition to that, publish on its own website its annual and semi-annual financial statements for each financial year following the Issue Date, until the full redemption of the Notes and ensure that any such annual financial statements are audited by an external auditor in accordance with the abovementioned Legislative Decree no. 39 dated 27 January 2010;

(xi) publish on its own website the Admission Document, the present Terms and Conditions and, on each Issuer Valuation Date and Guarantors Valuation Date, the result of the calculation performed by the Issuer of the Issuer Financial Covenant, the Kinexia Financial Covenants and the Volteo Financial Covenants;

(xii) promptly notify to the Noteholders the occurrence of any failure by the Issuer to fulfill its obligations under the present Terms and Conditions or any event which may cause an Event of Default;

(xiii) promptly enclose in its semi-annual or annual financial statements any legal proceeding filed against the Issuer exceeding the amount of Euro 1.500.000,00 (one million five hundred thousand/00);

(xiv) comply with all applicable provisions of the Rules of ExtraMOT in order to avoid any kind of sanction, as well as the revocation or exclusion of the Notes by decision of the Italian Stock Exchange;

(xv) diligently fulfill all the obligations undertaken by the Issuer towards Monte Titoli, in relation to the centralized management of the Notes;

(xvi) promptly notify to the Noteholders any suspension and/or revocation and/or exclusion of the Notes or the shares of the Issuer from trading under the ExtraMOT PRO or the AIM Italia, as the case may be;

(xvii) not take any step or institute any proceeding for the purpose of obtaining a reduction in the rate of interest applicable to the Notes or total cancellation of all payable interest;

(xviii) promptly notify the Noteholders the rating assigned to the Issuer, the Guarantors and/or the Notes (if such rating is available) and any variation thereto.

9. PAYMENTS

Payments of principal and interest in respect of the Notes will be credited, according to the instructions of Monte Titoli, by authorized intermediaries.

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Payments of principal and interest in respect of the Notes are subject in all cases to any fiscal or other applicable laws and regulations.

10. ADMISSION TO TRADING

The Issuer has filed with the Italian Stock Exchange for admission to trading of the Notes on the ExtraMOT PRO.

The decision of the Italian Stock Exchange and the date of commencement of trading of the Notes on the ExtraMOT PRO, together with the functional information to trading shall be communicated by the Italian Stock Exchange with a notice, pursuant to Sec. 11.6 of the Guidelines contained in the regulation for the management and operation of the ExtraMOT issued by the Italian Stock Exchange, and effective from June 8, 2009 (as amended and supplemented from time to time).

The Notes are not traded in a regulated market “mercato regolamentato” therefore are not subject to the Commission Regulation (EC) No 809/2004.

11. RESOLUTIONS AND AUTHORIZATIONS RELATING TO THE NOTES

The issuance of the Notes was approved by the board of directors of the Issuer on 16 October 2014. In particular, the Issuer has approved to proceed with the issuance of the Notes for a maximum aggregate nominal value equal to Euro 15,000,000.00 (fifteen million/00).

The granting of the Guarantees on the Notes was approved by the Board of Directors of the Guarantors on 16 October 2014, as regards to Kinexia, and on 16 October 2014 and regards to Volteo.

12. MEETINGS OF THE NOTEHOLDERS

The Noteholders may convene a meeting in order to protect common interests related to the Notes. All meetings of the Noteholders will be held in accordance with applicable provisions of Italian law in force at the time. In accordance with article 2415 of the Italian Civil Code, the meeting of Noteholders is empowered to resolve upon the following matters: (i) the appointment and revocation of a Noteholders' representative (the “Noteholders’ Representative”), (ii) any amendment to these Terms and Conditions, (iii) motions by the Issuer for the composition with creditors (amministrazione controllata and concordato); (iv) establishment of a fund for the expenses necessary for the protection of the common interests of the Noteholders and the related statements of account; and (v) any other matter of common interest to the Noteholders.

Such a meeting may be convened by the board of directors of the Issuer or the Noteholders' Representative at their discretion and, in any event, in accordance with the provisions of article 2415 of the Italian Civil Code. If the meeting has not been convened following such request of the Noteholders, the same may be convened by a decision of the competent court in accordance with the provisions of article 2367 of the Italian Civil Code. Every such meeting shall be held at a place as provided pursuant to article 2363 of the Italian Civil Code.

Notwithstanding the provisions of article 2415, third paragraph, of the Italian Civil Code, any meeting of the Noteholders will be validly held if there are one or more persons present being or representing Noteholders holding at least the absolute majority of the Principal Amount Outstanding of the Notes at that time.

Notwithstanding the provisions of article 2415, third paragraph, of the Italian Civil Code, the majority required to pass a resolution at any meeting (including any adjourned meeting) convened to vote on any resolution will be one or more persons holding or representing at least the absolute majority of the Principal Amount Outstanding of the Notes at that time.

Officers and statutory auditors of the Issuer shall be entitled to attend the Noteholders' meetings but not participate or vote with reference to the Notes held by the Issuer. Any

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resolution duly passed at any such meeting shall be binding on all the Noteholders, whether or not they are present at the meeting.

The Noteholders' Representative, subject to applicable provisions of Italian law, shall be appointed and remain appointed pursuant to article 2417 of the Italian Civil Code in order to represent the Noteholders' interests under these Terms and Conditions and to give effect to resolutions passed at a meeting of the Noteholders. If the Noteholders' Representative is not appointed by a meeting of such Noteholders, the Noteholders' Representative shall be appointed by a decree of the court where the Issuer has its registered office at the request of one or more Noteholders or at the request of the board of directors of the Issuer.

13. PRESCRIPTION

Claims against the Issuer for payments in respect of the Notes will be barred and become void (prescritti) unless made within ten years in the case of principal or five years in the case of interest from the date the relevant payment are due.

14. TAXATION

Any tax and fee, present and future, applicable to the Notes shall be borne by the Noteholders; no other costs will be borne by the Issuer.

15. NOTICES

So long as the Notes are held on behalf of the beneficial owners thereof by Monte Titoli, notices to the Noteholders may be given through the systems of Monte Titoli.

16. GOVERNING LAW AND JURISDICTION

The Notes are governed by, and shall be construed in accordance with, Italian law.

The Courts of Milan shall have exclusive jurisdiction to settle any disputes that may arise out of or in connection with these Notes.

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ANNEX A

FORM OF GUARANTEE

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FIRST DEMAND GUARANTEE

BETWEEN

Kinexia S.p.A. a joint stock company incorporated under Italian law, with registered office in Via Giovanni Bensi 12/3, Milan, registered in the companies’ register of Milan no. 00471800011, share capital equal to Euro 93,902,051.17 (“Kinexia”);

Volteo Energie S.p.A. a joint stock company incorporated under Italian law, with registered office in Via Giovanni Bensi 12/3, Milan, registered in the companies’ register of Milan no. 06375370969, shale capital equal to Euro 10.000.000, acting under management and coordination of Kinexia S.p.A. (together with Kinexia, the “Guarantors”);

AND

JCI CAPITAL LIMITED Investment & Asset Management, a company incorporated under English law, with registered office at 78 Brook Street, W1K 5EF London, VAT no. GB114182 registered with the companies’ register (Companies House) no. 7372983, the share capital amounts to £ 1,260,000 (the “Noteholder” and together with the Guarantors, the “Parties”, provided that for the purposes of the present first demand guarantee, with the expression “Noteholder” is intended any holder of the Notes, from time to time);

WHEREAS

(A) On [•] 2014 Innovatec S.p.A. a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, with registered office in Via G. Bensi, 12/3 20152, Milano, fiscal code, VAT number and registration number with the Company Register of Milan 08344100964, R.E.A. No. MI-2019278, resolved share capital equal to Euro 9,333,333.00 of which Euro 2,333,000.00 in connection with “Warrant Azioni Ordinarie Innovatec 2013-2017” listed on AIM Italia, and fully paid share capital equal to Euro 5,027,858.00 (“Innovatec”), issued an amount of notes up to Euro 15,000,000.00 (fifteen million/00) (the “Notes”). Terms and conditions of the Notes are attached hereto under Annex A (the “T&C”).

(B) The Guarantors by the release of the present autonomous and on first demand guarantee (the “First Demand Guarantee”) intend to fully, unconditionally and irrevocably guarantee to any Noteholder, the repayment of the Principal Amount Outstanding (as defined under the T&C) plus any interest accrued thereon (the “Guaranteed Obligations”).

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Unless otherwise specified, the terms defined in the T&C and used in this First Demand Guarantee shall have the meaning ascribed to it in the T&C.

2. The Guarantors intend to release this First Demand Guarantee in the interest of any Noteholder and in favor of Innovatec, in order to guarantee all the Guaranteed Obligations, provided that this First Demand Guarantee guarantees an amount equal to the lower of (i) the total amounts of issued Notes at the end of the Offering Period and (ii) Euro 15,000,000.00 (fifteen million/00), plus any interest and other amount that may accrue thereon (the “Maximum Guaranteed Amount”)

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3. The Guarantors expressly acknowledge that this First Demand Guarantee constitutes an autonomous first demand guarantee, separated and different from the Guaranteed Obligations and therefore, article 1936 et seq. of the Italian civil code do not apply and, in particular, the benefits, the rights and the exceptions arising from articles 1247, 1941, 1944, 1945, 1953, 1955 and 1957 of the Italian civil code, shall be deemed as expressly and conventionally waived and not applicable.

4. The Guarantors irrevocably undertake to pay to the relevant Noteholder, within 10 (ten) Business Days from the receipt of a simple written request, without any evidence or prior communication, intimation, default notice or request to the relevant Noteholder, all the sums that the relevant Noteholder will demand without the possibility to object any kind of exceptions, included the exceptions related to the Guaranteed Obligations.

5. The relevant Noteholder, in the abovementioned written request shall declare:

(i) that the Borrower has not fulfilled one or more Guaranteed Obligations; and

(ii) the amount due in consequence of such default of the Borrower, provided that such amount shall not be higher than the Maximum Guaranteed Amount;

6. This First Demand Guarantee:

(i) shall be enforceable many times as well up to the reaching of the Maximum Guaranteed Amount;

(ii) shall be fully valid and effective against the Borrower’s successors or assignees for any title whatsoever, subject to the previous Parties consent;

(iii) shall be fully valid and effective after the expiration of the Guaranteed Obligations and will cease its effectiveness the thirtieth day following the day in which the Guaranteed Obligations have been entirely fulfilled; and

(iv) is attached to, and will circulate together with, the Notes.

7. Any sums due and unpaid from the Guarantors in accordance to the provisions of this First Demand Guarantee will produce interests (both before and after a possible judgment) at an annual rate equal to the legal rate applicable in accordance to article 1284 of the Italian civil code for the period calculated starting from the expiration date until the payment date.

8. Any communications required or provided by this First Demand Guarantee must be carried out in writing, by means of a registered letter, mailed, or by letter delivered by hand, or by letter sent by fax, and to be directed:

if to the Guarantors

[●][●][●]Fax: [●]To the Attention of: [●]

if to the Noteholder

[●][●][●]Fax: [●]To the Attention of: [●]

or to the different address and/or fax number that each Party may communicate to the others following the subscription date of the First Demand Guarantee.

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9. Any partial invalidity of one or more clauses of this First Demand Guarantee does not lead, to the maximum extent permitted by law, to the full invalidity of this First Demand Guarantee, given the undertaking of the Parties of the First Demand Guarantee to replace the possible invalid clauses with a clause equivalent to the original one.

10. Any tax, fee or charge due in relation to this First Demand Guarantee, will be at the exclusive expense of the Guarantors.

11. The Guarantors shall not assign or transfer, entirely or partially, this First Demand Guarantee or any of the rights and obligations related to the Guarantors.

12. The Parties acknowledge that this First Demand Guarantee and each of its clauses have been subject of specific negotiation among the Guarantors and the Noteholder, that this First Demand Guarantee does not refer to general conditions, that this First Demand Guarantee has not been executed by signing any form and that a final draft of it was delivered to the Noteholder before the signing date. Therefore, the Parties mutually acknowledge that this Agreement is not subject to the provisions of article 1341 and 1342 of the Italian civil code.

13. This Agreement shall be governed and construed in accordance with Italian law.

14. Each Party agrees that the courts of Milan shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of, or in connection with, this Agreement, except as otherwise provided by mandatory provisionsof law.

ANNEX A

TERMS AND CONDITIONS OF THE NOTES

[●]

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5. ADMISSION TO TRADING AND RELEVANT METHODS

1. Application for admission to trading

The Issuer has filed with the Italian Stock Exchange an application for admission to trading of the Notes on the ExtraMOT PRO. The decision of the Italian Stock Exchange and the date of commencement of trading of the Notes on the ExtraMOT PRO, together with the information required in relation to trading shall be communicated by the Italian Stock Exchange by the issuance of a notice, pursuant to Section 11.6 of the guidelines contained in the Rules of ExtraMOT.

2. Other regulated markets and multilateral trading facilities

At the date of this Admission Document, the Notes are not listed on any other regulated market or multilateral trading facility or Italian or foreign equivalent, nor does the Issuer intend to submit an application for admission to listing of the Note on any other regulated market or multilateral trading facilities other than the ExtraMOT PRO.

3. Intermediaries in secondary market transactions

It should be noted that no entities have made a commitment to act as intermediaries on a secondary market.

4. Trading method

The trading of notes on the ExtraMOT PRO is reserved for Qualified Investors only.

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6. LIMITATIONS TO THE CIRCULATION OF THE NOTES

In accordance with the Subscription Agreement executed on or about the Issue Date, the Subscriber undertook to subscribe and pay 100% (one hundred per cent.) of the Initial Subscription Amount of the Notes.

Pursuant to the Subscription Agreement, the Issuer and the Subscriber have represented that:

(i) no action has been commenced or will be commenced in relation to the Notes by the Issuer, the subscriber, their affiliates or any person acting on their behalf in order to make a public offer of financial instruments in Italy or in other foreign country not in accordance with the applicable law on financial instruments, tax laws and any applicable law or regulation;

(ii) they have not promoted any public offer to CONSOB in order to obtain by this latter the approval of the Admission Document in Italy;

(iii) any offer, sell or placement of the Notes in Italy shall be arranged by banks, investment enterprise or financial company authorised to perform these activities in Italy by the legislative decree No. 385/93 as subsequently amended, the TUF, the CONSOB regulation No. 16190/07 and pursuant to any other applicable laws or regulations and in accordance with any other requirement of notice or limitation imposed by the CONSOB or the Bank of Italy, as the case may be;

(iv) in relation to the further circulation of the Notes in Italy, article 100-bis of TUF provides, also in the secondary market the compliance with the regulations related to the public offer and the duties of information requested by the TUF and the CONSOB regulations, unless such further circulation is exempt from such laws and regulations and from the requirements of the TUF and the CONSOB regulations.

Pursuant to the Subscription Agreement, during the Offering Period, the Subscriber may subscribe Notes up to the Maximum Subscription Amount.

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7. USE OF THE PROCEEDS RELATED TO THE SELLING OF THE NOTES

The Issuer will use the amount of the proceeds related to the selling of the Notes solely for financing energy efficiency projects.

A portion of such energy efficiency projects will benefit of Energy Efficiency Certificates (as defined below). In essence, the Issuer will make available, under a loan for use scheme (comodato), biogas heaters to agricultural companies. The biogas heaters will be eligible to benefit from the issuance of certain tradable certificates representing the energy savings certificates arising out of the projects issued by GME (certificati bianchi)) (each, an “Energy Efficiency Certificate”) according to the Decree of the Italian Minister of Economic Development, together with Italian Minister of Environment and Rural Affairs, dated 20 July 2004 as amended and integrated by ministerial decrees dated 21 December 2007 and 28 December 2012 having their roots in the EU directives on energy efficiency (European Directive 32/2006/EU and European Directive 2012/27/EU). In exchange for the loan for use of the above biogas heaters, the Energy Efficiency Certificate generated by the project will remain in the ownership of the Issuer for a 5 (five)-year period, over which the company will be entitled to trade them by (i) registering bilateral (or over-the-counter) transactions on a resister held by GME or (ii) traded into a market organized and managed by GME. Following such 5-year period, the biogas heater will become property of the agricultural companies, along with the relevant Energy Efficiency Certificate to be accrued afterwards.

The Issuer already entered into 24 (twenty four) agreements, with 21 (twenty one) different clients, undertaking to complete projects benefiting of Energy Efficiency Certificates.

The size of such projects ranges from 300 kW to 5000 kW, amounting globally to 25110 kW.

The Issuer will invest therein a global amount of about Euro 8 millions. In addition, the Issuer willalso use the amount of the proceeds related to the selling of the Notes for the development and supply of innovative technologies, products and services for corporate and retail markets in the field of the distributed generation of smart grids and smart cities, energy efficiency and energy storage, with the most advanced systems for energy efficiency, storage batteries, solar and thermal panels, remote control of electricity consumption, etc.

Towards this direction, an example to how the proceeds will be used, is the recent agreement that has been signed by Volteo with the company Item S.r.l. (“Item”) owned (70%) by the Sheikh of the UAE Hamed Bin Ahmed Al Hamed to award a “turn key” EPC (Engineering, Procurement and Construction) contract to Volteo for the green & cleantech renovation of the “Perla Jonica” hotel complex located in Acireale (CT). The compensation for the “turn key” contract will amount to approximately 47 million Euro and the completion of the work is planned for the end of 2016. Volteo will sub-contract the Issuer for the energy efficiency activities for a compensation of around Euro 5 millions.

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