EQUITY RESEARCH – New Coverage 4 August 2014

OUTPERFORM Current share price (€): 3,0 Target price (€): 4,2 Enertronica – 12m Performance

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J-13 O-13 J-14 A-14 J-14

Enertronica Share price FTSE AIM Italia IndexFTSE Italia Small Cap Index

Note: 29/07/2013=100 Company data Reuters code ENER.MIBloomberg code ENT IM

Share Price (€) 3,0Date of Price 29/07/201452-week Range H-L (€) 4,80-2,04Shares Outstanding (mn) 3,5Mkt Cap (€ mn) 10,3Mkt Float (%) 13%

Target Price (€) 4,2Upside (%) 40%Recommendation OUTPERFORM

Investment overview Engineering skills booming overseas Enertronica, with a strong background in EPC (Engineering, Procurement and Construction), after gaining an excellent reputation on the domestic PV market as a contractor specialized in utility-scale plants, has built up a € 170 million backlog in South Africa, over 5 times the cumulated revenues of last three years Internationalization and diversification driving a quantum leap Due to expectations of slowdown of the domestic PV market, while sector experts estimate a 2013-2018 CAGR of 18-25% for the global market, Enertronica has identified target emerging markets as Romania, South Africa and Japan, where it has set up joint ventures or sales offices. Product diversification into energy retail and energy efficiency services (ESCO) is expected to account for around 15% of revenues at forecast period end Convertible bond to finance the South African project Enertronica issued convertible bonds for € 6 million, 30 months duration and 7,5% fixed annual coupon, listed on AIM Italia since 8 May 2014. The proceeds will be used to support the internationalization process Strong revenues growth and sound margins Revenues have fluctuated over the past years, to reach over € 6 million consolidated revenues in 2013 and an increase in profitability (16% Ebitda margin), driven by the EPC business. Projections for the next years, driven by the South African project, are to show over € 200 million of consolidated revenues, increasing profits and stable operating cash flows, with an average Ebitda / Cash Flow conversion rate over 70%. With the current price on AIM Italia at € 3,0 Enertronica has a market capitalization of € 10,3 million, significantly less than our DCF fair value. We feel that Enertronica deserves to grow materially and we estimate a fair value at € 4,2, a 40% upside. Key financials euro million 2013 A 2014 E 2015 E 2016 ERevenues 6,3 28,4 108,5 129,2Yoy% 353% 282% 19%

Ebitda 1,0 1,9 11,3 10,8Ebitda Margin 16% 7% 10% 8%

Net income 0,4 0,8 7,5 7,6

Net Financial Position/(Cash) 3,4 3,0 0,6 (2,7)Cash Flow n.a. 0,3 2,4 7,1

Note: Consolidated figures

Luigi Tardella – Head of Research tardellaresearch@advisory.envent.it Silvia Piersimoni – Research Associate piersimoniresearch@advisory.envent.it EnVent S.p.A. Via Barberini, 95 – 00187 Rome Phone +39 06 896841 Information pursuant to Article 69 et seq. of CONSOB (Italian Securities & Exchange Commission) Regulation no. 11971/1999 This document may not be distributed in the United States, Canada, Japan or Australia or to U.S. persons.

1

2012: the turning point

Strengthening its presence abroad

Enertronica goes public in 2013

Leveraging on engineering skills to become an international EPC specialist Enertronica is an Italian public company specialized in the design and construction of photovoltaic (PV) plants and components. Since 2013 has been operating also as an independent electricity and gas retailer. The Company was founded in 2005 by a team of engineers and university professors, who contributed their competencies in engineering, mechanics and power electronics. Over the last five years the Company has been an EPC contractor mainly for high-standing energy industry customers (Siemens, ACEA and Kinexia), on PV plants for over 60 MWp. Since 2012 the Company has started a diversification strategy, introducing new products and targeting foreign emerging markets. On the EPC side, due to expectations of slowdown or fall of the Italian PV market, following the cut to Government incentives, new markets as Romania and South Africa have been identified as appealing. On the domestic market Enertronica started a product diversification strategy by expanding its offering with electricity and gas retail and energy efficiency services as an Energy Service Company (ESCO). In 2013 the Company went ahead with its internationalization process, establishing its presence in South Africa and looking for partnerships in Japan and China. In October 2013 Enertronica has been selected by Enel Green Power as one of the main contractors for the construction of two solar farms in South Africa for an installed capacity of 165 MWp to be realized in 2014-2016 (SA Project). Since March 2013 Enertronica has been listed on AIM Italia. A dynamic and lean organization

The Company has a lean structure (19 people), operating as dedicated teams to the four service lines: EPC, Components, Energy retail and ESCO. Personnel is young (average age 35 years) and has a strong technical background on power electronics and engineering.

1. PROFILE

2

Enertronica stock market performance on AIM Italia

The post IPO significant share price increase has been balanced after 10 days. The share price increase in November 2013 is due to the announcement of the agreement with Enel Green Power for the SA Project.

Exhibit 1.1

Enertronica share information

ISIN: IT0004887409

Shares outstanding: 3.459.906

IPO date: 15/03/2013

First price: € 2,6

Current share price: € 3,0

Market Cap: € 10,3 million

Stock market: AIM Italia

Enertronica warrant information

ISIN: IT0004887425

First price: € 0,25

Stock market: AIM Italia

Current warrant price: € 0,85

2

3

4

5

6Share price performance 15 March 2013-29 July 2014Euro

0,2

0,4

0,6

0,8

1,0

1,2

1,4

1,6

1,8Warrant price performance 15 March 2013-29 July 2014Euro

Source: Bloomberg, 29 July 2014

3

NTS is a vehicle company whose controlling shareholder (70%) is Vito Nardi, Enertronica founder and CEO. Plocco Servizi, owned by several members of the Plocco family, is part of Plocco group, specialized in the design and manufacturing of steel and metal components for the automotive, railways, electronic and electro-mechanical industries.

2. GROUP

Exhibit 2.1

Enertronica SA PTY Ltd. ENT SGR S.r.l. ENT Ro L.l.c.

43,5%

100% 99% 45%

EPC and production of PV components

51%

Plocco Servizi S.r.l. NTS S.r.l. Market

13,0%43,5%

ENT Asia PTY Ltd.

Management of own PV plants (400 kWp)

EPC and production of PV components

Source: Company information

4

3. MANAGEMENT

Exhibit 3.1

• Owner-manager of Plocco Group

• Electrical and mechanical engineer• Lecturer at the University of Cassino and author of international scientific

publications in the field of power electronics• Member of the Institute of Electrical and Electronics Engineers and

auditor of the leading scientific journals in the field

Name Role Background

Vito Nardi

Stefano Plocco

Shareholder -Chairman -CEO

CEO

• Finance and administration• Member in several Boards of Directors and Statutory Auditors (Nicola

Menna S.p.A., Sun Bet S.r.l., Sunrise Confectionery S.p.A., Pozzuoli Tourism)• Management of San Babila S.p.A., trust company

Francesco Passeretti

CFO

• Electrical engineeringVincenzo Minotti

General manager for the engineeringdivision

• Electricity and gas retailGabriele Caviglia

Sales manager for the Energy Resellingdivision

Source: Company information

5

Deal structure

Issuer

Listing market

Type of financialinstrument

Size

Par value

Subscription price

Interest rate

Duration

Conversion period

Conversion price

Deal structure

Timing

• Enertronica S.p.A.

• AIM Italia - MAC

• “Enertronica 2014-2016 – Convertible bonds 7,5%”

• € 6 million - 1.110 bonds convertible in new common stocks without par value

• € 5.400 per bond

• Par value

• Fixed annual coupon 7,5% - postponed semi-annually payment

• 30 months since Issuing date

• 1 June 2014-15 October 2016 in six periods*

• € 6

Issuing date

Listing date

• 30 April 2014

• 8 May 2014 Source: Company information Note*: Conversion periods as follows: (1) 1-15 June 2014; (2) 1-15 December 2014; (3) 1-15 June 2015; (4) 1-15 December 2015; (5) 1-15 June 2016; (6) 1-15 October 2016. Use of proceeds

The proceeds of the convertible bonds will be used primarily to support the internationalization process, beginning with the activities carried out in South Africa. In addition to international expansion, Enertronica strategy includes:

- strengthening presence in the energy saving industry through selected acquisitions in the energy storage business

- investment in personnel and sales network dedicated to the energy service business (ESCO)

4. CONVERTIBLE BOND

6

Exhibit 5.1

4 5 7 916

23

40

70

101

139

1 1 2 3 7 717

30 3038

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Global PV cumulative installed capacity and annual installations (GWp)

Cumulative installed capacity Annual installations Source: EPIA, Global Market Outlook for Photovoltaic 2014-2018, 2014 The end of Europe’s leading role

Exhibit 5.2

74%59%

29%

9%15%

26%

7%13%

14%

8% 12%31%

1% 1%2%

2011 2012 2013

PV new grid connected capacity by region

Europe Asia Pacific AmericasChina Middle East & Africa Rest of World

Source: EPIA, Global Market Outlook for Photovoltaic 2014-2018, 2014

Over the past decades the renewable energy industry has received significant investments which led to a remarkable growth, thanks to the general consensus of the general public and the social environment and the support by government policies. The industry growth, at the beginning driven by the USA and Europe, is currently led by China, India and other emerging Asian and African countries. In the past few years Europe had a slowdown in investments as a result of the general credit crunch and cut in incentive policies by major developed economies. The photovoltaic market PV market progressively becoming global

Photovoltaic technology has grown over the past decade at a remarkable rate, even during the financial and economic crisis, and is on the way to becoming a major source of power generation for the world. After a record growth in 2010 and 2011, the global PV market stabilized in 2012, with annual installations of about 30 GWp, and progressed remarkably in 2013 to reach over 38 GWp. Out of the total, 31% of new capacity was installed in China in 2013, 29% in Europe, 26% in Asia Pacific and 14% in Americas. From 2008 the world’s cumulative installed PV capacity had an exceptional growth leading to nearly 140 GWp of PV capacity globally installed at the end of 2013. Europe’s share of the global PV market in terms of yearly new connected capacity decreased from 74% in 2011, to 59% in 2012 and to 29% in 2013. Europe was the world’s leading region in terms of PV new annual installations until 2012; in 2013 Asia took over the lead after 10 years continuous European leadership in new installations. However, Europe remains the world’s leading region in terms of cumulative installed capacity, which is equal to over 80 GWp and represents almost 60% of the global PV cumulative installed capacity. Italy and Germany account for over 60% of the PV cumulative installed capacity in Europe. The European PV market is gradually becoming a mature market and in 2012, for the first time in more than a decade, it showed a decline with around 18 GWp of new PV capacity connected to the grid, compared to 22 GWp in 2011 (-20%). The downfall was confirmed in 2013, with 11 GWp of new PV installations (-38%). The reasons are to be found in a structural cooling down period after the turmoil of the previous years and in the cut of the subsidies policies by several European

5. MARKET AND TRENDS

7

Exhibit 5.3

Europe59%

Asia Pacific16%

Americas10%

China13%

Middle East & Africa

1%

Rest of World2%

Breakdown of global PV cumulative installed capacity, top regions, 2013

Source: EPIA, Global Market Outlook for Photovoltaic 2014-2018, 2014

Going forward: driving forces in China, the USA, Japan and India

Switching to self-consumption

Power Purchase Agreements

Governments. Germany was the top European market with 3,3 GWp of PV capacity connected to the grid. Several European markets were around the gigawatt mark (Italy, the UK, Romania and Greece). However, there are still markets in Europe which have strong and still-untapped potential and room for significant PV growth, as France, Spain, Hungary, Poland and Turkey, but this will occur at a more moderate and sustainable rate than it happened in the past. The Asia Pacific region, together with China, accounted for nearly 30% of cumulative installed capacity as of December 2013. China and Japan, with respectively around 12 GWp and 7 GWp connected to the grid in 2013, have led the development of the Asian PV market. Other Asian markets continued to grow at a moderate rate, as India, Korea and Thailand. After Europe, Asia Pacific and China, the emerging region for PV is represented by Americas, with nearly 14 GWp of cumulative installed capacity, accounting for 10% of the total. In 2013 the USA reached nearly 5 GWp of new capacity connected to the grid, growing slower than expected. Other PV markets with promising growth expectations are Chile and Brazil. The Middle East and Africa (MEA) region represents untapped potential for the medium term. PV shows still unexploited potential in South America and South Africa, where electricity demands will grow significantly in the coming years and where numerous projects have popped-up and will lead to future installations. The future of the PV market is grid parity

The strong decrease in PV components prices and the general increased electricity prices have helped driving toward grid parity. Grid parity is the point in which the savings in electricity cost and/or the revenues generated by selling PV electricity on the market could be equal to or higher than the long-term cost of installing and financing a PV system. Aiming at this, market players are shaping their business models in view of grid parity that has been achieved already in some market segments of few EU countries, as Italy and Germany. In Southern Europe, the USA, China and South America there is an increasing number of utility-scale solar power plants that are financed with Power Purchase Agreements (PPAs). PPAs are financial arrangements in which a third-party developer owns, operates and maintains the PV system, and a host customer purchases the system’s electric output from the solar service provider for a predetermined period, and are not based on Feed-in Tariffs (FiT) and government subsidies.

8

Far East, Latin America and Africa

drive PV growth

Exhibit 5.4

3835 35 36 38 39

52 5356

6269

2013 2014F 2015F 2016F 2017F 2018F

EPIA forecasts of global photovoltaic annual installations (GWp)

Low scenario High scenario Source: EPIA, Global Market Outlook for Photovoltaic 2014-2018, 2014 Exhibit 5.5

139174

209245

282321

191

244

299

362

430

2013 2014F 2015F 2016F 2017F 2018F

EPIA forecasts of global photovoltaic cumulative installed capacity (GWp)

Low scenario High scenario Source: EPIA, Global Market Outlook for Photovoltaic 2014-2018, 2014 Exhibit 5.6

29% 21% 25%

26%22% 17%

14%18% 19%

31%32% 29%

1% 7% 10%

2013 2018F Low scenario 2018F High scenario

EPIA forecasts of PV new grid connected capacity by region

Europe Asia Pacific Americas China Middle East & Africa Source: EPIA, Global Market Outlook for Photovoltaic 2014-2018, 2014

PV will remain a policy-driven business Slowdown for Europe and growth for emerging markets Major forecasts predict a slowdown for Europe and a new development phase, already started in 2012, for emerging photovoltaic markets as China, India, Southeast Asia, Latin America and the MEA countries, driven by local and global energy demand. Photovoltaic is a policy-driven business, where regulatory decisions influence the potential market off-take. Market development over the next five years will largely depend on the ability of policymakers to maintain market conditions at an acceptable level. According to EPIA the future of the global PV market is widely uncertain, due to the decrease of Feed-in Tariffs in most of European countries. Based on the analysis of historical data from industry members (national associations, government agencies and electric utilities) on PV systems that have been connected to the grid, EPIA makes forecasts for the next five years (2014-2018) assuming two scenarios. In a Low Scenario, assuming a pessimistic market behavior without the support of Governments’ subsidies and policies, the expected growth of markets outside Europe will not completely offset for the slowdown of the European market in the coming years. The expected CAGR of PV cumulative installed capacity between 2013 and 2018, in this scenario, would be 18%. In a High Scenario, assuming the continuation, adjustment or introduction of support mechanisms, the market is expected to progressively grow, driven by the competitiveness of PV and emerging markets, at an expected CAGR of 25% from 2013 to 2018. In 2018, according to EPIA estimates, the global photovoltaic cumulative installed capacity will reach over 300 GWp in a Low Scenario, and over 400 GWp in a High Scenario. The Asia Pacific region, including China, will represent a major share of new PV installations in the coming years, according to EPIA.

9

EPC contractor for utility-scale PV plants

Project development

Construction

A PV EPC specialist PV Value Chain and Enertronica positioning

Enertronica is positioned in the downstream of the photovoltaic value chain, where the Company designs and builds utility-scale PV plants (over 2 MWp). Exhibit 6.1

Midstream Downstream

Photovoltaic Value Chain

PolysiliconWafers – Cells

Modules – InvertersOther components

Distribution -Installation

Upstream Power Generation

Power GenerationSale of energy

Projectdevelopment Construction

Downstream - Installation

Scouting Operation &Maintenance

EPC Source: EnVent The project development consists of:

1. siting and feasibility study 2. business planning and valuation of financing 3. preliminary project, permitting and licensing (securing of the

required rights, permits and licenses to construct, connect, integrate and operate the plant)

4. final project and security plan 5. designing and engineering, the optimal structure design and

choice of components, based on input factors as geographic location, solar radiation level, site topography, local regulations and requirements for grid connectivity

The construction consists of:

1. plant installation 2. testing 3. grid connection

As an EPC contractor, Enertronica has realized ground-mounted and

6. BUSINESS MODEL

10

A successful track record in EPC

Exhibit 6.3

Customer MWp TypeKinexia 26 Ground-mountedSiemens 18 Ground-mountedACEA 16 Ground-mountedOther customers 3 Ground-mounted/RooftopTotal 62

Source: EnVent on Company information

Strong expertise in mounting

systems

Diversification

rooftop PV plants for over 60 MWp since 2009. Plants are concentrated in Central Italy, in Latium and Marche regions. About 95% of PV plants refers to three customers: Kinexia, Siemens and ACEA. Exhibit 6.2

0

10

20

30

40

50

60

70

2009 2010 2011 2012 2013 Total

PV installed capacity per year (MWp)

Source: EnVent on Company information Note: Installed capacity refers to the PV EPC activity and to the installation of mounting systems PV components supply Enertronica designs and installs:

- PV mounting systems for greenhouses, carports, industrial roofs and large installations

- uniaxial and biaxial PV tracking systems Reshaping its business model through a diversification strategy Due to the change in incentive schemes for PV in Italy, especially for large plants, Enertronica has started a diversification strategy along two main routes:

- a geographic diversification towards selected high potential markets

- a business diversification by new products and services Geographical diversification

Enertronica is shifting its attention on selected emerging PV markets as Romania, South Africa, Japan, China and Chile.

11

Established presence in Romania

Enertronica among major EPC contractors for the realization of

165 MWp-solar farms in South Africa

In 2013 Enertronica signed a strategic agreement with ZN-Shine Solar PV Tech and Imperial Cygnus Investments Ltd. for the establishment of "Enertronica Asia", a vehicle to enter the Asian markets. In May 2013 the Company signed a contract for the supply of components for the Romanian market for a total of 4 MWp. In October 2013 Enertronica has been selected by Enel Green Power1 as one of the main contractors for the construction of two solar farms in South Africa for an installed capacity of 165 MWp to be realized in 2014-2016. Enertronica will build the two solar plants through its 51%-owned vehicle Enertronica SA PTY Ltd.2. The value of the SA Project for Enertronica is over € 170 million, including a five-year maintenance contract for each PV farm (about € 10 million). Notes: 1 Enel Green Power obtained the preferred bidder status after winning energy supply contracts with the South African utility Eskom for the generation of more than 1.300 GWh per year from solar and wind power (4 solar PV plants and 2 wind power farms for total 450 MWp), in the tender promoted by the South African government. 2 Shareholders of Enertronica SA PTY Ltd. are: Enertronica (51%), APE S.r.l. (19%) and three South African companies: Sizagraph PTY Ltd. (4%), Shanduka Solar Energy 1 PTY Ltd. (20%), Imperial Cygnus Investments PTY Ltd. (6%).

Business diversification: Energy retail and ESCO

As an energy retailer, Enertronica: - purchases electricity and gas from energy producers and other

wholesalers - sells electricity and gas to final customers on the free market

Exhibit 6.4

Producers/Importers/Traders

Wholesalers Single buyer (AU)

Retailers Distributors

Free market Standard-offermarket

In 2014 the Company has gained electricity customers for approximately 45 GWh, worth approximately € 7 million of revenues. Condominiums and micro businesses represent over 80% of total customers.

12

Energy retailer to condominiums

and micro businesses

ESCO: cross-selling opportunity

Energy Storage: opportunity for growth

Exhibit 6.5

Condominiums48%

Micro businesses

35%

Independent houses

8%

Small businesses6%

SMEs3%

Energy retail and ESCO customer segmentation

Source: Company information Enertronica as an ESCO provides:

- energy audit services for plants and buildings - compliance to current regulation - energy efficiency services - LED lighting - PV rooftop plants for houses and small businesses (also directly

owned and managed) The distribution channel for the Energy retail and ESCO business is represented by a sales network of 15 agents (projected to grow to 20 units within December 2014). Sales network has a good coverage in Southern Italian regions. Partial coverage in Central and Northern Italy. Enertronica intends to enter the energy storage business to complete its offer in the energy efficiency segment, which presents high growth opportunities. The development of this business would require investments in qualified personnel and a dedicated sales network.

13

Internationalization strategies leveraging on engineering

background

Eastern Europe, South Africa, South America and Asia: the

target markets

Italian competitive environment In the last two years the Italian PV companies had to face the progressive slowdown of the domestic market, which affected profitability, and, in some cases, solvency. Thus, several players started an internationalization process to access fast-growing emerging markets, leveraging on the technological know-how and engineering background developed on the domestic market between 2009-2011. The Italian University Politecnico di Milano (Milan Polytechnic) conducted a survey1 among Italian players operating all along the PV value chain in 2013, to identify the companies that generated at least 10% of their 2013 revenues abroad. Accordingly, 302 Italian companies can be considered involved in an internationalization process, of which 15 are EPC contractors/System integrators in the industrial, commercial and utility-scale segments. EPC contractors and System integrators have adopted two main internationalization strategies:

- development of projects shared with local partners - set up of operating/sales subsidiaries

Exhibit 7.1

International presence of Italian companies, 2013

Source: Politecnico di Milano, Solar Energy Report 2013, 2014

Most of Italian EPC contractors and System integrators have set up joint ventures and sales offices in neighboring Eastern European and Middle Eastern countries since 2011 (Romania, Greece, Ukraine, Poland, Turkey and Israel).

7. COMPETITION

14

The number of companies which entered farer countries as South Africa, Brazil, Central Africa and Southern-Eastern Asia, with different regulatory and infrastructural contexts, is lower. Notes: 1 Politecnico di Milano, Solar Energy Report 2013, 2014 2 The 30 selected companies represent 18% of total players operating in the Modules, Inverters and EPC/System integration businesses.

Italian EPC contractors profiles and performances

Main Italian companies operating in the photovoltaic EPC business, which can be considered competitors to Enertronica, are TerniEnergia and Kinexia. TerniEnergia, Italian public company. Core activities:

- power generation from full ownership and co-owned PV plants - EPC and O&M on PV utility-scale plants (average size 1 MWp) - environmental solutions as water remediation, waste treatment

and discarded tires recovery Geographical scope: Italy, Greece and Romania. In 2013 the Company has been selected, together with Enertronica, as EPC sub-contractor by Enel Green Power in the realization of two solar farms in South Africa for an installed capacity of 150 MWp. Track record in the EPC for PV for a cumulative installed capacity of 275 MWp, as of December 2013. TerniEnergia revenues and operating results have fluctuated over the analyzed period, with peaks in 2010 and 2011, coinciding with PV booming years in Italy. 2012 installations decreased on 2011 and did not include, as in the past, the sale of PV panels. Thus, 2012 net revenues referred exclusively to EPC activity. Consequently, net consolidated revenues decreased significantly in 2012 (by over 60% on 2011). In 2013 revenues stabilized compared to previous year, to reach around € 67 million, and the Company recovered profitability. The PV EPC business, which represented over 50% of total 2013 revenues, reported a negative Ebitda margin. Most of 2013 Ebitda is attributable to the Power generation business. Comparability: high Kinexia, Italian public diversified group in the renewable energy and environmental sector born in 2008. Main shareholder is Sostenya S.p.A.. Core activities are:

- EPC on PV and wind plants for third party clients and in full ownership

- district heating, providing electricity and heating to the province of Turin from own cogeneration plants

- processing and recycling of special waste (asbestos processing,

15

waste to energy, anaerobic digestion of organic waste, fluff disposal)

- energy efficiency and energy storage (“smart energy”) Kinexia has realized PV plants for third-party customers for a total capacity of 46 MWp, as of December 2013. In 2012 revenues decreased by 30%. 2013 revenues and profitability, increasing on previous year, were mainly due to a strategic refocusing in the environmental and energy efficiency businesses, rather than on PV (EPC business contribution to 2013 results is negligible). Comparability: low (EPC revenues were negligible in 2013) Exhibit 7.3

TerniEnergia

Kinexia

Enertronica

-5%

0%

5%

10%

15%

20%

25%

30%

35%

0% 5% 10% 15% 20% 25% 30%

YoY

% 2

013

Reve

nues

on

2012

EBITDA margin % 2013

Competitive positioning based on 2013 financial performance

Source: Consolidated financial statements; for Enertronica, 2013 consolidated data - Note: Bubbles size reflects 2013 revenues As shown in the exhibit above, Kinexia and TerniEnergia present 2013 revenues in the range of € 70-80 million and an Ebitda margin around

Exhibit 7.2

euro millionRevenues / YoY % revenues Revenues EBITDA / EBITDA margin %

2009 2010 2011 2012 2013 CAGR 2009 2010 2011 2012 2013TerniEnergia 47 100 170 65 67 9% 7 15 15 9 12

- 113% 70% -61% 2% 16% 15% 9% 14% 19%Kinexia 19 98 89 62 79 43% 1 10 11 8 17

- 417% -9% -30% 27% 5% 10% 12% 13% 22%Enertronica 1 8 17 6 6 52% 0,1 0,4 1 0,3 1

- 554% 117% -67% 14% 6% 5% 6% 6% 16%Total 67 206 275 133 152 23% 8 25 27 18 31

EBIT / EBIT margin % NFP/EBITDA Net Financial Position 2009 2010 2011 2012 2013 09-13 avg. 2009 2010 2011 2012 2013

TerniEnergia 7 14 13 6 5 4,6x 6 7 44 72 13815% 14% 8% 9% 8%

Kinexia (1) 6 5 3 5 8,3x 13 97 56 65 94-6% 6% 6% 5% 7%

Enertronica 0,1 0,4 1 0,3 1 4,3x 1 0,4 3 2 36% 5% 6% 5% 12%

Total 6 20 19 9 11 5,2x 19 104 103 139 235

Company

Company

Source: Consolidated financial statements; for Enertronica, 2013 consolidated data

16

Tough market for regional PV EPC

contractors and System Integrators in Europe

20%. 2013 revenues proved to be stable or increasing on previous year, due to recovery through a diversification strategy after the fall in the domestic PV market. Enertronica has a smaller size compared to its competitors, with 2013 revenues of about € 6 million and a 16% Ebitda margin, mainly attributable to PV EPC. The Company suffered the Italian PV market downscale in 2012, before the geographic and business diversification. Competitive scenario in Europe According to IHS3 “World PV System Integrators/EPC market rankings” report, the number of European companies among top global players decreased significantly in the last two years (from 4 to 1 in the top ten ranking). Most of top ten players in 2013 are US-based and Chinese companies, due to the impressive growth of PV markets in Asia and Americas. The only European-based company is the Spanish Abengoa. Several leading large EPC contractors focused on the domestic PV market suffered the fall on their home market and filed for insolvency or are under restructuring (Solarhybrid, Sunselex, SAG Solarstrom, Centrosolar; Wirsol and Q.Cells, acquired by other players). Despite the fall of the PV market in Europe, the majority of EPC contractors and System integrators are still located in Europe4, due to the strong engineering background and technological know-how developed in domestic market, and have diversified abroad leveraging on their know-how. Notes: 3 IHS is a US-based market research firm. 4 IHS, World PV System Integrators/EPC market rankings, 2014 Competitors profiles

The leading European EPC contractors in terms of installed PV large plants and utility-scale projects are: Abengoa Solar, Juwi Solar, Enerparc, Saferay, Martifer Solar, Belectric, Elecnor, Gestamp Solar, Activ Solar, Phoenix Solar and SAG Solarstrom. Abengoa Solar, subsidiary of the Spanish listed group Abengoa, offers EPC turnkey services and O&M for solar thermal/PV plants and designs and manufactures key components as heliostats, collectors, modules and trackers. The Company operates own and third-party plants. It has a global presence: USA, Brazil, Chile, South Africa, China, India, Middle East, Australia and Northern Africa. 2013 consolidated revenues were €

17

570 million. Juwi Solar, subsidiary of Juwi Holding, a German leading group in renewable energies with an international presence. Core business is development, construction and operation of solar power plants. Enerparc, German private company. EPC and consultancy services (technical and engineering consulting) for large-scale solar power plants. The Company has installed more than 1 GWp of solar power in Germany as well as in Europe, the USA and Asia. 2012 revenues over € 400 million. Saferay, German-based, designs, constructs, installs, and operates PV power plants in Europe and internationally. The Company has built PV plants for 700 MWp, of which nearly 200 MWp owned. Geographical scope: Germany, North America, Chile, Japan and Australia. Martifer Solar, part of the of the listed Portuguese industrial group Martifer, is a global player in development, EPC and O&M services in the PV market. It has a global presence, mainly in Americas, Europe, South Africa, India and Japan. Its track record consists of nearly 600 MWp of solar energy. 2013 revenues of nearly € 300 million. Martifer, parent company to Martifer Solar, has been used as reference multiple in market multiples analysis. Comparability: partial (business mix 50% EPC for PV and 50% metal construction). Belectric, German-based, specializes in plant construction and maintenance, with over 1,5 GWp in the PV market. The company has a worldwide presence. 2012 revenues were over € 500 million. Elecnor, Spanish listed group, operates in infrastructure, renewable energies, concessions and investment businesses. Its activities are very diversified, but it also develops, constructs and operates PV, wind, thermoelectric and hydroelectric power plants. Gestamp Solar, backed by the Spanish group Corporacion Gestamp, is a developer and operator of PV utility-scale projects. The Company has participated in the development, construction, maintenance and operation of plants with a total capacity of over 400 MWp. Activ Solar, Austrian private company, owns and manages a portfolio of solar assets and produces silicon materials for PV applications. Phoenix Solar, German listed company, is an international PV system integrator (development, construction and operation of PV plants) and a wholesaler of solar modules and other PV components (over 1 GWp of

18

solar modules sold). In 2012 the Company has undergone a financial restructuring due to 60% revenues fall in 2011 and resulting in company downsizing. 2013 revenues were over € 100 million. Comparability: fair SAG Solarstrom, German listed company, designs and constructs turnkey PV systems (rooftop, façade-integrated and ground-mounted systems). 2012 revenues were nearly € 200 million, more than halved in 2013. Currently under self-administrated insolvency proceeding due to installation and sales volumes fall in 2013 and to an unforeseen lack of liquidity. Aiming at restructuring the Company, the development of international expansion projects (Spain, Latin America, Africa and the Caribbean) continues unchanged. Comparability: low (restructuring process ongoing)

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Photovoltaic energy in selected emerging countries Enertronica target geographical markets present growth opportunities in the next 2-6 years, driven by different kinds of incentive plans to PV. All selected countries have an energy regulation in place and standardized PV project development procedures, except for Chile, where they are under implementation. The Chinese and Japanese marketplaces are structured and crowded by national and international operators, thus present an high competition. South Africa and Romania are high growth potential countries with developing marketplaces, considered attractive for European operators. Chile together with other Southern American countries represents the most promising country, but its regulatory and technological frameworks are to be developed and implemented. Eastern Europe – Focus on Romania

In the last years several Eastern European countries approved favorable incentive policies for the installation of PV plants, which allowed a sustained growth. These countries present lower manufacturing and personnel costs and shorter deadlines for authorizations and permits.

8. REGULATORY FRAMEWORK

Exhibit 8.1

Main characteristics of selected PV emerging markets

Country Development time frame Incentive programme Regulatory and

technological framework Rivalry between players

China 1-2 yearsFeed in Tariff/Net metering -residential and industrialsegments

Regulation in place andstandardized projectdevelopment procedures

Developed nationalmarketplace - Protectionof local content

Japan 1-2 years Feed in Tariff/Net meteringRegulation in place andstandardized projectdevelopment procedures

Developed nationalmarketplace

South Africa 2-4 years Feed in Tariff/Power Purchase Agreements/Bids

Regulation in place andstandardized projectdevelopment procedures

Developing internationalmarketplace - Protectionof local content

Romania 2-4 years Green certificates / Tax exemption

Regulation in place andstandardized projectdevelopment procedures

Developing internationalmarketplace -Concentration of Europeanplayers

Chile 4-6 years Power Purchase AgreementsRegulation and projectdevelopment proceduresunder development

Developing internationalmarketplace - Taxincentives for foreigninvestments

Source: Politecnico di Milano, Solar Energy Report 2013, 2014

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The development of PV in Eastern Europe was due primarily to the need to get out of nuclear power production and, for new EU entrants, to the goal of 20% of consumption of energy from RES to be achieved within 2020. The future development of PV depends upon Government incentive mechanisms, partly reconsidered in 2012 in order to contain the costs associated with a possible increase in installations. The most developed Eastern European PV markets, Romania and Poland, both poised on the back of generous Green Certificates policies, stopped their growth in 2013, cutting subsidies. In Romania, the PV installed capacity, according to Transelectrica (the national electricity Transmission System Operator), increased from nearly 50 MWp in 2012 to over 350 MWp in the first half of 2013. The Romanian Government has decided to postpone the issuance of a certain number of Green Certificates for wind farms, hydroelectric and photovoltaic plants to 2017-2018, in order to reduce the increase in electricity prices. PV systems in Romania from January 1st, 2014 onward will receive three green certificates per MWh. South Africa

In 2010 in South Africa, the Department of Energy, in order to promote a sustainable socio-economic growth, ensuring the continuity of the uninterrupted supply of electricity, and to start the generation of electricity from RES, defined a “Renewable Energy Independent Power Producer Procurement Program” (REIPPPP), aiming at achieving by 2016 3,7 GWp of new capacity from renewable sources. The REIPPP program first targeted 3,7 GWp, then, in December 2012, the Department of Energy announced a further allocation of 3,2 GWp of renewable energy power by 2020. PV technology accounts for almost 40% of the target. The construction of the plants (medium-large size) has been contracted to EPC contractors selected through competitive bidding, based for 70% on the bid price and for 30% on the local content. The Department of Energy is the off-tacker in the Power Purchase Agreements and will buy the energy produced by the new plants at a fixed price. In 2013 South Africa achieved the financial close on Round 2 projects of REIPPPP and awarded the preferred bidder status to Round 3 projects. With Round 3 completed in November 2013, the government approved PV schemes from six bidders adding up to 450 MWp of generation and it gave the green light for further PV and wind power schemes thanks to the demand from bidders (fourth round in July 2014). Compared to developed PV markets, South Africa is still at a very early stage (PV cumulative installed capacity in South Africa, as of 2012, was 41 MWp, according to EPIA), however, the South African PV market is expected to grow rapidly, driven by REIPPPP.

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• Strengths

- Management team expertise and proven ability to catch profitable orders

- Integrated business model - High-standing national and international customers track record - Young and lean organizational structure - Good backlog in each business line

• Weaknesses

- Informal internal control procedures - Size - Dependence on key people - Working capital management

• Opportunities

- Geographical diversification, through the expansion of business in high-potential markets, such as South Africa, Chile, Japan and Singapore

- Leveraging on existing competencies and organization to diversify in the energy efficiency segment

• Threats

- Pressure from domestic and international players - Government policies unpredictability - Target markets currencies fluctuation

9. SWOT ANALYSIS

22

• Success is largely dependent upon the experience and efforts of the management team Enertronica success has been based and will depend largely on the experience, efforts and motivation of its management team. Their service has been considered a key success driver, thus the loss of these key people could have a material adverse effect on business expansion, strategy implementation, profitability and competitive advantages. Mitigating factor: As majority shareholders, the Chairman and the CEO are assumed to have a strong motivation to stability. • Political, fiscal and regulatory risk in key foreign countries Changes in the political, fiscal and legislative framework in target foreign markets as Romania, South Africa, Chile, Japan and China, might cause delays or cancellation in the definition of new partnerships and agreements, or the modification of signed orders, affecting Company expected results. • Risk related to market competition dynamics Both markets where the Company operates (PV EPC and energy retailing) are low entry barriers markets, thus the Company is exposed to the competition with Italian and international players, possibly better equipped with human and financial resources. • Risk related to currencies fluctuation Being the majority of target markets out of Euro area, the fluctuation of national currencies could affect Company revenues. • Risks related to energy retailing business Energy retailing is characterized by various risks:

- energy price fluctuation - significant delay in payments, especially in case of residential and

micro businesses customers - supplier concentration: presently Enertronica purchases energy

from one supplier. In case of termination, the Company could be exposed to even significant changes in supply conditions.

• Risk related to ESCO activities development The demand of ESCO activities is strictly correlated with the

10. RISKS AND MITIGANTS

23

development of suitable financial instruments, especially for small and medium plants. The delay of banking system in developing a right-structured offer could affect the business expected growth and related revenues. • Risk related to Working capital exposure Enertronica has a significant working capital exposure. Management is committed to a normalization of working capital dynamics, however the change in business mix and complexity of EPC contracts could have effect on working capital dynamics and related financing needs. • Risk related to SA Project A significant portion of revenues is based on the SA Project. Any delay in contract execution and consequent delay in payments could have an adverse effect on Company results.

24

2010-2013 profitability increasing, Italian EPC market downscaling Between 2010 and 2013 revenues have decreased by over 14% due to the end of Italian government incentive program. Revenues fall over 50% in 2012 is due to the introduction of a Feed-in Tariff (FiT) called 5th Conto Energia penalizing large/utility-scale plants. 2013 revenues breakdown sees the dominant role of EPC activities mainly driven by the SA Project and the start of the Energy retail business unit operations. Exhibit 11.1

-300%

-200%

-100%

0%

100%

200%

300%

400%

500%

2010 2011 2012 2013

2010-2013 Enertronica vs. Italian market performances

Italian Market Installed MWp YoY%

Enertronica Installed MWp YoY% Source: Company data and Politecnico di Milano, Solar Energy Report, 2013 Exhibit 11.2

7,7

16,6

5,3 4,8

0,4 1,0 0,3 0,60,3 0,5 0,0 0,30%

2%

4%

6%

8%

10%

12%

14%

02468

1012141618

2010 2011 2012 2013

2010-2013 Enertronica S.p.A. revenues and profitability (€ million)

Revenues EBITDA

Net Income (Loss) Ebitda Margin Source: Enertronica S.p.A. Audited Financial Statements 2010-2013 2013 increase in Ebitda margin (13% vs. average 7% of the previous

11. FINANCIAL ANALYSIS

25

years) is attributable to engineering and design activities related to the SA Project with a higher profitability. Exhibit 11.3

52% 38% 38%

77%

48% 62% 61%16%

1% 7%

-100%

-50%

0%

50%

100%

150%

0%

20%

40%

60%

80%

100%

120%

2010 2011 2012 2013

2010-2013 Revenues breakdown

EPC Components

Energy Retail YoY %

Source: Enertronica S.p.A. Audited Financial Statements 2010-2013 Balance sheet over the last three years has been stable and the increase of invested capital has been well-backed by self-financing. Exhibit 11.4

euro million 2010 A 2011 A 2012 A 2013 A

Working Capital 0,6 3,1 2,8 4,6

Other assets and liabilities, net 0,0 (0,1) 0,0 (0,3)

Non-current assets 0,1 0,3 0,3 1,0

Invested capital 0,8 3,3 3,2 5,3

Other financial assets 0,0 (0,1) (0,1) (0,1)

Net financial position / (Cash) 0,4 2,6 2,4 2,9

Equity 0,3 0,9 0,9 2,4Sources 0,8 3,3 3,2 5,3

Source: Enertronica S.p.A. Audited Financial Statements 2010-2013. 2013 figures are non-consolidated for comparison purposes. Working capital increase in 2013 reflects certain overdue receivables, as detailed below in the consolidated figures analysis.

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2013 Consolidated Financial statements Enertronica 2013 Consolidated Financials include the full consolidation of the subsidiaries Enertronica SGR S.r.l. and Enertronica SA PTY Ltd. Being 2013 the first consolidated statements, comparison with 2012 is not available. Exhibit 11.5

Consolidated Profit and Loss euro thousand 2013 A

EPC 4.599% on Revenues 73%

PV Components 1.173% on Revenues 19%

Energy reselling 505% on Revenues 8%

Revenues 6.276

EBITDA 989EBITDA margin 16%

Amortization and depreciation (222)EBIT 766

EBIT margin 12%

Interest (154)EBT 612

EBT margin 10%

Income taxes (214)Net Income (Loss) 398

Source: Audited consolidated Financial Statements 2013 Revenues build-up: 50% parent company, 48% South African subsidiary, 2% Enertronica SGR. Main 2013 orders are:

- SA Project 75%, engineering and design - Romania 25%, PV components

Ebitda mainly refers to Enertronica S.p.A. EPC activity.

27

Exhibit 11.6

Consolidated Balance Sheet

euro thousand 2013 A

Receivables 7.244Inventory 237Payables (2.495)Working Capital 4.986

Other assets 340Other liabilities (1.273)Other assets and liabilities, net (933)

Receivables from Shareholders for Share capital 321Intangible assets 471Fixed assets 1.026Financial investments 6,1Non-current assets 1.823

Provision for deferred taxes (23)Leaving indemnities (18)Invested capital 5.835

Other financial assets (100)

Bank overdrafts 3.937Cash and cash equivalents (578)Net financial position / (Cash) 3.359

Shareholders' Equity 2.576Sources 5.835

KPI's 2013WC/Revenues 79%Days Sales Outstanding (DSO) 345Days Outstanding Inventory (DOI) 36Days Payables Outstanding (DPO) 173TWC Days 208NFP/Ebitda 3,4Debt/Equity 130%D/(D+E) 57%

Source: Audited consolidated Financial Statements 2013 The Group Balance Sheet shows an Equity plus Cash on Invested capital of over 50%, with a sustainable debt on equity ratio of 60%. Fixed assets mainly refer to Enertronica S.p.A. and Enertronica SGR and include PV power plants and machineries, while intangible assets are mainly related to parent company deferred expenses. Financial investments include the shareholding in the Romanian and Asian subsidiaries, held for respectively 60% and 99%, not consolidated being non-operating companies. The high WC/Revenues ratio is due to receivables which include € 2,6

28

million of overdue, of which € 0,9 million due by the customer Acea. Enertronica summoned Acea for the missed payment; the prosecution is still pending. Overdue payables as at 31 December 2013 were € 0,2 million, impacting on DPO for about 15 days. Other liabilities mainly include tax payables, prepaid expenses and personnel payables. Financial debt refers for € 1,4 million to a loan and for € 2,5 million to short term debt.

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International projects drive growth and cash generation Growth rationale

According to our analysis, the PV market is expected to grow between 2013 and 2018 by a CAGR of 18-25%, driven by emerging countries. In 2012 Enertronica started targeting international markets, like South Africa, and in 2013 started operations. Know-how, network and reputation built in the last years are distinctive competitive advantages that allow Enertronica to carry on competing successfully, as already done in South Africa, in other target markets. Backlog

- SA Project, 165 MWp 2014 - 2016 for € 170 million - Italian Army, 2014 - 2015 for € 4,3 million - Energy retail, 45 GWh in 2014

Assumptions

12. OUR ESTIMATES

Exhibit 12.1

• EPC: average Gross margin 12 - 15%• PV Components: average Gross margin 20%• Energy Retail: average Gross margin 3 - 5%

• EPC: € 170 million 2014-2016 based on the 165 MWp SA Project (over 75% of BU Revenues backlogged); about € 50 million for other orders

• PV Components: € 4,3 million for an Italian Army order; € 2,3 million in 2014 and € 2 million in 2015 (about 35% of BU Revenues backlogged); over € 8 million international projects mainly concentrated in 2016

• Energy retail: € 7 million in 2014 based on current backlog trend (20% of BU Revenues); € 12 million in 2015; € 18 million in 2016

Revenues

Profitability

• Receivables: EPC 60 DSO; Components average 70 DSO; Energy retail 55 DSO• Payables: EPC 45 DPO; Components average 50 DPO; Energy retail over 35 DPO• Advances from customers: 10% of € 170 million EPC order and monthly payments as per

percentage of completion of work in progress related to the SA Project

WorkingCapital

• Fixed assets: € 1,3 million in 2014 investment in a full ownership PV plant (1 MWp), € 0,2 million in 2015 and 2016

• Intangible assets: € 0,2 million per yearCapex

• EPC: direct cost about 85-88% on Revenues• PV Components: direct cost average 80% on Revenues• Energy Retail: direct cost average over 97-95% on Revenues

Operating costs

• Mainly refer to Personnel costs, estimated in € 1,2 million in 2014, € 1,6 million in 2015 and €4,4 million in 2016

• Overheads allocation per BU as follows: EPC 85%, PV Components 10%, Energy Retail 5%Overheads

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Booming Revenues, SA project effect ending in 2016

Consolidated projections Exhibit 12.2

Consolidated Profit and Loss euro million 2013 A 2014 E 2015 E 2016 EEPC SA Project 4,6 14,8 73,0 82,2EPC South Africa (other) 4,1 20,2 22,7Total EPC 4,6 18,9 93,2 104,9% on Revenues 73% 67% 86% 81%

PV Components 1,2 2,7 3,6 6,3% on Revenues 10% 3% 5%

Energy Retail 0,5 6,8 11,7 18,0% on Revenues 24% 11% 14%Revenues 6,3 28,4 108,5 129,2YoY% 353% 282% 19%

Gross Profit n.a. 3,1 13,0 15,3Gross Margin 11% 12% 12%

EBITDA 1,0 1,9 11,3 10,8EBITDA Margin 16% 7% 10% 8%

EBIT 0,8 1,7 11,0 10,5EBIT Margin 12% 6% 10% 8%

Interest (0,2) (0,5) (0,6) (0,1)

EBT 0,6 1,2 10,5 10,4EBT Margin 10% 4% 10% 8%

Income tax (0,2) (0,4) (2,9) (2,8)

Net Income (Loss) 0,4 0,8 7,5 7,6Net Income (Loss) Third parties (49% SA) 0,5 3,3 2,6

2014-2016 Revenues (113% CAGR) are driven by the SA Project and the significant estimated growth of PV Components and Energy retail. Ebitda margin is estimated, conservatively, between 7% and 10%. Ebitda margin in 2016 is decreasing for the effect of increasing energy retail revenues, where margin is lower than other businesses. Exhibit 12.3

Consolidated Balance Sheet euro million 2013 A 2014 E 2015 E 2016 EWorking Capital 5,0 3,6 8,8 10,2

Other assets and liabilities, net (0,9) (16,7) (8,2) (0,6)

Non-current assets 1,8 19,5 11,1 2,7

Provisions (0,0) (0,1) (0,2) (0,4)Invested capital 5,8 6,3 11,5 11,9

Other financial assets (0,1) (0,1) (0,1) (0,1)

Net financial position / (Cash) 3,4 3,0 0,6 (2,7)

Equity 2,6 3,4 10,9 14,7Sources 5,8 6,3 11,5 11,9

Non-current assets include Advance payments from customers for the

31

Cash generation overcomes convertible bond reimbursement

SA Project (€ 17 million in 2014). This amount will be held as cash collateral as a guarantee of the performance and advance payment bonds undersigned for the project. € 8,5 million will be released after 14 months, in 2015. The remaining part will be released at project end. Exhibit 12.4

Consolidated Cash Flow euro million 2014 E 2015 E 2016 EOperating cash flow 1,6 8,5 8,2

(Capex)/Disposal (1,3) (0,4) (0,4)

Δ net working capital 0,4 (5,1) (0,5)Free cash flow 0,8 3,0 7,2

Cash collateral (17,0) 8,5 8,5Provision for cash collateral 17,0 (8,5) (8,5)Interest (0,5) (0,6) (0,1)Net cash flow 0,3 2,4 7,1

Paid in Capital 0,0 0,0 0,0Dividends to SA Minority 0,0 0,0 (3,8)Change in Net financial position 0,3 2,4 3,3

Net financial position (Beginning) (3,4) (3,0) (0,6)Net financial position (Ending) (3,0) (0,6) 2,7Change in Net financial position 0,3 2,4 3,3

Consolidated Cash Flow is mainly generated by SA Project proceeds. To consider 49% share of minorities of Enertronica SA, we have reflected the liability as a one-off disbursement in 2016 projection (Dividends). Average Ebitda Operating Cash Flow conversion rate is over 70%. 2015 and 2016 cash generation is driven by the increase of revenues, mainly driven by the SA Project. Convertible bond reimbursement

According to the above projections and sensitivities, the Company cash generation fits and overcomes the reimbursement of convertible bond within 2016.

32

Selected comparable companies As market references about key industry segments multiples, we have observed public companies whose business includes PV EPC and system integration services and PV components supply. Main selection criteria are:

- business mix - target markets

Public companies among those described in the competition chapter that meet the above criteria are: TerniEnergia, Kinexia, Phoenix Solar, Martifer and SAG Solarstrom. In addition, First Solar and SunEdison, two large US-based EPC contractors with a global presence, although too different by size and target markets, have been included as market reference. First Solar, US-based, two segments:

- Components business: design, manufacture, and sale of solar modules

- Systems business: turnkey PV systems (project development, EPC services, O&M and project finance)

Global presence in main developed and developing markets. 2013 revenues were nearly € 2,5 billion, of which almost 90% generated by the systems business. Comparability: low (size) SunEdison, US-based, two segments:

- Solar energy: PV EPC services (design, installation, financing, monitoring, O&M) and manufacturing of related materials (polysilicon, silicon wafers and solar modules) – under restructuring process, since 2012, due to reduced demand

- Semiconductor materials: manufacturing of semiconductors using silicon wafers – under proposed IPO process

International business operations focused in certain areas in Europe and North America. Since 2013 diversification strategy into South Africa and South America. 2013 revenues around € 1,5 billion, decreasing by 25% on previous year. Solar energy segment represented over 54% of total revenues in 2013. Comparability: low (size and erratic performance)

13. MARKET MULTIPLES

33

Financials and multiples

Due to the general scope of operations change in the last years for most companies and the resulting low comparability of financial statements, we have included financial data beginning on 2012. The above charts show recurring inconsistency of figures:

- TerniEnergia, financial debt previously undisclosed (only accounting effect due to change in consolidation of production plants scope)

- Kinexia, core business shift

Exhibit 13.1

euro million 2012 2013 2014E euro million 2012 2013 2014EMarket cap 79 82 75 Market cap 27 65 65Net Financial Position 72 138 147 Net Financial Position 65 94 92EV 150 219 222 EV 92 158 157Revenues 65 67 115 Revenues 62 79 119EV/Revenues 2,3x 3,3x 1,9x EV/Revenues 1,5x 2,0x 1,3xEBITDA 9 12 33 EBITDA 8 17 26EV/EBITDA 16,5x 17,7x 6,7x EV/EBITDA 11,2x 9,2x 6,0xEBIT 6 5 21 EBIT 3 5 naEV/EBIT 25,7x 43,6x 10,6x EV/EBIT 27,6x 28,9x naNet Income (Loss) 7 7 8 Net Income (Loss) 1 2 6P/E 11,4x 11,9x 9,3x P/E nm 43,1x 10,8x

euro million 2012 2013 2014E euro million 2012 2013 2014EMarket cap 8 35 20 Market cap 55 67 49Net Financial Position 31 30 27 Net Financial Position 377 336 330EV 38 64 47 EV 431 403 379Revenues 158 143 155 Revenues 495 522 633EV/Revenues 0,2x 0,4x 0,3x EV/Revenues 0,9x 0,8x 0,6xEBITDA -22 3 6 EBITDA -3 5 42EV/EBITDA neg 25,7x 7,8x EV/EBITDA neg nm 9,0xEBIT -25 1 4 EBIT -18 -10 22EV/EBIT neg nm 10,9x EV/EBIT neg neg 17,2xNet Income (Loss) -37 -11 -4 Net Income (Loss) -56 -69 -1P/E neg neg neg P/E neg neg neg

euro million 2012 2013 2014EMarket cap 30 7 3Net Financial Position 113 115 115EV 143 122 118Revenues 189 79 91EV/Revenues 0,8x 1,5x 1,3xEBITDA 12 -2 4EV/EBITDA 12,0x neg 27,5xEBIT 9 -5 1EV/EBIT 16,5x neg nmNet Income (Loss) 1 -9 -4P/E 27,3x neg neg

SAG Solarstrom

TerniEnergia Kinexia

Phoenix Solar Martifer

Source: EnVent on Standard & Poor’s Capital IQ database and companies’ Financial Statements - Bloomberg estimates for 2014E financials – For Kinexia, Intermonte estimates from 3Q2013 Equity Research – For SAG Solarstrom 2013 results, Bloomberg

34

- Phoenix Solar, financial restructuring in 2012 - Martifer, heavy financial position

As a consequence, enterprise values calculated as sum of market capitalization and financial debt can be erratic or misleading and certain resulting multiples look unreliable and needing to normalization. US-based comparables’ financials and multiples

First Solar and SunEdison comparability is limited too, for the following reasons:

- different size - inconsistency of financial performances and multiples

Summary of industry multiples

Means and medians do not consider abnormal multiples (colored in light grey).

Exhibit 13.2

euro million 2012 2013 2014E euro million 2012 2013 2014EMarket cap 2.037 3.945 4.687 Market cap 562 2.526 4.569Net Financial Position -334 -1.117 -855 Net Financial Position 1.380 2.180 2.527EV 1.703 2.828 3.832 EV 1.942 4.707 7.096Revenues 2.555 2.403 2.822 Revenues 1.919 1.458 2.044EV/Revenues 0,7x 1,2x 1,4x EV/Revenues 1,0x 3,2x 3,5xEBITDA 527 501 426 EBITDA 168 7 128EV/EBITDA 3,2x 5,6x 9,0x EV/EBITDA 11,6x nm nmEBIT 327 331 241 EBIT -19 -188 -135EV/EBIT 5,2x 8,6x 15,9x EV/EBIT neg neg negNet Income (Loss) -73 256 200 Net Income (Loss) -114 -426 -128P/E neg 15,4x 23,5x P/E neg neg neg

SunEdisonFirst Solar

Source: EnVent on Standard & Poor’s Capital IQ database and companies’ Financial Statements - Bloomberg estimates for 2014E financials

Exhibit 13.3

EV/EBITDA EV/EBIT P/E2012 2013 2014E 2012 2013 2014E 2012 2013 2014E 2012 2013 2014E

TerniEnergia 2,3x 3,3x 1,9x 16,5x 17,7x 6,7x 25,7x 43,6x 10,6x 11,4x 11,9x 9,3xKinexia 1,5x 2,0x 1,3x 11,2x 9,2x 6,0x 27,6x 28,9x na nm 43,1x 10,8xPhoenix Solar 0,2x 0,4x 0,3x neg 25,7x 7,8x neg nm 10,9x neg neg negMartifer 0,9x 0,8x 0,6x neg nm 9,0x neg neg 17,2x neg neg negFirst Solar 0,7x 1,2x 1,4x 3,2x 5,6x 9,0x 5,2x 8,6x 15,9x neg 15,4x 23,5xSunEdison 1,0x 3,2x 3,5x 11,6x nm nm neg neg neg neg neg negSAG Solarstrom 0,8x 1,5x 1,3x 12,0x neg nm 16,5x neg nm 27,3x neg neg

Mean 1,0x 1,8x 1,5x 9,5x 7,4x 7,7x 10,9x 8,6x 13,7x 19,4x 13,7x 14,5xMedian 0,9x 1,5x 1,3x 11,4x 7,4x 7,8x 10,9x 8,6x 13,4x 19,4x 13,7x 10,8x

EV/REVENUESComparables

Source: EnVent on Standard & Poor’s Capital IQ database and companies’ Financial Statements - Bloomberg estimates for 2014E financials

35

Sum of the parts valuation

In the next three years Enertronica consolidated revenues will be 60% generated by the SA Project, while other revenues are expected to be generated by energy retail customers and increasing components sales. EPC revenues, whose backlog is presently represented by a single customer that will absorb the entire production capacity of the engineering team until 2016, while representing the core business and key source of value for the Company shareholders’, after 2016 might not reach the same volume of the preceding years. As a consequence, we believe improper to estimate any sustainable normalized operating income or cash flow. Moreover, the competition analysis and market multiple recognition has indicated diversity of financial performances and inconsistency of multiples. Accordingly, in order to avoid excess of subjectivity of income assumptions, for the mix of different revenues and profitability risk profiles, we have deemed reasonable to adopt a separate valuation approach for the South Africa contract operations. We have selected the DCF methodology without terminal value as the more appropriate for the SA Project revenues, being these fully defined as per amounts, timing and sources of finance. For the other businesses and further EPC revenues (ongoing operations) we have as well applied DCF methodology with a comparison of results by normalized multiples. DCF Enertronica SA

The DCF valuation on the SA Project free cash flow, is based on the following assumptions and model values:

- risk free rate: 2,8% (Italian 10-year government bonds interest - Standard & Poor’s CIQ Database 17.07.2014)

- Beta: 1 (mean of selected comps - Bloomberg 11.07.2014, slightly reduced to consider the low risk implied in the SA Project)

- market risk premium: 10% (Enertronica as in Bloomberg 17.07.2014, slightly adjusted to reflect the reduced risk of backlogged revenues)

- 60% debt/(debt + equity) as sustainable ratio - cost of equity: 13%

14. VALUATION

36

- WACC: 8% Considering possible delays in project completion and the inherent risk of cost increase in a large project, we have used for the valuation a conservative assumption on costs assuming a 5% increase. Discounted cash flows of this assumption have been assumed as better suitable to estimate the preliminary value of a project not yet started and whose terms are subject to further adjustment. The resulting enterprise value is € 7,8 million. Minority Interest

Enertronica minority interest (South African minority stakes) valuation depends on a number of factors, like future dividend flow at subsidiaries’ level, exercise of agreements for intragroup purchase/sales or swaps, timing, future performance, etc. These factors imply uncertainties and probability driven calculations of present values. As a consequence, any valuation of the minority interest would be a subjective estimate. Given the mission of Enertronica SA, a vehicle dedicated to the SA Project, it is foreseeable the proportional remuneration of all shareholders at project end. For the purposes of our valuation we have assumed a reference minorities value of € 3,8 million, consistent with present value of contract proceeds estimate, to be contributed as dividends or in other manners at period end. DCF ongoing operations

The DCF valuation on other businesses estimates net of SA Project implies the following assumptions and model values:

- risk free rate: 2,8% (Italian 10-year government bonds interest - Standard & Poor’s CIQ Database 17.07.2014)

- Beta: 1,2 (mean of selected comps - Bloomberg 11.07.2014) - market risk premium: 12% (Enertronica as in Bloomberg

17.07.2014) - 60% debt/(debt + equity) as sustainable ratio - Cost of equity: 17% - WACC: 10% - G (perpetual growth rate after explicit projections) in a range

between 2% and 2,5% for the sensitivities Terminal value calculation based on projections and on 50% discounted end of period cash flow to conservatively take into account mid-term risk and cyclical fluctuations.

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Please refer to important disclosures at the end of this report.

The resulting enterprise value is € 19,9 million. Sum of the parts Equity Values Exhibit 14.1

Equity value range

euro million

EV - EPC SA Project 7,8EV - Other 19,9EV - Sum of the parts 27,7NFP 31.12.2013 3,4Convertible bond 6,0Minority interest 3,8Equity value 14,5Shares outstanding 3.459.906Target price (€) 4,2

We have also performed sensitivities. A 10% increase in revenues of Other businesses would move Equity Value to € 16,7 million. Multiples

Implicit multiples of the Enterprise value of € 19,9 million (operations net of SA Project) are: Exhibit 14.2

Implicit multiples

euro million 2014E 2015E 2016E

Revenues 13,6 35,5 47,0EBITDA 0,7 3,5 4,3EBIT 0,4 3,2 3,9

Other BUs - EV 19,9 19,9 19,9

EV/Revenues 1,5x 0,6x 0,4xEV/EBITDA 27,9x 5,7x 4,7xEV/EBIT 46,2x 6,3x 5,1x

These figures are in the low end of selected comparables, except for 2014 estimates influenced by the early stage of revenues diversification. Target price

Taking into account the low risk revenues and cash flow of the SA Project, we assume € 14,5 million as fair reference value. Target price per share as per our DCF model is € 4,2.

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Exhibit 1.2

Hydropower64%

Wind20%

Solar PV9%

Bio-power6%

Other1%

Breakdown of global RES installed capacity in 2013, by source

Source: REN21, Renewable Global Status Report, 2014 Exhibit 1.3

118

9378

32 31 27

181

China USA Germany Spain Italy India RoW

Global RES cumulative installed capacity, main countries in 2013 (GWp) - Hydropower excluded

CUMULATIVE INSTALLED CAPACITY2013 = 560 GWp (hydro excluded)

Source: REN21, Renewable Global Status Report, 2014 Exhibit 1.4

China21%

USA17%

Germany14%

Spain6%

Italy6%

India5%

RoW32%

Breakdown of global RES cumulative installed capacity main countries, 2013 - Hydropower excluded

Source: REN21, Renewable Global Status Report, 2013

Renewable energies, main actors in the global energy system Worldwide

Over the past decades the renewable energy industry has received significant investments which led to a remarkable growth, thanks to the general consensus by the civil society and by government policies. The industry growth, at the beginning driven by the USA and Europe, is currently led by China, India and other emerging Asian and African countries. In the past few years Europe had a slowdown in investments as a result of the general credit crunch and cut in incentive policies by major developed economies. As of end of 2013 global RES installed capacity was 1.560 GWp, +8,4% on 2012. Hydropower provided the highest contribution to global RES installed capacity with over 60% in 2013. Solar photovoltaic is the source which has had higher growth over the last two years, +40% on 2012, despite it accounted for only 9% in 2013. Exhibit 1.1

960 1.000

283 318100

1398388

2012 2013

Global RES cumulative installed capacity (GWp)

Hydropower Wind Solar PV Bio-power Other

1.4401.560

Source: REN21, Renewable Global Status Report, 2014; for Solar PV, EPIA, Global Market Outlook for Photovoltaic 2014-2018, 2014 New global installed capacity from RES in 2013 increased in Asia. The gap between China and the USA narrowed.

ANNEX 1: GLOBAL RENEWABLE ENERGY MARKET

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Italy

In 2013 RES cumulative installed capacity in Italy was nearly 50 GWp. Newly installed capacity was equal to around 2 GWp, almost half compared to 2012. Between 2000 and 2013, RES cumulative installed capacity in Italy grew from 18,3 to 49,4 GWp, at a 8% CAGR. Exhibit 1.5

18,3 18,7 19,2 19,7 20,1 20,9 21,3 22,3 23,926,5

30,3

41,4

47,349,4

0,4 0,4 0,5 0,4 0,4 0,8 0,4 1,0 1,6 2,7 3,8

11,1

5,92,1

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

RES cumulative installed capacity and annual installations in Italy (GWp)

Cumulative installed capacity New installed capacity Source: GSE, Rapporto Statistico 2012 - Impianti a fonti rinnovabili – Settore Elettrico, 2013 – For 2013, REN21 Global Status Report on GSE data, 2014 In 2013 hydropower represented 37% of the RES cumulative installed capacity in Italy, followed by solar photovoltaic with 36% and wind with 17%. The contribution of bioenergy and geothermal sources was still residual. Exhibit 1.6

Hydropower37%

Wind17%

Solar PV36%

Geothermal power2%

Bio-power8%

Breakdown of RES installed capacity in Italyby source, 2013

Source: GSE, Rapporto Statistico 2012 - Impianti a fonti rinnovabili – Settore Elettrico, 2013 – For 2013, REN21 Global Status Report on GSE data, 2014

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measures for the prevention and management of conflicts of interest (for more details go to www.envent.eu under “Disclaimer” and “Procedures for prevention of conflicts of interest”). CONFLICTS OF INTEREST In order to disclose its possible conflicts of interest, EnVent states that it acts or has acted in the past 12 months as Nominated Adviser (“Nomad”) to the subject Company on the AIM Italia-Mercato Alternativo del Capitale, a Multilateral Trading Facility regulated by Borsa Italiana (for more details go to www.envent.eu under “Disclaimer” and “Potential conflicts of interest”). CONFIDENTIALITY Neither this publication nor any portions thereof (including, without limitation, any conclusion as to values or any individual associated with this publication or the professional associations or organizations with which they are affiliated) shall be reproduced to third parties by any means without the prior written consent and approval from EnVent. VALUATION METHODOLOGIES EnVent Research & Analysis Division calculates range of values and fair values for the companies under coverage using professional valuation methodologies, such as the discounted cash flows method (DCF), dividend discount model (DDM) and multiple-based models (e.g. EV/Sales, EV/Ebitda, EV/Ebit, P/E, P/BV). Alternative valuation methodologies may be used, according to circumstances or judgement of non-adequacy of most used methods. The target price could be also influenced by market conditions or events and corporate or share peculiarities. STOCK RATINGS The “OUTPERFORM”, “NEUTRAL”, AND “UNDERPERFORM” recommendations are based on the expectations within 12-month period of date of initial rating (shown in the chart on the front page of this publication). Rating rationale: OUTPERFORM: stocks are expected to have a total return of at least 10% in the short term; NEUTRAL: stocks are expected to have a performance consistent with market or industry trend and appear less attractive than Outperform rated stocks; UNDERPERFORM: stocks are among the least attractive in a peer group; NOT RATED: no rating or target price assigned. The stock price indicated is the reference price on the day indicated as “Date of Price” in the table on the front page of this publication. DETAILS ON STOCK RECOMMENDATION Stock name EnertronicaCurrent recommendation OUTPERFORM Previous recommendation n.a.Current Target Price (€) 4,2 Previous Target Price (€) n.a.Current Price (€) 3,0 Previous Price (€) n.a.Date of Publication 04/08/2014 Date of Previous Publication n.a. This disclaimer is constantly updated on EnVent’s website at www.envent.eu under “Disclaimer”. © Copyright 2014 by EnVent - All rights reserved.