THEOLIA : Press release

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

PRESS RELEASE

The Board of THEOLIA convened on February 9, 2010 to appoint a new management team replacing Marc van't Noordende and Olivier Dubois. Eric Peugeot was appointed CEO, and François Rivière and Jean-François Azam were appointed deputy CEOs.

THEOLIA and its Board of Directors would like to clarify the following points:

There is no change to the previously announced timetable of the financial restructuring: the Bondholders' General Meeting took place on February 18, 2010, and the Shareholders' General Meeting will take place March 19, 2010. Based on a favorable outcome of these meetings, a capital increase will occur during the second quarter of this year, subject to market conditions. An AMF approved prospectus will be made publicly available at the time of the capital increase. With the success of the financial restructuring dependent upon widespread support for the plan, the Board concluded that the two former directors no longer gathered the necessary backing from all the parties involved. The appointment of Eric Peugeot is thereby intended to foster the support of the majority of shareholders and bondholders in favor of the financial restructuring.

The Board reiterates that the success of this restructuring plan is critical for the Company's future, its shareholders and its bondholders.

About THEOLIA
THEOLIA is an independent international developer and operator of wind energy projects. THEOLIA is active primarily in France, Germany and Italy, and also in India, Brazil and Morocco. THEOLIA trades on the compartment B of Euronext Paris, regulated market of NYSE Euronext, under the symbol TEO. The THEOLIA stock is part of in the CAC Small 90 index.

For more information
Edward F. McDonnell
Investor Relations
Tel: +33 (0)4 42 906 594
eddie.mcdonnell@theolia.com

M:Communications
Louise Tingstrom
+44 (0) 7899 066 995
tingstrom@mcomgroup.com
Diane d'Oléon
Tel : + 33 (0)6 09 04 80 11
Eca.doleon@gmail.com

THEOLIA
French Société Anonyme (public limited company with Board of Directors) with share capital of ¤39,895,207
Registered office: 75 rue Denis Papin BP 80199 - 13795 Aix-en-Provence cedex 3 - France
Tel: +33 (0)4 42 904 904 - Fax: +33 (0)4 42 904 905 - www.theolia.com
THEOLIA is listed on the compartment B of Euronext Paris, code: TEO

IMPORTANT

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of THEOLIA in any jurisdiction.

This announcement is not an offer of securities for sale in the United States. No securities of THEOLIA have been or will be registered under the US Securities Act of 1933, as amended (the ''Securities Act''), or under the securities legislation of any state or other jurisdiction of the United States.  Accordingly, the securities of THEOLIA may not be offered, sold taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under, or an exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities of THEOLIA in the United States.

Neither this announcement (including and any materials distributed in connection with this announcement) nor any part or copy of it may be released, published or distributed in or into the United States, Australia, Canada, Japan or South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of the United States, Australia, Canada, Japan or South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement distributed in connection with this announcement may include forward-looking statements. Forward-looking statements include all matters that are not historical fact, including statements regarding the belief or current expectations of THEOLIA, its management or directors regarding the timing, amount, execution and impact of any restructuring plans or capital increase are currently contemplated or subject to negotiation, and other matters. Generally, words such as ''may'', ''could'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'' and similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. Rather, they are based on current beliefs and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of THEOLIA and are difficult to predict, and which may cause THEOLIA's actual results to materially differ from any future results or developments expressed by or implied from the forward-looking statements. Such risks and uncertainties include the effects of continued or increasing volatility in international financial markets, economic conditions both internationally and in the markets where THEOLIA operates, and other factors affecting the level of THEOLIA's business activities and the costs and availability of financing for its activities. Securityholders and prospective investors are invited to refer to the risks described in the documents filed by THEOLIA with the Autorité des marches financiers (the "AMF") and available on the AMF website (www.amf-france.org) and the THEOLIA website (www.THEOLIA.com).

Each forward-looking statement in this announcement speaks only as of its date. THEOLIA expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in THEOLIA's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. Recipients of this announcement should conduct their own independent assessment of the matters described in this announcement.

Information non réglementée
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