THEOLIA : Shareholders approve by a very large majority the financial restructuring and support the enlargement of the Board of Directors

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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

THEOLIA's General Meeting of shareholders met in Aix en Provence on Friday March 19, 2010, chaired by Mr. Eric Peugeot, Chairman and CEO.

Shareholders, representing a quorum of 48.94%, approved by a very large majority of more than 99%, all the resolutions related to the restructuring plan proposed by the Board. The success of this meeting marks the second step of THEOLIA's financial restructuring announced on December 29, 2009.

The shareholders' General Meeting thus authorized the amendment of the terms of the contract for the issuance of the OCEANEs (convertible bonds), as approved by the bondholders' Meeting on February 18, 2010, as well as granting the Board of directors the powers to launch a capital increase reserved for shareholders.

On the subject of corporate governance, the shareholders validated by a large majority the cooptation of Messrs. Jean-Pierre Mattei and Philippe Leroy as directors, as well as the enlargement of the Board to Messrs. Michel Meeus, Fady Khallouf and Gérard Creuzet.

The voting results and the presentation from the General Meeting of shareholders will be available on the Company's website: www.theolia.com.

Thanks to the success of this meeting, THEOLIA will be able to implement the third and final step of its financial restructuring: a capital increase planned for the second quarter of 20101. This capital increase, of an amount up to a maximum of approximately 100 million euros, is to be realized through a rights issue for shareholders. Each of the steps is a condition precedent to the completion of the plan.

The completion of this final step will allow THEOLIA to reinforce its balance sheet, to have the means for its development and to revitalize the company by creating value.

Eric Peugeot, Chairman and CEO, stated:
« I thank the shareholders for their massive vote in favor of the financial restructuring plan. I am pleased to announce the arrival of new competencies to the Board which will help us approach with confidence the next step regarding the capital increase and thus the future of THEOLIA. »

Next financial publication

In order to improve the quality of its financial information, in the course of the documentation regarding the capital increase, THEOLIA will publish its consolidated 2009 accounts on  April 16, 2010 before market.

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 - THEOLIA
Tel: +33 (0)4 42 906 594
eddie.mcdonnell@theolia.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 ¤40,308,707
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.


1 Dependent on market conditions

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