THEOLIA : Terms of the consolidation of THEOLIA shares

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As decided by the Ordinary and Extraordinary General Meeting held on June 1, 2012, by the Board of Directors on July 2, 2012 and by the Chief Executive Officer on July 3, 2012, the consolidation of the shares of THEOLIA (the "Company") will be implemented under the following terms:

· Consolidation ratio: one (1) new share of the Company with a par value of ¤1.40 for every two (2) old shares of the Company with a par value of ¤0.70 each;

· Number of shares to be consolidated: 128,041,597 shares of the Company with a par value of ¤0.70 each;

· Number of shares resulting from the consolidation: 64,020,798 new shares of the Company with a par value of ¤1.40 each, being specified that one shareholder committed to waive the consolidation of a share with a par value of ¤0.70;

· Start date of the consolidation operations: July 20, 2012; and

· Exchange period: from July 20, 2012 to July 20, 2014.

In practical terms, with effect from July 20, 2012, shareholders will automatically receive from their custodian institution one (1) new share with a par value of ¤1.40 for each shareholding formed of a multiple of two (2) shares with a par value of ¤0.70 each. No action is thus required for shareholders whose total holding forms a multiple of two (2) shares, the consolidation operation being automatically carried out by its custodian institution.

Shareholders whose total holding does not form a multiple of two (2) shares:

may, from today to July 19, 2012, round up or down their holding so as to form a multiple of two (2) shares by buying or selling current shares; and will, between July 20, 2012 and July 20, 2014, be able to round up or down their holding so as to form a multiple of two (2) shares by buying or selling non­consolidated shares.

On July 20, 2012, the stock price of the THEOLIA share will also be automatically adjusted by NYSE Euronext Paris so that the stock price of the consolidated shares of the Company at market opening on July 20, 2012, will be twice the stock price of the THEOLIA share at market closing on July 19, 2012.

It is reminded that there is a difference between the par value of the shares of the Company, which is the book value of the shares registered in the Company's balance sheet (i.e. ¤1.40 after the consolidation), and the stock price of the shares of the Company. This consolidation operation has no impact either on the value of the Company, or on the shareholders' portfolio value.

From July 20, 2012, the consolidated shares of the Company and the non-consolidated shares of the Company will be listed on two separate lines:

Consolidated shares of the Company will be listed on Compartment C of NYSE Euronext Paris under the ISIN ticker FR0011284991; and Non-consolidated shares of the Company will have a separate listing, within NYSE Euronext Paris list of stocks to be delisted, for a further two (2) years, i.e. until July 20, 2014, under the ISIN ticker FR0000184814.

Requests to exchange non-consolidated shares of the Company for new shares of the Company will be dealt until July 20, 2014.

On July 20, 2014, any new shares not claimed by the eligible parties will be sold on the stock exchange and the net proceeds from the sale will be held in a blocked account opened with CACEIS Corporate Trust for this purpose and made available to the eligible parties for a period of ten (10) years. This decision to sell will be announced in due course.

On expiry of that 10-year period, any sums not claimed by the eligible parties will be transferred to the French Caisse des Dépôts et Consignations and will remain available to them subject to the applicable French thirty-year limitation period.

The rights of holders of bonds convertible into and/or exchangeable for new or existing shares (the "OCEANEs"), for which a prospectus has received visa number 07-368 dated October 23, 2007 by the French Autorité des Marchés Financiers, amended by the General Meeting of bondholders held on February 18, 2010 and by the General Meeting of shareholders held on March 19, 2010, are upheld under the terms of article 4.16.8.3.2 of the securities note related to the OCEANEs. As a result, from the start date of the consolidation operations, i.e. from July 20, 2012, the new conversion/exchange ratio applicable up to the seventh business day prior to December 31, 2013 will be equal to 4.32 shares with a par value of ¤1.40 each per bond. From January 1, 2014 up to the seventh business day prior to December 31, 2014, the new conversion/exchange ratio applicable will be equal to 3.46 shares with a par value of ¤1.40 each per bond. NYSE Euronext will also publish a notice a few days before the start of the consolidation operations.

Detailed terms in respect of the consolidation of THEOLIA shares were also published today in the Bulletin des Annonces Légales Obligatoires [Bulletin of Mandatory Legal Announcements].

About THEOLIA

THEOLIA is an independent producer of wind energy, active over the entire wind value chain. The Group develops, builds and operates wind farms in four main countries: France, Germany, Italy and Morocco. In total, the Group operates 903 MW for its own account and for third parties.

 
CONTACT

Elodie Fiorini
Communications & Investor Relations
Tel: +33 (0)4 42 906 596
elodie.fiorini@theolia.com

THEOLIA

French Société anonyme (public limited company with Board of Directors) with share capital of ¤89,629,117.90

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 C of NYSE Euronext Paris, code: TEO

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