THEOLIA : THEOLIA’s Board of Directors acknowledges the intention of the concert members to participate in the capital increase

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                                    Press release                                    Aix en Provence, May 31, 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA or in any other jurisdiction in which such a release, publication or distribution would be unlawful

THEOLIA's Board of Directors acknowledges the intention of the concert members to participate in the capital increase

Following the appointment of Fady Khallouf as Chief Executive Officer of THEOLIA, Michel Meeus, director of the Company since March 19, 2010, wished to communicate publicly, in his name and also in the name of Pierre Salik, Brigitte Salik and CRC Active Value (declared as a concert to the AMF on March 15, 2010 and holding 3,656,774 shares in the Company) his intention to subscribe to the capital increase for an amount of 10 million euros on a prorata basis to their respective holdings and not as one group. This indication of interest should be confirmed in a binding subscription form immediately prior to the launch of the capital increase.

"The appointment of Fady Khallouf, coming from the energy and environment sector, and the expected success of the capital increase will guarantee a new beginning for the company. THEOLIA today is ready and we are confident in its ability to develop. If we are willing to invest fresh capital, it is because we are convinced that this investment will create value. This is the reason we are confident that other investors will follow our lead" indicated Michel Meeus.

For its part, THEOLIA's Board of Directors acknowledged and was pleased by the intention of the concert members to participate in the capital increase. It wished to underline, via the voice of its Chairman Eric Peugeot, the importance of this expression of confidence towards the Company. 

Fady Khallouf, CEO of THEOLIA, wished to point out that he has already received indications of interest from other investors. He considers that "these are encouraging signs in a positive step for the capital increase and the future of the Company".

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 the CAC Small 90 index.

For more information

Edward F. McDonnell

Investor Relations

Tel: +33 (0)4 42 906 594

eddie.mcdonnell@theolia.com

Diane d'Oléon

Tel: + 33 (0)6 09 04 80 11

diane@eca-agency.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 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. 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.

A prospectus will be filed with the Autorité des marchés financiers ("AMF") and available on the AMF website ( www.amf-france.org ) and the THEOLIA website ( www.THEOLIA.com ). It includes inter alia information on risk factors that shall be read in conjunction with this document.

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