Press releases

As previously announced, a general  meeting of shareholders has been convened for March 19, 2010, at 10 am, at the Centre des Congrès d'Aix-en-Provence, 14 Boulevard Carnot in Aix-en-Provence, in order to decide upon the financial restructuring plan.  

However, the agenda for the meeting has been updated by the Board of directors on February 24, 2010, upon the request of a minority shareholder to add draft resolutions to the agenda.  

Shareholder's request to add draft resolutions to the agenda

A minority shareholder, Mr Michel Meeus, has in effect requested the Company to propose at the general meeting of shareholders:

• the appointment of three new directors: Mr Michel Meeus (the shareholder making the request) as well as Messrs Fady Khallouf and Gérard Creuzet, presented as independent directors, and
• the removal of four current directors of the Company, Messrs Louis Ferran, Philippe Dominati, Philippe Leroy and Jean-Pierre Mattéi.

During its meeting on February 24, 2010, the Board of directors decided to not support these draft resolutions and as a result to invite shareholders to reject them altogether.  

The Board of directors stresses that considerable efforts have been made since several months in preparation for the Company's financial restructuring, which is the key element for the Company's future. THEOLIA's current management team is committed to this financial restructuring in which the two major last steps are (i) the general shareholders meeting's approval and (ii) the completion of the capital increase with preferential rights reserved for shareholders.

The Board of directors considers that it would be very damaging for the Company to radically change the composition of its Board of directors while the financial restructuring process is ongoing.

It also wishes to draw the Company shareholders attention to the significant uncertainties which would weigh on the Company assuming these draft resolutions presented by Mr Meeus would be upheld by the general meeting. Indeed, this shareholder::

• had declared on January 29, 2010 his participation in concert with other shareholders, but no mention of this concert appears in Mr Meeus' request, which in addition appears to be in contradiction with certain points made in the declaration of concert;
• indicates that he does not wish to take control of the Company but wishes to replace more than half of the current directors;
• considers that the composition of part of the Board of directors corresponds to the Company's former management but two of the four directors whom he proposes to be removed (Messrs Mattei and Leroy) have been on the Board only for a few months;
• gives no indication of his intentions nor of those he proposes for appointment as Board directors towards the ongoing financial restructuring, even though this restructuring is essential to assure the future of the Company. No indication has been given by this shareholder as to the development strategy that would be necessary to undertake within the Company; and
• indicates that he wishes to renew the Company's Board and Management team, but does not specify which people would assume the role of Chairman and Chief Executive.

Approval of the cooptation of Board members

As a result of the request to add draft resolutions to the agenda related to the ordinary general meeting, and as required by law, the Board of directors has included in the agenda of the general meeting of March 19, 2010, the approval of the cooptation of Board members that occurred since the last general meeting, that of Messrs Jean-Pierre Mattéi and Philippe Leroy.

Agenda for the Meeting

Thus, as a result of the above, the general meeting of shareholders of March 19, 2010, is called to decide upon:

• The financial restructuring plan (1st and 2nd resolutions);
• A plan for a capital increase reserved for employees and powers to complete formalities, in accordance with the law (3rd and 4th resolutions);
• Approval of the cooptation of Messrs Jean-Pierre Mattéi and Philippe Leroy  as Board members (5th and 6th resolutions); and
• the appointment of Messrs Fady Khallouf, Gérard Creuzet and Michel Meeus as Board members and the removal of Messrs Louis Ferran, Philippe Dominati, Philippe Leroy and Jean-Pierre Mattéi from their positions as Board members (resolutions A to G – not supported by the Board of directors).

THEOLIA invites its shareholders to consult the preparatory documents for this general meeting, which are available on the Company's website and notably include: the notice of meeting and the convening notice (including the agenda and the draft resolutions proposed to the meeting), the Board's report to the meeting as well as the addendum to this report and the rules for participating and voting. English translations will also be made available at a later date.

All the documents and information relating to this meeting will be communicated to shareholders according to laws and regulations.

Extension of special purpose trustee's mandate

As had been previously announced, the President of the Commercial Court of Aix-en-Provence on June 22, 2009 had appointed, upon THEOLIA's request, Maître Laurent Le Guernevé as special purpose trustee for THEOLIA during an initial period of 3 months, then an additional 5 months up to February 22, 2010.

Upon request from THEOLIA, this mandate has been once again extended by the President of the Commercial Court of Aix-en-Provence, for 3 months up to May 22, 2010.

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

Diane d'Oléon
Tel: + 33 (0)6 09 04 80 11
Eca.doleon@gmail.com

M:Communications
Louise Tingström
Tel: +44 (0) 7899 066 995
tingstrom@mcomgroup.com

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