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Bondholders voting at the General meeting unanimously approve the restructuring

Bondholders voting at THEOLIA's General meeting in Aix en Provence on Thursday February 18, 2010 unanimously supported the proposed restructuring.

9,209,492 convertible bond (OCEANEs) holders present or represented, a quorum of 79.82%, voted unanimously in favor of all the resolutions proposed by the THEOLIA's Board of Directors. This favorable vote represents the first of three steps, each being a condition precedent to the completion of the restructuring.

The general meeting:

• Amended the terms of the contract for the issuance of the Bonds, with particular reference to the:

• duration of the loan,
• partial early redemption,
• interest rate,
• terms of conversion and/or exchange for shares,
• terms of early redemption/buyback at the discretion of the holders,
• temporary adjustment in the event of a public tender offer, and
• participation date for the new shares resulting from the conversion

The voting results and the presentation from the General meeting of bondholders are available on the company's website: www.theolia.com.  

The Extraordinary General meeting of shareholders scheduled for March 19, 2010 at 10am in Aix en Provence will be the next step in validating the restructuring plan. This meeting should thus authorize the launching of a capital increase planned for the second quarter 2010. This process such as it has been planned would 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: “This is an important step in our drive to bring both bondholders and shareholders together for our restructuring plan. This plan must enable THEOLIA to restart its journey on a solid basis and to thus benefit from its great potential for growth in a rapidly expanding sector.”  

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

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.