On 5^th May 2011, the Italian Government approved the much¨Cexpected Ministerial Decree (the ¡°Decree¡±), establishing new tariffs for photovoltaic plants (¡°Photovoltaic Plants¡±) entering into operation from 1^st June 2011 and until 31^st December 2016. The Decree was published in the Official Gazette on 12^th May 2011 and entered in force on 13^th May 2011.

The following paragraphs provide a brief overview of the main features of the Decree, as well as of certain preliminary remarks in relation to criteria, modalities and terms and conditions for the granting of the tariffs set forth therein.

1.           The new Tariffs

The Decree provides for the tariffs to be granted in favour of Photovoltaic Plants entering into operation from 1^st June 2011 until 31^st December 2016 (the ¡°Tariffs¡±).

The Tariffs shall be differentiated as follows.

(a)        Period between 1^st June 2011 and 31^st December 2011

Photovoltaic Plants entering into operation during such period shall be entitled to Tariffs depending on the basis of the type of Photovoltaic Plant installed, its maximum capacity, and the month of entry into operation of the relevant Photovoltaic Plant.

(b)        Period between 1^st January 2012 and 31^st December 2012

Photovoltaic Plants entering into operation during such period shall be entitled to Tariffs depending on the basis of the type of Photovoltaic Plant installed, its maximum capacity, and the semester of entry into operation of the relevant Photovoltaic Plant.

(c)        Period between 1^st January 2013 and 31^st December 2016

Photovoltaic Plants entering into operation during such period shall be granted with (i) all-inclusive Tariffs in relation to electricity actually injected into the grid and (ii) premium Tariffs in relation to the own-consumed electricity produced, both differentiated on the basis of the type of Photovoltaic Plant installed, its maximum capacity, and the semester of entry into operation of the relevant Photovoltaic Plant.

According to the provisions of the Decree, electricity generated by the following type of Photovoltaic Plants is eligible to obtain the Tariffs:

(a)        ¡°PV Plants¡±: both built over buildings and not built over buildings, further divided into ¡°small¡± PV Plants and ¡°large¡± PV Plants^[1], provided that the same comply with requirements set forth under the appropriate section of the Decree;

(b)        ¡°Integrated PV Plants¡±: with innovative features, being the modules specifically designed for substitute architectural elements, in compliance with requirements and installation modalities set forth under Annex 4 to the Decree, provided that the same comply with requirements set forth under the appropriate Section of the Decree;

(c)        ¡°Concentration PV Plants¡±: which are the Photovoltaic Plants defined under Section 3, paragraph 1, letter r) of the Decree, provided that the same comply with requirements set forth under the appropriate Section of the Decree.

The Tariffs set forth under the Decree shall be paid to PV Plants, Integrated PV Plants and Concentration PV Plants that will enter into operation following 31^st May 2011 and shall be fixed for a period of twenty years from their entry into operation.

According to the Draft Decree, starting from 1^st January 2013 an all inclusive Tariff (tariffa onnicomprensiva) shall be paid to PV Plants, thus excluding the addition to the Tariffs of, as the case may be, (i) the so called scambio sul posto; or (ii) the so called ritiro dedicato; or (iii) the sale of electricity to the market.

In this regard, the Decree states that the Tariffs shall be additional to the aforesaid benefits (i.e. (i) the scambio sul posto; or (ii) the ritiro dedicato; or (iii) the sale of electricity to the market) only for Photovoltaic Plants entering into operation within 31^st December 2012.

2.           Tariffs levels for PV Plants

PV plants entering into operation in the period between 1^st June 2011 and 31^st December 2011 shall be entitled to the Tariffs set forth under Chart 1 below, staggered on a monthly basis.

Chart 1

PV plants entering into operation in the period between 1^st January 2012 and 31^st December 2012 shall be entitled with the Tariffs set forth under Chart 2 below, staggered on a six months basis.

Chart 2

PV plants entering into operation in the period between 1^st January 2013 and 30 June 2013 shall be entitled to the all-inclusive Tariff (¡°tariffa onnicomprensiva¡±) set forth under Chart 3 below.

Chart 3

PV plants entering into operation in the period between 1^st July 2013 and 31^st December 2016 shall be entitled to the all-inclusive Tariff (¡°tariffa onnicomprensiva¡±) provided under Chart 3 above, reduced in accordance with the percentages set forth under Chart 4 below.

Chart 4

In addition to the above, Annex 5 to the Decree provides for specific Tariffs to be granted, respectively, to Integrated PV Plants and Concentration PV Plants.

Furthermore, specific increases of the Tariffs described above are set forth under Sections 13 and 14 of the Decree. Amongst others, such increases shall be granted to PV Plants that:

(a)        are not built over buildings and are located in industrial or commercial areas, in waste treatment areas, in exhausted quarries or in polluted areas. In such event the applicable Tariffs are increased by 5%; or

(b)        are classified as ¡°small¡± PV Plants according to the Decree; and are realized and managed by a Municipality whose residents are less than 5,000. In such event, the applicable Tariffs are increased by 5%; or

(c)        are built over buildings and replace roofs made by asbestos cement, or, in any case, containing asbestos. In such event, the applicable Tariffs are increased of an amount equal to 5 (five) Euro/cent/kWh.

(d)        have a cost (excluding labour costs) ascribable for at least 60% to goods produced in the EU, in which case the applicable Tariff is increased by 10%.

Please note that PV Plants whose modules constitute the building elements of pergolas, greenhouses, acoustic fences, shelters and/or platform roofs, shall receive a Tariff equal to the average amount of (i) the Tariffs paid to PV Plants built over buildings; and (ii) the Tariffs paid to PV Plants not built over buildings. A specific requirement for greenhouses is that there must be at least a 50% ratio between the projection on the ground of the area covered by the panels and the total roof surface. The Decree also specifies that, for the purposes of the Decree, agricultural buildings are considered as buildings, provided that they were registered in the land register before the entry into operation of the PV Plant.

3.  Installed capacity goals and Tariffs Budgets

In addition to the staggering illustrated above, the Tariffs shall also vary in consideration of the achievement, during the relevant period, of the installed capacity goals and the limit of Tariffs which can be granted during the same period (the¡±Tariff Budgets¡±) set forth under Section 4 of the Decree.

For the period between 1^st June 2011 and 31^st December 2012 the following limits of installed capacity and Tariffs Budgets shall apply:

During such period, ¡°large¡± PV Plants shall be granted with the Tariffs only within the limits of Tariff Budgets set out in the Chart above, thus meaning that upon achievement of such budgets ¡°large¡± PV Plants shall be no longer eligible for the Tariffs during the relevant period. On the contrary, ¡°small¡± PV Plants shall be entitled to the Tariffs without any limitation, save for the staggered reductions set forth under Annex 5 to the Decree.

For the period between 1^st January 2013 and 31^st December 2016 the following limits of installed capacity and Tariffs budgets shall apply:

Ccor

According to Section 4, paragraph 4, of the Decree the achievement of the Tariff Budgets set forth under the Chart above does not limit the eligibility of further PV Plants for the granting of the Tariffs, but determines a further reduction of the Tariffs: Annex 5 to the Decree provides that the Tariffs from 2013 onwards will be further reduced in the event that the relevant Tariff Budget has been exceeded during the previous semester.

4.  Terms and conditions for the granting of the Tariffs

Terms and conditions for the granting of the Tariffs under the Decree are different from those set forth under the Terzo Conto Energia.

In particular, pursuant to Section 10 of the Decree, within 15 days from the entry into operation of the relevant Photovoltaic Plant, the applicant (i.e., the so called ¡°Soggetto Responsabile¡±) (the ¡°Operator¡±) shall file with the Gestore dei Servizi Energetici (the ¡°GSE¡±) a request aimed at obtaining the granting of the relevant Tariff, together with the documentation listed under Annex 3 ¨C C to the Decree[2].

According to the Decree, a Photovoltaic Plant is considered as entered into operation upon satisfaction of the following conditions:

(a)        the Photovoltaic Plant has been connected in parallel (in parallelo) to the grid;

(b)        all the power meters required for the count of the power injected into the grid have been installed;

(c)        the duties and undertakings for the connection to the grid have been entirely fulfilled.

Within 120 days after receipt of the application of the Operator, the GSE, once verified its compliance with the Decree, shall give notice to the Operator of the Tariff granted.

Should the Operator fail to file the application within the 15 days period set forth under Section 10 of the Decree, the relevant Photovoltaic Plant loses the right to benefit from the Tariffs with reference to the period between the date of entry into operation and the date of filing of the relevant application.

For the sake of clarity, the Photovoltaic Plant will still be eligible to obtain the Tariffs, but such Tariffs, in the event of late applications, shall be granted starting from the date of filing of the application, and not from the date of entry into operation of the relevant Photovoltaic Plant.

In any case, the Tariff granted shall be the Tariff applicable at the date of entry into operation of the relevant Photovoltaic Plant.

5.   Large PV Plants

According to the Decree, large PV Plants will benefit from the Tariffs subject to specific terms and conditions, which include falling within the applicable Tariff Budgets according to a ranking list.

5.1  Period between 1^st June 2011 and 31^st August 2011

Large PV Plants entering into operation between 1^st June 2011 and 31 ^st  August 2011 shall benefit from the Tariffs, without any budget limit and without the need of being enrolled in the ranking list described below, provided that the relevant request for obtaining the Tariffs is filed with the GSE within 15 calendar days from the entry into operation of the PV Plant. The Tariffs will be those set out in Annex 5 for the months of June, July and August 2011, depending on the date of entry into operation.

5.2  Period between 1^st September 2011 and 31^st December 2012

During such period, large PV Plants will be entitled to the Tariffs only if they also meet the following requirements:

(a)     being inserted in the ranking list described below, with a ranking that allows the PV Plant to fall within the relevant Tariff Budgets set forth under Section 4 paragraph 2 of the Decree for the relevant year (please refer to the tables above); and

(b)     the works completion certification (see below) is received by the GSE within 7 months (or 9 months for PV Plants having a capacity exceeding 1 MW) from the date the ranking list is published.

Should the sum of (i) Tariffs granted to Large PV Plants entered into operation within 31^st August 2011 and (ii) Tariffs to be granted to Large PV Plants enrolled in the ranking list for year 2011, exceed the Tariff Budget for year 2011 (Euro 300 Million), then the excess shall reduce the Tariff Budget for the second semester of year 2012.

6.  Large PV Plants ranking list

To obtain the Tariffs in the period between 1^st September 2011 and 31^st December 2012 large PV Plants must request the enrollment in a ranking list to be maintained and published by GSE.

In relation to year 2011, the enrollment requests shall be filed in the period between 20^th May 2011 and 30^th June 2011, and, in the event the Tariff Budget for 2011 is not achieved, in the period between 15^th September 2011 and 30^th September 2011.

In relation to the first semester of year 2012, the enrollment requests shall be filed in the period between 1^st November 2011 and 30^th November 2011, and, in the event the Tariff Budget in such semester is not achieved, in the period from 1^st January 2012 to 31^st January 2012.

In relation to the second semester of year 2012, the enrollment requests shall be filed in the period between 1^st February 2012 and 28^th February 2012, and, in the event the Tariff Budget in such semester is not achieved, in the period from 1^st May 2012 to 31^st May 2012.

The ranking lists shall be published by the GSE within 15 days from the end of the relevant enrolment period and must give priority to the following categories of PV Plants:

(a)        PV Plants already entered in operation at the date of request of enrollment in the ranking list;

(b)        PV Plants whose construction works have been completed at the date of filing of the request and such completion has been notified to the GSE;

(c)        PV Plants authorized in an earlier date;

(d)        PV Plants with lower capacity (i.e. PV Plants with a lower capacity will be given priority over PV Plants with a larger capacity);

(e)        PV Plants with an earlier date of request for enrollment in the raking list.

The ranking list will be re-opened and PV Plants originally exclude will be allowed to enjoy the corresponding Tariffs only in case of PV Plants enrolled in the 2011 ranking list and later cancelled for having entered into operation within 31^st August 2011. In all other cases the ranking lists will not re-open, thus meaning that should any of the PV Plants included therein not be granted with the Tariffs, the corresponding Tariffs shall not be awarded to the PV Plants next in line, but will be allocated to the Tariff Budget for the following years.

Please note that, should a PV Plant inserted in the ranking list for 2011 Tariff Budget not notify the completion of works with the GSE within the relevant time limit (seven or nine months), the relevant enrollment in the ranking list will be lost. However, should the relevant PV Plant be subsequently completed and subsequently have access to the Tariffs, such PV Plant shall be granted with the Tariff applicable at the date of its entry into operation, reduced by 20%.

Furthermore, please also note that, should a PV Plant inserted in the ranking list for 2011 not be eligible to benefit from the 2011 Tariffs because the relevant Tariff Budget has been achieved or exceeded, a new request must be filed in order to be inserted in the ranking list for the 2012 Tariff Budget.

Finally, it is worth underlining that, according to Section 8, paragraph 8 of the Decree, the enrollment in the ranking list cannot be assigned to third parties.

7.  Works completion certification

According to Section 9 of the Decree, during years 2011 and 2012 the Operator of a PV Plant, upon completion of the construction works, shall communicate to the GSE the date of completion of construction of the PV Plant, together with a certification of compliance with the requirements set forth under Annex 3 ¨C B of the Decree. A copy of such notification shall be filed also with the relevant grid operator. Within 30 days thereafter, the grid operator shall verify the consistency of the above certification providing the GSE with the results of such verification.

8.  Indemnification for delay in connection to the grid

According to Section 7 of the Decree, in the event that the grid operator fails to comply with the time limits provided under AEEG 99/2008 for the connection to the grid of any Photovoltaic Plant, and provided that such delay provokes the loss of the expected Tariffs, then the grid operator shall be under the duty to indemnify the relevant Operator with a sum to be calculated in accordance with the provisions of Annex A to AEEG Resolution 181/10, as amended from time to time.

9.  Adjacent PV Plants

Pursuant to Section 12, paragraph 5 of the Decree, in the event that:

(a)        two or more PV Plants are adjacent one to each other (i.e., located either within the same cadastral parcel of land, or within different cadastral parcels one close to the other); and

(b)        such PV Plants are developed by or attributable to a single Operator;

such PV Plants shall be considered as a single one for purposes of the Decree. Within 30 days from the entry into force of the Decree, the GSE shall provide for specific rules aimed at avoiding the risk of fractioning of PV Plants.