FENICE S.P.A. SOC BENEFIT

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Fenice is an independent, specialized company that invests primarily in renewable energy. In addition to an undoubted environmental benefit, these plants are not only are an alternative to traditional assets but compared to these, they offer superior, long-term and predictable returns. The investment allows for higher-than-average returns, taking advantage of the leverage present in special purpose companies, which is possible due to the constancy of flows over time, creating an asset de-correlated from the trends and moods of financial markets. The time horizon is medium to long term. Facilities are self-developed or purchased on the secondary market. Our flexibility, speed of execution, extensive expertise and long experience are reflected in the goodness of the returns and their consistency over time.

HISTORY

The company was founded in 2002 as a real estate company (Gorini Immobiliare Srl); upon completion of the real estate developments, in 2010 the agricultural company 33 Srl is incorporated, bringing as a dowry facilities and permits that will be developed and/or sold to investors. The name changes to Fenice Srl, the corporate structure is enlarged and the Board of Directors becomes 5 members. In 2016 following an acquisition transaction and subsequent merger, CGS Energia Srl is acquired. The corporate structure is further expanded with the entry of new investors and the board of directors becomes 7 members. The transformation into a S.p.A. following the merger, the appointment of a board of statutory auditors with financial statement auditing functions enable greater protections and transparency for investors.

BORN FENICE INVEST SPA

In 2016, the first bond loan is also issued with 4 types of bonds with different durations and yields. In 2017 the 1st tranche is repaid. The company currently has in its portfolio 13 plants distributed in 9 SPVs. The company continues its growth through the development of new opportunities and the search for medium/small sized connected plants that due to their small size do not find interest in investment funds. Fenice is an independent, specialized company that invests primarily in renewable energy. In addition to an undoubted environmental benefit, these plants are not only are an alternative to traditional assets but compared to these, they offer superior, long-term and predictable returns. The investment allows for higher-than-average returns, taking advantage of the leverage present in special purpose companies, which is possible due to the constancy of flows over time, creating an asset de-correlated from the trends and moods of financial markets. The time horizon is medium to long term. Facilities are self-developed or purchased on the secondary market. Our flexibility, speed of execution, extensive expertise and long experience are reflected in the goodness of the returns and their consistency over time.

THE ANALYST'S OPINION

The analysis of the Company proposed for the collection of financing is the result of the Report provided by EasyFintech S.r.l. - License art. 134 TULPS Prefecture of Milan prot. no. 14795/12B15E of 31/01/2020 - based on calculators of available databases such as Crif, CriBis, CeBi, Cerved, Dun & Bradstreet, InfoCamere and other financial scoring tools that combine traditional analysis (economic-financial, andamental, reputational) with statistical methodologies based on Artificial Intelligence, Machine Learning and Data Analysis.
Fenice S.p.A. Soc. Benefit is a Company having its registered office in Mercato Saraceno established in 2002 with ATECO code 70.22 having as its primary corporate purpose "THE PROMOTION, DESIGN, DIFFUSION, REALIZATION AND MAINTENANCE OF CIVIL AND INDUSTRIAL, PUBLIC AND PRIVATE PLANTS, FOR THE PRODUCTION OF ENERGY FROM RENEWABLE SOURCES; [...]" specializing in energy efficiency and renewable plant operations.
Director of the Company is Mauro Gorini about whom no negativity emerges.
The analysis methodology adopted involves the calculation of a synthetic risk indicator, called Easyscore Integrated by EasyFintech S.r.l., obtained through a proprietary algorithm that integrates and synthesizes three partial scoring (Easyscore Expert, CeBi Score 4 and CR Score). EasyFintech's Integrated Easyscore places the company in an area corresponding to the "Solvency" rating.
Summaries of the analyses of the other partial scoring are given below:

• Rating Cribis D&B: assesses the financial solvency and business reliability of the company through the calculation of Rating Cribis d&b (Failure score, Delinquency score, Paydex Cribis d&b, negative events). Fenice S.p.A. was given a Cribis Rating of "3" with a "medium-low risk of termination";
• CeBi Score 4: CeBi elaborations provide the calculation of PD - Probability Default by means of a certified algorithm for the banking world, within the scoring models and internal rating systems (so-called Internal Rating Based) used by Italian Credit Institutions. The scores (scores) assess the economic and financial soundness of the company, placed in its current and prospective economic system of reference. The analysis of the balance sheet as of 31-12-2023 from the perspective of insolvency risk classifies the company in class V1, corresponding to a situation of Mild Vulnerability with a PD of 0.69%. This class includes 23.59% of the companies belonging to the MANAGEMENT CONSULTING ACTIVITIES sector.
• CR Score: succinctly expresses a judgment on the way it uses the credit lines it has been granted by the banking system, reported within the Bank of Italy's Central Risk Register. The Score referred to the Central Risk Bank of Italy, calculated over a 12-month period. This value is confidential as it is not public data, but it shows a level of Security.

THE CAPITAL INCREASE - THE EQUITY CROWDFUNDING OPERATION

This equity crowdfunding campaign of Fenice is dedicated to raising capital necessary for the subscription of the capital increase. Investors therefore by subscribing to the capital increase will become shareholders of Fenice S.p.A. Benefit Society in accordance with the terms of the Capital Increase Resolution and the Company's Bylaws. With this equity campaign, these types of securities are offered:

• Category D shares - total of 2,245 shares with a value of €60 per share including €10 par value and €50 share premium - 2,245 shares will be offered with a value of €134,700 and it will be possible to subscribe for a minimum denomination of 50 shares equivalent to €3,000 and higher investments will start from a base of 50 shares with the addition of multiples of 10 shares.

• Voting Right: as provided in Art 13.11 each share entitles to one vote.
• Ordinary property rights: Ordinary property rights: category "D" shareholders have the right to profits and repayment of capital (upon dissolution or liquidation of the company)
• PUT right: They have the right to sell to the company in the amount of EUR 60.00 (corresponding to the issue value and the related share premium), which could be exercised within 30 days after the shareholders' meeting approves the financial statements for the fiscal year ending December 31, 2028 if the value is higher than 60.00 per share. Should the financial statements for the fiscal year ending December 31, 2028 show the company's assets equal to or less than 60.00 euros per share, the right to sell to the company (so-called "PUT right") could be exercised within 30 days after the shareholders' meeting approves the financial statements for the first of the following fiscal years that show the company's assets exceeding 60.00 euros per share.
• Pre-emption: as governed by Art 9, shareholders have the right of pre-emption on equal terms in the event of total or partial transfer of shares or option rights by deed between living persons.
• Co-sale: as governed by Art 9 BIS of the Articles of Association, the Holders of CATEGORY D Shares, in the event of a transfer by CATEGORY A shareholders of 50% or more of the Company's capital, have the right to participate in the transfer proposed by the Transferor on the same terms agreed with the prospective purchaser.

N.B. - A complete reading of the Company's Articles of Incorporation is recommended in order to know fully all rights related to the categories of subscription of units.

BUSINESS PLAN

The company's business plan is given below:

Profit on the income statement comes mainly from dividends from investee companies. The spike in sales in 24-25-26 is due to the development of newly generated opportunities and the revamping and repowering of old plants.

EXIT STRATEGY

The exit strategy is the plan through which an investor in an equity crowdfunding campaign can liquidate his or her stake and earn a financial return. Because equity crowdfunding involves the acquisition of units or shares, the return on investment depends on the ability to sell these holdings. Exit strategy is crucial because it guarantees a prospect of gain by monetizing the investment, otherwise one risks being locked into illiquid holdings.
In the present case, as mentioned, there is a Put right in the bylaws for all category D shares according to the terms described below.

• Buyout or Put Right: CATEGORY D shares grant the right to sell to the company (so-called "PUT right") in the amount of EUR 60.00 (corresponding to the issue value and the related share premium), which could be exercised within 30 days after the approval by the shareholders' meeting of the financial statements for the fiscal year ending December 31, 2028 if the value is higher than EUR 60.00 per share. Should the financial statements for the fiscal year ending December 31, 2028 show the company's assets equal to or less than EUR 60.00 per share, the right to sell to the company (so-called "PUT right") may be exercised within 30 days after the shareholders' meeting approves the financial statements for the first of the following fiscal years that show the company's assets exceeding EUR 60.00 per share. A shareholder holding category "D" shares who wishes to exercise the right to sell them to the company (so-called "di- ritto di PUT") must send a written request, within the prescribed time limit, to the administrative body. The transfer of the shares for which the "right of PUT" has been exercised, shall take place, in the form prescribed by law, within 30 days of receipt of the request by the administrative body, and at the same time as the transfer, the company shall pay the stipulated amount. The exercise of the "PUT right" remains subject to the existence of the conditions set forth in Articles 2357 and 2357-bis of the Civil Code.

TAX BENEFITS OF INNOVATIVE SMES

Innovative SMEs benefit from an advantageous tax regime that allows investors to deduct or deduct 30 percent of the amount invested in share capital. This benefit applies to all those who invest in capital increases of innovative SMEs and can be used in the three-year period following the investment.
Tax Deduction and Deduction: Investors (both individuals and legal entities) can obtain a 30 percent IRPEF deduction for individuals, or a 30 percent IRES deduction for corporations, calculated on the amount invested. These benefits are applicable if the investment generates tax capacity (i.e., an obligation to pay taxes) in the tax period. Investors can recover 30 percent of the investment over a period ranging from one to three years.
Constraints for obtaining the benefits:

• The investment must be maintained for at least three years. Partial or total divestment of equity investments or early withdrawal will result in forfeiture of the benefit, with the obligation to return the amount deducted plus interest.
• The innovative SME must not have received more than 15 million euros in eligible investments.
• There are some entities that are not eligible for the benefit, such as other innovative SMEs or certain types of collective investors.
• Dividends: During the first 5 years from the date of investment, innovative SMEs cannot pay dividends.
• Exemption on capital gains: An additional tax benefit for investors is the full tax exemption on capital gains from the disposal of equity investments in innovative SMEs, provided the investment is maintained for at least three years.

• Certification issued by the innovative SME attesting to the amount of investment received, subject to a maximum limit of 15 million euros.
• Investment plan or detailed business plan of the innovative SME.
• Documentation must be issued within 60 days of signing the investment.

SDGS ACTIVATED BY THE PROJECT

 

- SDG 7 affordable electricity production from renewable sources;
- SDG 8 growth and economic impact due to renewable plants;
- SDG 9 implement resilient facilities and infrastructure;
- SDG 11 improve the overall efficiency of buildings, infrastructure, and communities;
- SDG 12 responsible and efficient consumption of available resources;
- SDG 13 combat and mitigate climate change with related GHG reduction.

. Become a key player in the future and sustainable development by funding this initiative!

INNOVATIVE SMES IN THE RENEWABLE SECTOR

Renewable energy companies play a crucial role in the global energy landscape, contributing significantly to the transition to an equitable future. Renewable technologies not only represent innovative solutions for energy production, but are also key to reducing environmental impacts and fostering the decarbonization of our energy system with impacts in various social sectors. Renewable energy companies not only support the growth of these technologies, but also play a key role in accelerating the global energy transition. Investing in renewable energy means helping to reduce CO₂ - GHG emissions, decrease dependence on fossil fuels, and promote economic and environmental sustainability.