Maire Tecnimont Facts & Figures 2011 by MAIRE

FACTS & FIGURES

2011

It is not the strongest of the species that survives, nor the most intelligent, but the one most responsive to change.

Charles Darwin

BOARD OF DIRECTORS Chairman & Chief Executive Officer

Fabrizio Di Amato

Directors

Giuseppe Colaiacovo Stefano Fiorini Luigi Gubitosi* Adolfo Guzzini Just Jansz* Giovanni Malagò Roberto Poli Saverio Signori * Appointed by the meeting of the Board of Directors on 30th September 2011 and confirmed by the Ordinary Shareholders' Meeting on 26th April 2012.

BOARD OF STATUTORY AUDITORS Chairman Statutory Auditors

Giorgio Loli Andrea Marrocco Giovanni Scagnelli

Alternate Auditors

Andrea Bonelli Luca Longobardi

INDEX 01

CHAIRMAN’S STATEMENT

MAIN EVENTS

MAIRE TECNIMONT OVERVIEW

OUR STRATEGY FOR GROWTH

BUSINESS AND PROJECTS

RESEARCH & DEVELOPMENT

CORPORATE GOVERNANCE

SUSTAINABILITY

SHAREHOLDER NOTEBOOK

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITORS Deloitte & Touche SpA

SENIOR COMPANY MANAGEMENT Chief Operating Officer Business Development President Technology President Chief Financial Officer SVP Strategic Marketing & Communication SVP Human Resources, Organization and ICT SVP Internal Control Systems Group General Counsel

Pierroberto Folgiero Roberto Bertocco Pejman Djavdan Marco Andreasi Gianni Bardazzi Franco Ghiringhelli Mario Ruzza Mario Colombo

Pier Luigi Nervi, Elevated tank of the Mirafiori Fiat plant, Turin (1961-1963) MAIRE TECNIMONT Archive, Milan

To be best in class in serving our clients in the global hydrocarbons plant industry by offering a wide portfolio of Engineering & Construction and Technology services to provide added value to all our stakeholders.

MISSION

VISION To be a successful â&#x20AC;&#x153;glocalâ&#x20AC;? E&C and Technology leader, which acts closely with local markets, with excellent and worldwide recognized skills strongly oriented to innovation for a sustainable and environmentally friendly global development.

In ¤ million

BACKLOG

KEY FIGURES REVENUES

4,728

5,359

4,853

The solid backlog in 2011 was sustained by the award of new contracts and extensions of existing projects to a value of ¤2,069 million, mainly in Oil, Gas & Petrochemicals. This BU’s share amounted to 67% of the total backlog.

BY SECTOR

2009

2010

2011

2,536

2,646

2010

2011

Oil, Gas & Petrochemicals 76% Infrastructure & Civil Engineering 7% Power 17%

REVENUES

BY GEOGRAPHIC AREA The Americas Europe EU Europe non-EU Others Italy Middle East

BACKLOG

18% 6% 12% 8% 9% 47%

BY SECTOR Oil, Gas & Petrochemicals 67% Infrastructure & Civil Engineering 27% Power 6%

2,180

2011 revenues increased by 4.4%, reflecting the execution of backlog projects, mainly in the Oil, Gas & Petrochemicals BU. This more than offset the decrease in revenues in the Power and the Infrastructure & Civil Engineering BUs, in line with corporate strategy.

2009

EBITDA EBITDA in 2011 was a negative ¤305 million, due to the unusual impact of the South American contracts on the results of the Power BU and to budget reviews on a few contracts of the Infrastructure & Civil Engineering BU.

133

133 (305)*

2009

2010

2011

Nevertheless the continuous improvement in revenues of the core Oil, Gas & Petchemicals BU, where EBITDA was in line with 2010, resulted in an adjusted EBITDA of ¤69 million. The figure below shows the composition of adjusted EBITDA, with a healthy profit in Oil, Gas & Petrochemicals and a small loss in Infrastructure & Civil Engineering. In ¤ million

111

-42 * Adjusted EBITDA (excluding the Power BU): ¤69 million

BACKLOG

BY GEOGRAPHIC AREA The Americas Europe EU Europe non-EU Others Italy Middle East

All figures are rounded, ensuring the total sums to 100%.

8% 15% 6% 19% 11% 41%

NET INCOME (1) The Group net loss was ¤296 million in the year ended 31 December 2011, compared with a net profit of ¤62 million the year before. The contraction was due mainly to the extraordinary impact of the large negative result of the Power Business Unit on South American contracts. Excluding this, there would have been a positive net income of more than ¤6 million. (1)

Oil, Gas & Petrochemicals

Infrastructure & Civil Engineering

2009

2010

2011

(296)* * Adjusted Net Income (excluding the Power BU): ¤ 6 million

Net of minority interests.

01 CHAIRMAN’S STATEMENT Dear Stakeholders, Over the past seven years, Maire Tecnimont focused on expanding its structure and production volumes in order to confirm its role as a worldwide player in Engineering and Construction, through the integration of different fields of activity and the enlargement of its organization to compete for large onshore oil & gas projects. At the same time, we worked to increase the Group’s technological content in order to offer a broader range of services to our customers, notably by the acquisition of Stamicarbon, the global leader in urea technology licensing, and Tecnimont KT, a recognized medium-sized process engineering contractor. Those steps were crucial and have enabled us to play a key role in the global market, where the increased number of players has emphasized the need for competitiveness. The business environment has grown tougher, but we remain determined to tackle new challenges by applying a disciplined approach. A closer look at the Group’s 2011 figures shows the continued good performance of Maire Tecnimont’s core business: Technology, Engineering and Main Contracting in Oil & Gas, Petrochemicals and Fertilizers. These activities recorded a strong improvement over 2010, and a solid backlog, spread over several areas. On the other hand, our 2011 results suffered strongly from the negative performance of the Power Business Unit, due to losses on the South American projects (five thermoelectric power stations - two in Chile and three in Brazil). These projects were affected by a number of exceptional events that had a significant negative impact on their schedules and costs. We are developing a long-term vision of one company, bringing together the marketing and operational best practices of the existing legal entities and brands. This is the reason why new corporate governance and new organizational strategies were pursued during 2011. New independent Board Members have been appointed, while new top managers have been appointed to some key positions. Under the new CFO Marco Andreasi, specific focus has been directed to a stronger coordination of financial planning, control and risk management. The reorganization has continued in 2012. The new General Counsel, Mario Colombo, joined the Group in January, while, as of May 22nd, the new Chief Operating Officer, Pierroberto Folgiero, has been entrusted with the Group’s Engineering & Construction Business, and Roberto Bertocco has been appointed Business Development President, with the task of defining and coordinating all the Group’s development plans in new geographical and new business areas. Furthermore, Pejman Djavdan is now in charge of Technology Development for the entire Group, in order to enhance and protect our patented technological patrimony.

Reorganization also means relocation of offices. In 2011-2012 Maire Tecnimontâ&#x20AC;&#x2122;s network of offices in Italy has been consolidated, by closing the previous eight locations and centralizing all our Italian personnel in just two main cities, Milan and Rome. In Milan, the Group has moved to the Maire Tecnimont Towers, the new sustainability-oriented headquarters which hosts professionals of different nationalities. These actions, although affecting todayâ&#x20AC;&#x2122;s costs, will surely bring significant improvements in the future, through the exchange of experience and expertise throughout the organization, as well as positive benefits in terms of operational efficiency. As for the long-term oil & gas outlook, we remain convinced that global energy demand will remain strong, mostly driven by large developing regions like China, India, Russia and the Caspian Area, Brazil and other fast growing economies. Europe, on the other hand, is still affected by uncertainty due to the financial turmoil. But all the historical evidence points to the fact that the oil, gas & petrochemical sector, including the fertilizer industry, will flourish again in the future. Meanwhile, new unconventional resources, such as shale gas, are attracting the attention of big companies eager to unlock its full potential. In this perspective, the USA, Canada and Australia are expected to become long-run strategic players in the international gas market. Maire Tecnimont Group is ready to maintain both its strong position in traditional hydrocarbon markets and to enter new markets and seize new business opportunities. Commercial activity remains strong, and between 4Q 2011 and 1Q 2012, important new contracts have been finalized in our core business (the Kima fertilizer project in Egypt, the Slovnaft petrochemical plant in Slovakia, and the Tempa Rossa oil and gas treatment plant in Italy). In 2012 our Group will continue the positive trend in its core business, the oil, gas & petrochemical sector, particularly in fertilizers, and will grow in engineering and licensing services. We are continuing the internal review of organization costs in order to achieve further significant efficiencies. In the long-term, I expect Maire Tecnimont to first consolidate its position as global oil & gas player, and then further enlarge its technology content to serve its customers through a wider range of services. I confirm here my full commitment to this industrial vision. In a period of recovery and new challenges, it is necessary to draw upon the strength of this great and historic Company, and continue to apply the disciplined and rational approach that has always distinguished our work, thanks to the quality of our professional expertise and business ethics. Sincerely,

Fabrizio Di Amato Chairman & Chief Executive Officer

MAIRE TECNIMONT GROUP HEADQUARTERS, MILAN

MAIN EVENTS

07 JAN

28 MAR

Signing of a memorandum of understanding for cooperation on project development in fertilizers in central and southern Africa with Orascom Construction Industries (OCI).

29 MAR

Award of the 2011 M&A Award in the category “Best acquisition in Italy” for the multiple-step acquisition of Technip KTI SpA (now Tecnimont KT SpA), an international process engineering company based in Rome and active in the design and construction of plants for the oil, gas and petrochemical industries.

31 MAR

Incorporation of Tecnimont Civil Construction, a partial spin-off of part of Tecnimont’s Infrastructure & Civil Engineering Business Unit.

¤500 million

21 APR

Cutting of the ribbon at the Palazzi Alti complex, the Group’s new North Italian headquarters. The ceremony was attended by local authorities and high-level members of the Italian business community.

¤260 million

13 JUN

2011 and first half 2012 highlights ¤53 million

Award of a contract by OOO Lukoil Neftochim Burgas AD for the engineering, procurement and construction of a new sulphur recovery unit at the Burgas refinery in Bulgaria.

11 MAY

Signing of the definitive agreements for the construction of the northbound and southbound rings of the new Copenhagen and Frederiksberg Cityringen underground, awarded in November 2010. Maire Tecnimont is part of a consortium that is acting as general contractor.

FIRST HALF 2012

31 MAY

¤700 million

¤45 million

Signing of a letter of intent for the engineering, procurement and construction of a sulphur recovery complex for Raffineria di Milazzo (RAM). The project will be completed in May 2014.

11 APR Signing of a letter of intent for the engineering, procurement, supply, construction and commissioning of the Tempa Rossa oil & gas treatment plant for Total E&P Italia SpA, a member of the Total Group.

03 APR

US$440 million Award of EPC contracts for two polyolefin plants (PE and PP) in Dahej, Gujarat State, India. The client is ONGC Petro additions Limited (OPaL), a joint venture company promoted by Oil and Natural Gas Corporation (ONGC).

Award of two contracts, one for EPC services for Slovnaft Petrochemicals sro, a member of the MOL Group, in Bratislava, Slovakia, and the other for engineering services in the Far and Middle East and Russia.

02 MAR 11 OCT

Signing of licence, process design and services agreements with Chengda Engineering Company of China and China National Plant Import & Export Corporation (COMPLANT) for a urea pool reactor plant and a urea granulation plant for the Shahjalal fertilizer project in Bangladesh.

21 FEB Awards of an EPCC contract for a special project in the chemicals field in Al Jubail, Saudi Arabia, and of a contract for engineering services and support to procurement for a new fertilizer complex, UFN III, to be built in the Brazilian state of Mato Grosso do Sul.

US$145 million

11 NOV

¤430 million

Signing of the contract for the civil works of the Milan-Genoa high-speed/high-capacity railway project (Terzo Valico dei Giovi) for the Italian railways operator Rete Ferroviaria Italiana SpA. The Group is a member of the COCIV consortium, which is acting as general contractor.

24 OCT 31 OCT

US$540 million

Award of an EPCC contract for a new fertilizer complex in the industrial area of the Aswan Governorship, Upper Egypt, for KIMA (Egyptian Chemical & Fertilizer Industries).

Award of the IPMA International Project Excellence Award 2011. The Group’s Panipat PP and Bahrain CO2 recovery projects are prize winners respectively in the Mega-Projects and Big Projects categories.

US$280 million

Award of the civil and track works contract for the first stage of the Etihad Rail network in the UAE. The work is being undertaken by a consortium of Maire Tecnimont, Saipem SpA and Dodsal Engineering and Construction Pte Ltd. The client is Etihad Rail Company, the master developer and operator of the UAE’s national railway.

MAIRE TECNIMONT OVERVIEW

3.1 OUR HISTORY

1899 1972 2002 2004

RELAUNCH OF THE BUSINESS STRATEGY THROUGH "ONE COMPANY"

OCT 2005

FROM 2012 ON

Engineering & Construction Technology & Licensing n Energy & Ventures

Fiat Group Incorporation of Fiat Engineering Acquisition of Fiat Avio Acquisition of Fiat Engineering (later Maire Engineering)

Incorporation of MAIRE TECNIMONT 2005 Maire Group acquires Tecnimont 1973 Incorporation of Tecnimont 1966 Incorporation of Montedison

n n

1884 Edison Power Supply

REORGANIZATION OF ITALIAN HQs

2011/2012

New Milan Offices: n Two towers and one service building (69,000 sq. metres) n About 2,000 employees when fully operational n Effective integration and cross-fertilization among BUs

* In 1963 Giulio Natta wins Nobel Prize for chemistry

NOV 2007

INCORPORATION OF TECNIMONT CIVIL CONSTRUCTION (TCC)

MAR MAR2011 2011

LISTING ON THE ITALIAN STOCK EXCHANGE

1958 Incorporation of ICB Pvt Ltd as a consulting firm in the plant sector in Mumbai 1977 Creation of the first joint venture between ICB and Tecnimont 1990s Tecnimont acquires 50% of the Indian company, renamed Tecnimont ICB Pvt Ltd (TICB)

DEC 2007 Acquisition of Technip KTI (later Tecnimont KT)

1888 Montecatini Mines and Chemicals, which later focuses on fertilizers (G.Fauser) and polypropylene (G.Natta)*

JUN 2010

Acquisition of 100% of TICB India, now fully owned and integrated in the Group Tecnimont ICB: n Over five decades of excellence n Among the largest E&C companies in India n Centre of Excellence for the Group – an engineering centre/EPC contractor for selected projects n Benchmark quality and cost efficiency n Highly skilled personnel n Excellence in electrical & Instrumentation installation

1999 Technip Italy acquired KTI 1988 Mannesmann acquired KTI 1971 Kinetics Technology International (KTI). More than 40 years of international experience in process engineering

Acquisition of Stamicarbon

OCT 2009

SEP 2008

Maire Engineering merged into Tecnimont to form a unique E&C operating company

1947 Incorporation of Stamicarbon, active in chemical and fertilizer licensing 1937 Dutch State Mines – DSM research centre serving the coal mines

3.2 OUR BUSINESS

WE ARE

WE HAVE

a leading international player in Engineering & Construction, Technology & Licensing.

an impressive track record in complex projects in different contexts worldwide on both a reimbursable or cost-plus fee basis.

OUR BUSINESS is focused on plants for the hydrocarbon processing industries (Oil & Gas, Petrochemicals, and Fertilizers) and competences in Power Generation and Infrastructure.

WE OFFER advanced skills in Licensing, Engineering Services, EP (Engineering, Procurement), EPC (Engineering, Procurement and Construction) through our flexible business model.

OUR INTEGRATED HSE Management System, along with a widespread safety culture, results in an outstanding safety performance, which is significantly higher than international standards.

OUR WORKFORCE of about 5,300 employees in over 30 Countries and 50 operating companies makes us a multinational and multicultural Group offering clients economies of scale and high-level performance.

3.3 OUR STRENGTH

US$4.7 DESIGN OF MORE THAN

the largest gas treatment plant ever awarded in Abu Dhabi (UAE) on a LSTK basis.

market share in polyolefins (no.1 worldwide) in capacity installed in the last six years, including a 40% share in LDPE.

30%

50%

MORE THAN

wORLD MARKET LEADER

of the Italian high-speed rail network and EPC contractor for the first automated metro system in Italy.

230 power plants completed or under construction in Italy and abroad, with an installed capacity of more than 20,000 Mw.

BILLION

30% market share (no.1 worldwide) in licensing urea plants and a 35% market share (no.2 worldwide) in licensing urea granulation technology.

in licensing hydrogen technology, with single-train capacity up to 180,000 Nm3/hour, and licensor of sulphur recovery and tail gas treatment technology, with single-train capacity up 1,500 tonnes/day. 23

3.4 OUR PRESENCE SITTARD SALzGITTER

PARIS

MILAN

COUNTRIES

ROME

EMPLOYEES BY COUNTRY Italy

2,518

Milan Rome Others

1,726 486 306

Rest of Europe

518

France The Netherlands Germany Others

128 75 47 268

India Rest of Asia

147

South America

218

Total Average age: 40 years Approximately 54% university graduates

1,873

5,274

CONTINENTS MUMBAI

Sﾃグ PAULO

ABOUT

5,300 EMPLOYEES

OPERATING COMPANIES

HEADQUARTERS

MAIN OFFICES

SUBSIDIARIES, BRANCHES AND REPRESENTATIVE OFFICES

OUR STRATEGY FOR GROWTH

4.1 GROUP STRATEGY The Maire Tecnimont Group is implementing a business-cultural transformation, with clear corporate guidelines for business organization, moving from an EPC-driven, sister companies-based operating model to a single-company business-driven model. This will lead to a much strengthened “centre” with key guiding functions. The Group has reorganized its business into three pillars - Engineering & Construction, Technology & Licensing, and Energy & Ventures - in order to capitalize on the internal expertise coming from the strong growth of recent years and to optimize and strengthen its established skills and specialties. Maire Tecnimont intends to prioritize key strategic initiatives with the potential of improving the effectiveness of existing businesses and building new focused areas for growth. The Group is focusing on a few critical actions to drive and accelerate the organizational change. The main points are summarized below. New corporate guidelines include: n

enlarging and developing the current technology portfolio in our target sectors, ensuring greater added value for our clients;

CHAIRMAN & CEO F. Di Amato

TECHNOLOGY PRESIDENT

CHIEF OPERATING OFFICER

BUSINESS DEVELOPMENT PRESIDENT

P. Djavdan

P. Folgiero

R. Bertocco

4.2 HR DEVELOPMENT STRATEGY The Group continued to redefine its organizational structure in 2011 in line with the following objectives:

strengthening engineering services by leveraging on specialized manpower, market share and a deep-rooted presence in several countries; a full E&C approach in key industry, product and geographical areas; developing upstream opportunities and investing in equity participation. Leveraging our unique set of E&C and engineering and technology services, we aim to address the full complex projects value chain from project development and financing to operation and maintenance. This could involve acquiring stakes in selected assets. We also intend to focus on and strengthen our presence in fast growing markets (former Soviet Union countries, India, China) and to enlarge our presence in energy-rich developing countries in the Far East and North Africa; the Group aims to establish profit centres by area, enhancing local content and leveraging on our recognized engineering and project management capabilities. The aim is to pursue business and operational synergies in E&C with a local content-driven geographical organization. A new Chief Operating Officer will coordinate the geographical profit centres; we have set up a new business development department to define Group development plans, coordinating initiatives in the established geographical areas with new activities and new markets. The new department will focus on developing innovative business strategies and approaches in untapped markets as well as new upstream and peripheral businesses. The department will cooperate with the Chief Operating Officer and geographical area representatives to develop and integrate business activities within the Group. It will also develop local-content strategies as well as entry strategies into new geographical areas.

boost organizational and operational efficiency by integrating processes and activities; simplify decision-making processes to enhance business synergies and consolidate the new business areas and the new companies acquired by the Group;

increase coordination of Group operations through the centralization of formerly duplicated activities;

optimize the efficiency of the governance activities of the Group’s general and administrative functions.

The reorganization is also aimed at reducing the logistical effort and cost of coordinating Group companies formerly located in different branch offices, as decided by the Maire Tecnimont Board of Directors on 29 July 2011. This concentration of organizational functions and processes is expected to bring significant benefits. Optimization of the Group’s offices, particularly in Italy, is considered a key driver of the process. The northern Italian branch offices in Bergamo and Turin have been incorporated into the Maire Tecnimont head office at Garibaldi Towers in Milan. The Rome offices have been also concentrated under one roof. The reorganization should bring the following major benefits: n

organizational and process optimization;

rationalization and therefore increased efficiency of the coordination and integration of services;

cost-efficiency and significant cost-savings;

unification of the governance structures needed to manage Group operations.

BUSINESS AND PROJECTS

Maire Tecnimont is a recognized worldwide player active in three business areas: Engineering & Construction (E&C), Technology & Licensing and Energy & Ventures. As a leading Engineering & Construction contractor, Maire Tecnimont supplies plants for the hydrocarbon processing industries and has the key resources and skills to manage large integrated complex projects in oil & gas, petrochemicals, fertilizers, power generation and infrastructure. Through a flexible business model the Group offers advanced skills in licensing, engineering services, EP (Engineering, Procurement), and EPC (Engineering, Procurement and Construction). Our strong technology orientation provides access to the best available state-of-the-art processes that guarantee us a recognized world leadership as a contractor. Through our network of international engineering centres, we offer services and know-how ranging from conceptual studies, through technology selection to process engineering and detailed design. Through our global procurement platform we cover all client requirements, leveraging on a network of high-quality equipment vendors and construction subcontractors. We can also provide comprehensive process technology packages and proprietary equipment services tailored to specific client needs. In Technology & Licensing, the Group can provide a wide range of proprietary technologies and associated engineering services. We offer more than 60 years’ experience in the development and licensing of urea technology, and more than 40 years’ experience in hydrogen and syngas technology, gas treatment and sulphur recovery. We have a diversified licensing portfolio for both grass-roots plants and revamping projects, either through carefully selected licensed contractors or supplied directly to the client. In Energy & Ventures, Maire Tecnimont leverages on its unique set of E&C and engineering and technology skills to provide a full service to the complex projects value chain, from project development and financing down to operation and maintenance. This includes acquiring stakes in selected assets as a private equity investor. We develop know-how and promote technical innovation, leveraging on the skills and synergies of the Group’s companies. We also analyse and select investment opportunities based on technical/economic feasibility studies, guaranteeing all the relevant permits and project financing. The Group has already financed and developed a renewable energy project in northern Italy. The 20 MW Olevano biomass power plant will deliver 140 GWhe per year of renewable energy, consuming roughly 200,000 tonnes/year of biomass in the form of wood chips. Approximately 70% of the wood chips will come from a short supply chain, with economic and social benefits to the local area.

5.1 ENGINEERING & CONSTRUCTION 5.1.1 E&C - OIL & GAS The Group has developed considerable expertise and numerous references in the oil and gas sector. The award of five EPC projects in the past ten years has made us one of the most reputable and experienced contractors for LNG terminals. We have also consolidated our position in the oil and gas market with contracts for projects such as the mega-gas processing complex at Wafa/Mellitah in Libya, an aromatics complex in Kuwait, a desulphurization plant in India, the major GASCO gas treatment contract in Abu Dhabi (awarded in 2009), the new acid gas removal plant for KNPC in Kuwait (awarded in 2010), and last, but not least, the Tempa Rossa oil and gas treatment plant (awarded in the first half of 2012). The GASCO project reflects the first-class reputation the Group has won in the region by its successful completion of EPC contracts in Saudi Arabia, Kuwait, Qatar and the UAE. The Group has also won major contracts in North Africa (Algeria), Europe (Poland), India and the CIS.

TEMPA ROSSA OIL & GAS TREATMENT, ITALY A letter of intent for the engineering, procurement, supply, construction and commissioning of the Tempa Rossa oil and gas treatment plant was awarded to Tecnimont and Tecnimont KT by Total E&P Italia, an Italian subsidiary of France’s Total Group, in the first half of 2012. The project forms part of the main Tempa Rossa oil field development near Corleto Perticara in the Potenza province of Italy’s Basilicata region. The contract includes the central process facilities of the oil centre where 50,000 barrels/day of crude oil are treated and stabilized, the treatment of the associated gas and water, the LPG storage centre, the surface facilities on the well pads, the connections of the flowlines and pipelines with Snam Rete Gas, and the Taranto refinery pipeline. The project will comply with the most stringent Health, Safety and Environment standards for this type of facility in Italy. Signature of the contract, with the full release of the contractor’s scope of work, is expected soon, after all authorizations have been obtained by the client. The overall contract value will be approximately ¤500 million. Engineering work started in May 2012.

INTEGRATED GAS DEVELOPMENT PROJECT, HABSHAN (ABU DHABI – UAE) In July 2009 Tecnimont, in a 50-50 joint venture with JGC of Japan, won one of the largest EPC LSTK contracts ever tendered in Abu Dhabi in the oil and gas sector. The US$4.7 billion contract is part of the giant integrated gas development (IGD) project being carried out by Abu Dhabi Gas Industries Ltd (GASCO), a subsidiary of the state-owned hydrocarbons giant, Abu Dhabi National Oil Company (ADNOC). The IGD project aims to increase UAE offshore gas production from the Umm Shaif Khuff and Umm Shaif Areaj reservoirs by 1,000 mmscfd. The offshore gas, after initial treatment in the new Das Island facilities, will be sent through a dedicated 30-inch pipeline to the Habshan site in the southwest part of the Emirate, where it will be further processed before being sent to the gas sales network. Recovered NGL will be sent to the Ruwais site for further fractionation and export. Work started in July 2009 and should be finished by October 2013. On completion, the IGD project will help meet the rapidly increasing demand for gas resources in the United Arab Emirates. Work on the project is being carried out at several international locations - in Italy, Japan, India, Philippines, Pakistan and the United Arab Emirates - with detailed engineering and procurement being managed by a first-class team of Italian and Japanese managers. The up-to-date technology used to connect the various operating centres in different time zones has created a “virtual global office”, in which more than 800 engineers work, virtually on a 24/7 basis, towards a common goal. The combination of so many different cultures makes the Habshan project a real melting-pot, in which all personnel bring their individual backgrounds and experience to contribute. Proof of Tecnimont’s and its partners’ capability to perform such a challenging task is the fact that, as of end-2011, the project was proceeding on schedule and within budget to the full satisfaction of the client. Approximately 76% of the overall contract had been completed by that date and more than 93% of material ordered. A few comparisons illustrate the scale of the project: the steel structures in the Habshan process facilities will be sufficient to build more than seven Eiffel Towers; the length of the electric and instrument wiring in the plant is equal to around a fifth of the earth’s circumference; and the quantity of concrete used in the project will be sufficient to build a copy of Kuala Lumpur’s twin Petronas Towers, the world’s fifth tallest buildings.

Kuala Lumpur’s twin Petronas Towers, the world’s fifth tallest buildings. a fifth of the earth’s circumference; and the quantity of concrete used in the project will be sufficient to build a copy of to build more than seven Eiffel Towers; the length of the electric and instrument wiring in the plant is equal to around A few comparisons illustrate the scale of the project: the steel structures in the Habshan process facilities will be sufficient overall contract had been completed by that date and more than 93% of material ordered. project was proceeding on schedule and within budget to the full satisfaction of the client. Approximately 76% of the Proof of Tecnimont’s and its partners’ capability to perform such a challenging task is the fact that, as of end-2011, the backgrounds and experience to contribute. of so many different cultures makes the Habshan project a real melting-pot, in which all personnel bring their individual global office”, in which more than 800 engineers work, virtually on a 24/7 basis, towards a common goal. The combination The up-to-date technology used to connect the various operating centres in different time zones has created a “virtual Japanese managers. the United Arab Emirates - with detailed engineering and procurement being managed by a first-class team of Italian and Work on the project is being carried out at several international locations - in Italy, Japan, India, Philippines, Pakistan and rapidly increasing demand for gas resources in the United Arab Emirates. Work started in July 2009 and should be finished by October 2013. On completion, the IGD project will help meet the sent to the gas sales network. Recovered NGL will be sent to the Ruwais site for further fractionation and export. 30-inch pipeline to the Habshan site in the southwest part of the Emirate, where it will be further processed before being by 1,000 mmscfd. The offshore gas, after initial treatment in the new Das Island facilities, will be sent through a dedicated The IGD project aims to increase UAE offshore gas production from the Umm Shaif Khuff and Umm Shaif Areaj reservoirs Abu Dhabi National Oil Company (ADNOC). project being carried out by Abu Dhabi Gas Industries Ltd (GASCO), a subsidiary of the state-owned hydrocarbons giant, in Abu Dhabi in the oil and gas sector. The US$4.7 billion contract is part of the giant integrated gas development (IGD) In July 2009 Tecnimont, in a 50-50 joint venture with JGC of Japan, won one of the largest EPC LSTK contracts ever tendered

HABSHAN 5 – THE LARGEST EPC CONTRACT AWARDED IN ABU DHABI

5.1.1 OIL & GAS PROJECTS TEMPA ROSSA OIL AND GAS TREATMENT, CORLETO PERTICARA (ITALY)*

INTEGRATED GAS DEVELOPMENT PROJECT, HABSHAN (ABU DHABI – UAE)*

Capacity: 50,000 barrels/day crude oil Client: Total E&P Italia SpA (Total Group) n Contract type: EPSCC n Value: Approx. ¤500 million n Contractor: Project association between Tecnimont and Tecnimont KT

Capacity: Gas treatment plant (900 mmscfd), NGL production (1,200 tonnes/day), sulphur recovery (5,200 tonnes/day) n Client: GASCO n Contract type: EPCC n Value: Approx.US$4.7 billion (Maire Tecnimont Group share 50% - jv JGC) n Contractor: Tecnimont

* Full description at page 33

* Full description at page 34

PDH PLANT, TOBOLSK (RUSSIAN FEDERATION) Capacity: 510,000 tonnes/year propane dehydrogenation (PDH) Client: Tobolsk Polymer LLC (JSC Sibur Holding) Contract type: EPCM Value: Approx. ¤675 million Contractor: Tecnimont

NAGRP/AGRP REVAMPING PROJECT, (KUWAIT)

n n

Capacity: 230 mmscfd natural gas and 78,000 barrels/day of condensates Client: KNPC Contract type: EPCC Value: Approx. US$400 million Contractor: Tecnimont

n n n n

NEW HEAVY COKER GAS OIL HYDROTREATING UNIT PROJECT, MANGALORE (INDIA) Capacity: 650,000 tonnes/year heavy coker gas oil stream n Client: Mangalore Refinery and Petrochemicals Ltd (MRPL) n Contract type: EPCC n Value: Approx. US$80 million n Contractor: Tecnimont n

Under realization projects > 1000 ¤mn

500 to 1000 ¤mn

200 to 500 ¤mn

< 200 ¤mn

5.1.2 E&C - PETROCHEMICALS & FERTILIzERS The Group has access to first-class polyolefin technologies and has the size and capability to execute and manage several projects simultaneously using different technologies while preserving confidentiality and licensors’ know-how. In addition, our corporate background and experience in the fertilizer sector, together with the Stamicarbon acquisition in 2009, make us a strong player across the whole petrochemicals E&C business. We are included in the shortlist of preferred engineering contractors for many patented technologies, and in many cases we develop the licensor’s process design package - the know-how documentation delivered by the technology provider to the contractor - for the licensor itself.

POLYOLEFIN UNITS - BOROUGE III, RUWAIS (UAE) In May 2010 a joint venture of Tecnimont (55%) and the South Korean Samsung Engineering Co. Ltd was awarded two contracts for the EPC phase of the Borouge 3 expansion project. Borouge 3 continues the long relationship of Tecnimont with Borouge, a joint venture between ADNOC and Borealis. The cooperation began with the first project, Borouge 1, which was commissioned in 2002 and expanded in 2007, and continued with Borouge 2, the largest polyolefin project ever awarded to Tecnimont, which was commissioned in 2010. A total of 42 million man-hours were worked on this project, with very high standards for safety and quality of construction. Finally, the FEEDs of Borouge 3 were awarded in 2009. The Borouge 3 EPC lump-sum turnkey contracts cover the multiple polyolefins package, which includes two LLD/HDPE plants, two polypropylene plants and an LDPE package. The two contracts are worth approximately US$1.65 billion, of which Tecnimont’s share is about US$900 million. The LLD/HDPE plants will each have a capacity of 540,000 tonnes/year; the two PP plants will have capacities of 480,000 tonnes/year and 428,000 tonnes/year; and the LDPE unit will have a capacity of 350,000 tonnes/year. The contract became effective in June 2010 and the EPC phase is due to be completed at the beginning of 2014. At the end of 2011, the project was on schedule; around 32% of the work had been completed and more than 88% of material ordered.

LDPE PLANT, BRATISLAVA (SLOVAK REPUBLIC)

FERTILIzER COMPLEX, ASWAN (EGYPT) Tecnimont has been awarded a lump-sum turnkey EPCC (Engineering, Procurement, Construction and Commissioning) contract for a new fertilizer complex in the existing industrial area in the Aswan Governorship of Upper Egypt. The client is Egyptian Chemical & Fertilizer Industries, KIMA. The complex will comprise: n a 1,200 tonnes/day ammonia plant, based on the KBR Purifier® technology; n a 1,575 tonnes/day urea melt production unit, incorporating Stamicarbon’s Pool Reactor technology, with an associated urea granulation unit; n utilities and off-site facilities to support the process units. The project, valued at approximately US$540 million, should be completed by the end of July 2014. This award highlights the synergies in the fertilizer sector between the Group’s sister companies Tecnimont, Maire Tecnimont’s leading E&C contractor, and Stamicarbon BV. The contract, the Group’s first EPC project in Egypt, reinforces the Group’s presence in the country and consolidates its track record in the fertilizer sector.

In the first half of 2012, the Group was awarded a lump-sum EPC contract for a low-density polyethylene plant (LDPE–4) at Bratislava. The client is Slovnaft Petrochemicals sro, a member of the MOL Group, one of the largest players in the European oil & gas market. Part of Slovnaft Petrochemicals’ development plan in Bratislava, the project should be completed in the first quarter of 2015. The LDPE plant, based on LyondellBasell’s Lupotech T technology, will have a capacity of 220,000 tonnes/year. This contract reinforces Maire Tecnimont’s presence in the European market and consolidates its track record in the polyolefins sector. The overall project value is approximately ¤204 million. 38

5.1.2 PETROCHEMICALS & FERTILIZERS PROJECTS NOVY URENGOY LDPE PLANT, (RUSSIAN FEDERATION) LDPE PLANT, BRATISLAVA (SLOVAK REPUBLIC)*

Capacity: 400,000 tonnes/year LDPE (LyondellBasell technology) n Client: Novy Urengoy Gas Chemical Complex (NGCC) n Contract type: detailed engineering and technology services and provision of equipment and raw materials, procurement services and site assistance n Value: US$115 million n Contractor: Tecnimont n

Capacity: 220,000 tonnes/year low-density polyethylene n Client: Slovnaft Petrochemicals sro (MOL Group) n Contract type: EPC n Value: Approx. ¤204 million n Contractor: Tecnimont n

* Full description at page 38

AMMONIA PLANT, NANGAL (INDIA)

FERTILIZER complex, Aswan (EGYPT)*

Capacity: 950 tonnes/day ammonia Client: National Fertilizer Limited n Contract type: technology licensing, engineering, procurement, construction and commissioning (EPCC) services n Value: US$240 million n Contractor: Tecnimont n n

Capacity: Ammonia 1,200 tonnes/day, urea 1,575 tonnes/day, urea granulation 1,575 tonnes/day, utilities and off-site facilities n Client: KIMA n Contract type: EPCC n Value: US$540 million n Contractor: Tecnimont n

* Full description at page 39

POLYOLEFIN PLANTS, DAHEJ (INDIA) Capacity: Polypropylene 340,000 tonnes/year and two 360,000 tonnes/year HD/LLD swing polyethylene plants n Client: ONGC Petro additions Limited (OPaL) n Contract type: EPC n Value: US$440 million n Contractor: Tecnimont n

POLYOLEFIN UNITS - BOROUGE III, RUWAIS (UAE)*

FERTILIZER COMPLEX, MATO GROSSO (BRAZIL) Capacity: 2,200 tonnes/day ammonia (KBR technology) and 3,600 tonnes/day urea (Stamicarbon technology) n Client: Consórcio UFN III (Petrobras) n Contract type: EP n Value: US$82 million n Contractor: Tecnimont n

HDPE PLANT, Al JUBAil (Saudi arabia) n n n n

Client: Saudi Basic Industries Corporation (SABIC) Contract type: EPCC (R&D project) Value: US$63 million Contractor: Tecnimont

Capacity: 480,000 tonnes/year PP, 428,000 tonnes/year PP, 2x540,000 tonnes/year PE, 350,000 tonnes/year LDPE n Client: Borouge (jv ADNOC – Borealis) n Contract type: EPC n Value: US$1.65 billion (Maire Tecnimont Group share: 55% - jv Samsung) n Contractor: Tecnimont n

* Full description at page 38

Under realization > 1000 ¤mn

500 to 1000 ¤mn

200 to 500 ¤mn

< 200 ¤mn

5.1.3 TECHNOLOGY PACKAGES The Group is highly specialized in sulphur recovery units (SRU), hydrogen production from steam reforming of hydrocarbons, refinery fired heaters and other services for the refining and petrochemical industry. The Group is a leader in licensing and supplying SRU ancillary units, with more than 60 projects completed worldwide in the last 10 years, ranging from small units to world-scale sulphur production capacity. The Group has proprietary technologies for gas sweetening and tail gas treatment (RAR technology) and provides customized engineering solutions in compliance with the most stringent environmental regulations. Having designed and supplied more than 60 reforming units, the Group is one of the leading providers of hydrogen units based on steam reforming, able to supply plants with capacities of up to 180,000 Nm 3/hour in a single line. We can provide tailor-made designs to minimize steam export and CO 2 emissions. Our new short contact time (SCT) catalytic partial oxidation (CPO) technology licensed from Eni offers another way of minimizing investment and operating costs, not only for hydrogen production but for any syngas application. Since 1971, the Group has supplied more than 1,700 equipment items, including vertical cylindrical heat oil heaters, large topping or vacuum furnaces, and advanced furnaces for ethylene crackers and large steam reformers, including their use in direct reduction of iron ones. With its own proprietary knowhow and expertise, the Group is capable of executing projects of any size for the worldwide process industries. Based on its strong process engineering background, the Group boasts major expertise in project implementation in these sectors. Our experience and know-how allow us to provide services and projects based on third-party licensed technologies.

SULPHUR RECOVERY COMPLEX, MILAzzO (ITALY) The new sulphur recovery facility will have a capacity of 100 tonnes/day of liquid sulphur - 130 tonnes/ day in the event of future oxygen enrichment - and is highly interconnectable with existing refinery units producing sour gas and with the sour water stripper (SWS3) and the amine regeneration (OGA 2) units. The contract includes the construction of a new substation (electrical works and an automation room) in the adjacent former power station building, along with the installation of cable ducts and the arrangement of medium and low-voltage cables outside the facility area. In view of the significant interconnection between the facility and the refinery, the client has included interconnecting works in our scope. This requires the design, procurement, fabrication, installation and commissioning of a number of pipes on existing pipe racks, numerous (about 60) tie-ins, and a project study for the strengthening of several pipe racks adjacent to the facility, along with the installation of new structures.

SULPHUR RECOVERY UNIT, BURGAS (BULGARIA) This is part of the overall contract for a new H-oil complex that Lukoil awarded to another contractor a few months ago to expand the Burgas refinery and improve its product quality. Tecnimont KT will install two Claus sections, each with a capacity of 150 tonnes/day of liquid sulphur, one tail gas treatment section with 300 tonnes/day capacity, three 110 tonnes/day sulphur solidification lines, liquid sulphur storage capacity of 10,000 tonnes, and a handling section. This important contract is Maire Tecnimontâ&#x20AC;&#x2122;s first from the Lukoil Group, and will strengthen Tecnimont KTâ&#x20AC;&#x2122;s position in the sulphur technology market.

5.1.3 TECHNOLOGY PACKAGES projects

SULPHUR COMPLEX, GDANSK (POLAND) n n n n

OIL & GAS TREATMENT PLANT, LUBIATOW (POLAND)

Client: Grupa Lotos SA Contract type: EPC Value: ¤111 million Contractor: Tecnimont KT

n n n n

MILD HYDROCACKING UNIT, BUSALLA (ITALY) n n n n

Client: Polish Oil & Gas Company Contract type: EP Value: ¤91 million Contractor: Tecnimont KT

SULPHUR RECOVERY UNIT, BURGAS (BULGARIA)*

Client: IPLOM Contract type: EPC Value: ¤65 million Contractor: Tecnimont KT

n n n n

Client: OOO Lukoil Neftochim Burgas AD Contract type: EPC Value: ¤52.5 million Contractor: Tecnimont KT

* Full description at page 43

SULPHUR RECOVERY COMPLEX, Milazzo (ITALY)* n n n n

Client: Raffineria di Milazzo (RAM) Contract type: EPC Value: ¤42 million Contractor: Tecnimont KT

HYDROGEN GENERATION PLANT, RIJEKA (CROATIA) n n n n

Client: Ina Industrija Nafte Contract type: EPC Value: ¤81.2 million Contractor: Tecnimont KT

Under realization projects Completed projects > 1000 ¤mn

500 to 1000 ¤mn

200 to 500 ¤mn

< 200 ¤mn

* Full description at page 43

5.1.4 OTHER ACTIVITIES - POWER

5.1.4 POWER PROJECTS

The Group designs and builds some of the most advanced power projects in Italy and abroad: simplecycle and combined-cycle gas-fired plants, clean coal-fired power stations, cogeneration, repowering, electricity distribution networks for civil and industrial use, and district heating systems.

COAL POwER PLANT – PECEM I, CEARÀ (BRAZIL) n

n n

Client: MPX Pecem Geraçao de Energia SA (MPX and EDP) Contract type: EPC Value: Approx. ¤760 million (Maire Tecnimont Group share: 74%) Contractor: Tecnimont

COAL POwER PLANT – PECEM II, CEARÀ (BRAZIL) n

Value: ¤390 million (Maire Tecnimont Group share: 74%) Contractor: Tecnimont

COAL POwER PLANT, CORONEL (CHILE) n n n

Client: ENDESA Chile Contract type: EPC Value: US$558 million (Maire Tecnimont Group share: 75%) Contractor: Tecnimont

COAL POwER PLANT, CORONEL (CHILE) n n n

Client: Colbun Electricity Company Contract type: EPC Value: US$523 million (Maire Tecnimont Group share: 75%) Contractor: Tecnimont

UNDER REALIzATION PROJECTS > 1000 ¤mn

500 to 1000 ¤mn

200 to 500 ¤mn

< 200 ¤mn

5.1.5 OTHER ACTIVITIES - INFRASTRUCTURE Maire Tecnimont plays a major role in the design and construction of transport systems, including highspeed and standard railways, urban metro systems, highways and motorways.

ETIHAD RAIL NETWORK, HABSHAN, RUWAIS, SHAH (UAE) The rail network will form a central element in the modernization of the United Arab Emirates’ goods distribution system, linking ports, population centres, sources of raw materials and industry. Etihad Rail Company PJSC is the federal company established under recent legislation to build and operate the network. The project, awarded by Etihad Rail Co. to a consortium including Tecnimont, will transport over 7 million tonnes/year of by-product sulphur, primarily from the Habshan 5 gas processing plant. Habshan 5 is a major turnkey gas development project Tecnimont is building in Abu Dhabi. The contract for the civil and track works for the first stage of the Etihad project is for the design and construction of a 266 km line linking the western region cities of Shah and Ruwais by 2014. When completed, the Etihad network will connect urban and remote communities throughout the Emirates. It will also form a vital part of the GCC railway network, linking the UAE to Saudi Arabia via Ghweifat in the west and to Oman via Al Ain in the east. The Maire Tecnimont consortium will design, build, install, test, commission and maintain the first stage of the railway network (stage 0), which consist of three segments making up the Shah-Habshan-Ruwais Line (SHR): (a) RWS: the Ruwais Branch, between a sulphur unloading terminal at Ruwais Port to Ruwais Junction on the Al Gharbia main line, including the rail lines within the Ruwais terminal facility (approx. 9 km plus track and systems); (b) GMB: the Al Gharbia main line between Ruwais Junction and Liwa Junction, including a maintenance depot and temporary operational control centre near Mirfa (approx. 110 km plus track and rail systems within the depot and passing loops); (c) SHA: the Shah Line between Liwa Junction and the sulphur loading facilities at Shah, including railway engineering within the sulphur loading terminals at Habshan and Shah (approx. 142 km plus track and rail systems within the facilities and passing loops). The consortium is contracted to provide the client with a fully functional, integrated, safe, secure, efficient, economical, reliable and maintainable, operating heavy-haul freight railway. The Etihad contract is a fast-track project, completion of which is due by the end of 2014. It concerns the provision of design, engineering, procurement, construction and testing services. The value of the project is approximately ¤670 million, of which Maire Tecnimont’s share is approx. ¤215 million.

COPENHAGEN AND FREDERIKSBERG CITYRINGEN UNDERGROUND (DENMARK) In November 2010, the CMT consortium of Tecnimont Civil Construction, Salini Costruttori and SELI was awarded a contract for the north- and southbound rings of the Copenhagen and Frederiksberg Cityringen underground system. The contract was signed by the consortium members and Metroselskabet I/S, which manages the Copenhagen underground, on 7 January 2011. The project will cost approximately ¤1.7 billion, of which Maire Tecnimont’s share is approximately ¤700 million, and is due for completion by the end of 2018. The contract calls for the executive design, management and execution of the project, as well as environmental monitoring and safety coordination during the design and construction phases. In addition to its role in the consortium, Tecnimont was chosen to design the whole project, including civil works, technology and mechanical and electrical facilities, under a separate ¤29 million contract. The civil works comprise the design and construction of two single-track tunnel tubes, each approximately 16.2 km long, together with 17 stations and four wells needed for the construction of the north and south sections. The stations are typically cut and cover box structures. They will be approximately 62 metres long by 22 metres wide, with 7-9 metres-wide platforms approximately 19 metres (for deep stations) or 13 metres (for semi-shallow) stations below ground levels. The TBM EPB excavation will be mainly through Copenhagen limestone. Tunnel depth varies between 15-35 metres and the finished tunnels will have a minimum internal diameter of 4.9 metres. Shafts will be sunk for ventilation and to control smoke in case of fire in the tunnels. The ventilation shafts will be combined with escape stairways for passengers and access facilities for rescue services. Pump sump chambers between the tunnels will provide drainage points. There are currently 16 work sites that have been assigned to CMT. Construction of the tunnel boring machines has started in Italy and Japan.

MILAN-GENOA HIGH-SPEED RAILWAY PROJECT (ITALY) Tecnimont, as part of the COCIV consortium, the general contractor, has signed a contract for the civil works of the Milan-Genoa high-speed/high-capacity railway project (Terzo Valico dei Giovi). The client is the Italian railways group Rete Ferroviaria Italiana SpA. The value of the works and of the contract assigned to COCIV is approximately ¤4.8 billion (Tecnimont share 20%). The project is divided into seven sections. Tecnimont’s section covers the Liguria and Piedmont regions, crossing twelve municipalities in the provinces of Genoa and Alessandria. The contract includes 67 km of new infrastructure, comprising 53 km of new line, including 39 km in tunnels, and 14 km of interconnections with the existing rail network. The new line will significantly increase transport links and goods capacity as well as improving railway connections between Genoa and the Upper Tyrrhenian Sea port system and northern Italy and other parts of Europe. CIPE, the Italian interministerial economic planning committee, has initially made ¤500 million available for the project. The first phase, costing ¤430 million, includes all the work for the preparation of the construction sites. This contract reinforces Maire Tecnimont’s expertise in high-speed railways, demonstrated by its previous involvement in several important projects. Maire Tecnimont was a member of the CAVET and CAVTOMI consortia responsible for the construction of two of the most important Italian lines, from Turin to Milan and from Florence to Bologna. The two consortia handled the environmental impact assessment, design, construction and environmental monitoring of the projects. 49

5.1.5 INFRASTRUCTURE PROJECTS

COPENHAGEN AND FREDERIKSBERG CITYRINGEN UNDERGROUND, (DENMARK)* n n n n

Client: Metroselskabet I/S Contract type: DB Value: ¤1.7 billion (Maire Tecnimont Group share: 40%) Contractor: Tecnimont Civil Construction

* Full description at page 49

ETIHAD RAIL NETWORK, HABSHAN, RUWAIS, SHAH (UAE)*

HOSPITAL Complex, ALBA-BRA (ITALY) n n n n

Client: Etihad Rail Company Contract type: Design, EPC and testing services share n Value: US$880 million (Maire Tecnimont Group share: US$280 million) n Contractor: Tecnimont Civil Construction

Client: ASL CN2 Contract type: EPC and Management Value: ¤140 million (Maire Tecnimont Group share 91%) Contractor: Tecnimont Civil Construction

n n

* Full description at page 48

Milan-Genoa high-speed railway proJect, (ITALY)* Client: Rete Ferroviaria Italiana (Italian railways Group) n Contract type: EPC n Value: ¤4.8 billion (COCIV consortium – Maire Tecnimont Group share: 20%) n Contractor: Tecnimont

FIUMETORTO-CEFALÙ RAILWAY PROJECT, (ITALY)

* Full description at page 49

Client: Italferr Contract type: EPC n Value: ¤318 million (Maire Tecnimont Group share: 99.99%) n Contractor: Tecnimont Civil Construction n n

Under realization projects > 1000 ¤mn

500 to 1000 ¤mn

200 to 500 ¤mn

< 200 ¤mn

5.2 TECHNOLOGY & LICENSING The Licensing and IP centre of Maire Tecnimont has a clear vision and high ambition when it comes to licensing. All projects entail customized solutions with the choice of several licensing and E&C supply models in order to meet the diverse customer requirements. The Group continues to be the global market leader in the development and licensing of patented urea technology. There are four main activities: licensing of new urea plants, revamping existing ones, supplying critical high-pressure urea equipment, and providing full life-cycle services. These services consist of feasibility studies for revamping and debottlenecking projects, equipment and plant inspections, troubleshooting and optimization of operating conditions, and plant operator training. In addition to full life-cycle services, the supply of reliable and durable equipment is integral to the success of urea production. Our expertise and experience in the design, engineering and fabrication of high-pressure equipment has led to the development, with our partner Sandvik, of Safurex® high-performance duplex steel. Safurex® equipment is now installed in many plants.

2011 MAIN PROJECTS April:

Stamicarbon signed a licence and equipment supply agreement with Hengang Huahe Coal Chemical Industry Ltd in the Peoples' Republic of China for a 1,860 tonnes/day urea plant. The plant will be built in Hegang City, Heilongjiang province, and use Stamicarbon Urea 2000Plus ® pool reactor technology, leading to minimum equipment and minimum plant height. Low oxygen intake is guaranteed by using Safurex ® stainless steel for the high-pressure synthesis section. Start-up is planned for 2014.

June:

Stamicarbon signed a revamping contract with Karnaphuli Fertilizers Co. Ltd (KAFCO), Chittagong, Bangladesh.

September: Stamicarbon signed a revamping contract with Canadian Fertilizers Ltd, Medicine Hat, Canada, to debottleneck and increase urea capacity by 1,200 tonnes/day. Start-up is scheduled for 2014. October:

Stamicarbon and Tecnimont were awarded a licensing contract for a urea pool reactor and a urea granulation plants, both with a capacity of 1,575 tonnes/day, for Egyptian Chemical & Fertilizer Industries (KIMA) in Aswan, Egypt. Start-up is planned for 2014.

The Group has over 65 years' experience in urea technology, having licensed over 250 grass-roots plants and completed more than 90 revamping projects.

October:

Stamicarbon signed a licensing and basic engineering services agreement with Pardis Petrochemical Company in Assaluye, Iran, for a 3,250 tonnes/day urea pool condenser plant and a urea granulation plant of the same capacity. Commissioning is planned for 2014.

Innovation Innovation drives performance in the fertilizer industry. The Group maintains its leading position by continuous high-quality innovation in close cooperation with research institutes, suppliers and customers. This has resulted in the development of many breakthrough innovations that have led to reduced investment and operating costs. We offer several patented technologies: Avancore®, Urea 2000Plus® Pool Reactors, Urea 2000Plus® Pool Condensers, Stamicarbon Fluid-Bed Granulation, and Safurex® duplex stainless steel.

October:

Stamicarbon signed a revamping contract with OCI Nitrogen in Geleen, The Netherlands. Start-up is planned for 2013.

Sustainability For us, doing business means creating a business environment where sustainable, environmentally friendly, and, above all, safe technologies are developed and employed. We apply the "triple-P" approach - solutions that benefit People, Planet and Profit. We develop and implement the best available technologies for urea production. This is supported by over 65 years' experience in designing urea plants, integrating conventional and new processes to produce urea of consistent quality at low cost. Our current focus is on: n increasing nitrogen uptake efficiency; n zero ammonia and dust emissions from alternative formulations of urea-based fertilizers; n minimizing carbon emissions, e.g. by using renewable raw materials in urea production; n implementable concepts for urea production in developing countries.

December: Stamicarbon signed a license and process design and services agreements with China Chengda Engineering Company and China National Plant Import & Export Corporation (COMPLANT), for a Urea 2000Plus ® pool reactor plant and a urea granulation plant for the Shahjalal fertilizer project (SFP) in Bangladesh. Both plants will have a capacity of 1,760 tonnes/day and will be located at Fenchuganj, near Sylhet. They will be operated by BCIC as representative of the Bangladesh government, but will be financed mainly by the Chinese government. Stamicarbon will deliver the process design package, training, pre-commissioning and start-up services. Start-up is planned for 2015.

Market The global urea market is growing at around 3% annually. This means that around six new plants need to be built every year. In addition to fertilizers, growth is also coming from non-food applications such as biofuels, melamine and urea-formaldehyde resins. Stringent new NOx regulations for diesel engines are being implemented around the world, leading to increased demand for urea as an agent in NOx reduction. The Group has thoroughly investigated all the requirements of this application and has designed a cost-effective, tailor-made solution for new and existing customers guaranteeing the highest quality product. 52

5.2 - TECHNOLOGY & LICENSING: MAIN PROJECTS UNDER REALIzATION Type of project

Location

Client

Contract type

Avancore urea technology

Argentina

Tierra del Fuego Energia y Quimica SA

Licensing, PDP and Equipment Supply

Urea 2000Plus ® Pool Condenser

Brazil

Petroleo Brasileiro SA (Petrobras)

Licensing, PDP and Equipment Supply

Urea 2000Plus ® Pool Reactor

Egypt

Egyptian Chemical & Fertilizer Industries – KIMA

Licensing, PDP

Granulation

Bangladesh

Bangladesh Government, BCIC

Licensing, PDP

Revamping/Debottlenecking

Slovak Republic

Duslo as, Sala

Licensing, PDP

5.2 - TECHNOLOGY & LICENSING: COMPLETED PROJECTS

Maire Tecnimont is committed to innovation and technology development. We own more than 80 patent families registered in many countries around the world, with a total of over 700 individual patents and patent applications. We continue to patent all our innovations, and the number of patents continues to grow significantly. The Maire Tecnimont Group now owns the following patented and proprietary technologies:

GROUP INTELLECTUAL PROPERTIES Technology

Licensor

No. Patents /Patent Applications

Urea technologies

Stamicarbon

690

Polymer technologies (nylon 6, nylon 6.6 and PET)

Noy Engineering

Oil & Gas

Sofregaz

Type of project

Location

Client

Contract type

Urea 2000Plus ® Pool Condenser

Iran

Ghadir Urea

Licensing, PDP

Infrastructure and power generation

Tecnimont

People’s Republic of China

Jianfeng Chemicals Co. Ltd

Licensing, PDP and Equipment Supply

Syngas and base chemical production

Tecnimont KT

The Netherlands

Yara

Licensing, PDP

Brazil

Ultrafertil

Licensing, PDP

Revamping/Debottlenecking

5.2.1 PATENTS AND TECHNOLOGIES

RESEARCH & DEVELOPMENT

Innovation remained in 2011 one of the prime areas of comparative advantage for the Group, even in mature industries where the pace of technical change is slow. Approximately two per cent of overall revenues were spent on research and development across the Group’s range of activities, either through the Maire Tecnimont Innovation Centre, or by the individual companies. R&D activities in the Group have been strengthened and its portfolio of proprietary innovative technologies increased to enhance its position as a technology provider to the refining, power, oil & gas and petrochemical industries. Group Companies have also consolidated their relationships with major Italian universities in Milan, Rome, Padua, Salerno, Messina and L’Aquila and with the University of Stuttgart in Germany. In particular, the Group has established cooperation and agreements in the field of breakthrough innovation, research and education with the Polytechnic of Milan and the University Campus Bio-Medico of Rome.

6.1 MAIRE TECNIMONT INNOVATION CENTRE Innovation is the translation of new concepts and insights into successful applications in the market. It can only be achieved through continuous interaction between identification of market opportunities and development of technical expertise. Successful innovation also requires extensive collaboration with outside bodies such as scientific and technological institutes and other commercial companies. The top management of Maire Tecnimont gives the highest priority to open innovation, which led in October 2010 to the inauguration of the Maire Tecnimont Innovation Centre (MTIC) within Stamicarbon. The MTIC’s mission is to be the technology and intellectual property centre for the Maire Tecnimont Group. It is establishing a common platform for assembling a portfolio of patents across Group companies, while leveraging and building on the Group’s existing experience and expertise. The MTIC vision is to establish open innovation as an integral part of the Maire Tecnimont Group culture, to make it part of our Companies’ DNA. Our aim is to ensure that market, technological and scientific developments are shared across the Group to create and capture value, stimulate ideas generation, and promote cross-fertilization and implementation of new business models. MTIC aims to transform the Maire Tecnimont Group to become the best-in-class for commercialization of intellectual assets and technologies. The Group spent over three times more on innovation and R&D in 2011 than in the previous year. Alliances with key customers and partnerships with major universities and independent R&D centres were established to develop leadingedge technologies. In addition, the innovation pipeline (IPL) process was rolled out across the Group, resulting in over 200 new innovation projects and more than 20 new patents in different fields. Most of these projects benefit from crossfertilization and combine Group competencies and synergies.

6.2 R&D ACTIVITIES AND PROJECTS The Group has also strengthened working relationships with other research institutes such as ENEA, the Italian agency for renewable energy, and ECN, the Dutch agency for renewable energy, in the field of advanced metallic membranes for hydrogen separation. The partnership with ENEA is aimed at introducing into the concentrated solar power (CSP) market the concept of simultaneous generation of power, water and cold in small units (capacity: 3-5 MWe), new advanced heat storage systems with integral steam generation, and hybridization of molten salt with conventional oil-based CSP, targeting higher energy efficiency and reduced costs. We are also developing with ENEA the use of CSP for chemicals production and for the replacement of existing fired heaters. In our portfolio of proprietary technologies we have identified both incremental and radical innovations. Examples of the former include the development of radar level control for urea reactors and the development of advanced new construction materials. The development of an enhanced design of the finisher reactor for the continuous polymerization of polyester, increasing single-line resin capacity, also falls into this category. Radical innovation implies the introduction of something completely different. Our new catalytic cracking process to produce hydrogen and sulphur from hydrogen sulphide, which is currently being validated, will compete against the conventional Claus process for sulphur in a quite radical way. Another example is the process for the hydrolysis of algae using a liquid ionic solution that we are testing with the University of Pisa. Other projects fall between these two categories. Our recuperative design for steam reformers may be seen as a refinement of existing reformer geometry, but its results may be more than incremental. One of the key success factors in most of our projects is the development of advanced new catalysts. One example is the catalytic partial oxidation of hydrocarbons to synthesis gas developed and tested by Eni. Along with other companies, the Group has also been developing related applications for ammonia/urea revamping and methanol units. To address these new developments, we are building a specialist group in Rome able to adapt and eventually commercialize the experimental catalytic work being carried with our external partners in the universities and non-group companies. One result of improved of knowledge-sharing between Group companies is now ready for commercialization. The Group has developed a new thermal catalytic process to treat ammonia-rich effluents from urea units, which can cut ammonia emissions at very competitive costs. This technology will shortly be introduced into our licensing portfolio. We are also working with an industrial partner on a smallsize hydrogen generator. In 2011, our commitment to developing advanced membrane reactors was reinforced through an agreement with ECN, the Dutch agency for renewable energy, and Shell to proceed to the industrial testing of this technology. We also participated in the European Commission-funded Carena project to develop new processes for the catalytic dehydrogenation of alkanes to alkenes (e.g. propane to propylene) at much lower temperatures than used in existing technology. In the E&C business, we continue to work on improvements to established businesses and technologies. In particular, Maire Tecnimont and the Polytechnic of Milan are collaborating on several projects in gas treatment and acid gas removal. More initiatives in this field are expected in the near future. The Group has presented the results of its work at several international conferences, including ICHEAP-10 in Florence, in recent years. We are also improving our competences and developing innovative solutions in the design and engineering of polyolefins (in particular polyethylene) and urea plants. We are also focusing R&D on the development of innovative engineering know-how, methodologies and solutions aimed at adding value to engineering design and thereby improving the execution of E&C projects. The introduction of the innovation pipeline (IPL) process has led to the development of two innovative concepts - Carbotube, a breakthrough technology developed by the Group, which is designed to ship carbon dioxide to offshore storage, and Hypertank, an ultra-large LNG tank developed in cooperation with Bouygues Travaux Publiques, which can be seen as a further development of the well-known GTT membrane containment system. In the power field, innovative technologies for gas turbine power plants, developed with the support of MTIC, are now in the commercialization phase. Two patents were granted in 2011 and 2012.

CORPORATE GOVERNANCE

FABRIzIO DI AMATO - CHAIRMAN OF THE BOARD OF DIRECTORS & CHIEF EXECUTIVE OFFICER

COMPANY PROFILE The governance of Maire Tecnimont SpA is based on the traditional organizational model, with a General Shareholders’ Meeting, a Board of Directors and a Board of Statutory Auditors. The Board of Directors has established two internal committees with advisory functions, the Remuneration Committee and the Internal Control Committee, in accordance with the provisions of the Corporate Governance Code. Deloitte & Touche SpA audits the corporate accounts for the fiscal years 2007-2015. Since 26 November 2007, Maire Tecnimont SpA shares have been traded on the Italian electronic stock market (Mercato Telematico Azionario, MTA) organized and managed by Borsa Italiana SpA. The corporate governance system is essentially oriented towards the creation of shareholder value in the medium and long term, conscious of the social relevance of the Company and Group activities and the underlying need to consider the interests of all stakeholders adequately.

BOARD OF DIRECTORS Maire Tecnimont SpA is administered by a Board of Directors currently made up of nine members. The Shareholders’ Meeting on 28 April 2010 appointed the Board of Directors for three financial years, until the approval of the financial statements as at 31 December 2012. Since Massimo Sebastiani and Gianni Bardazzi left their positions as Directors during the financial year 2011, the Board of Directors appointed Luigi Gubitosi and Just Jansz as Independent Directors of Maire Tecnimont SpA on 30 September 2011, until the date of the next Shareholders’ Meeting. The two appointments were subsequently confirmed by the Ordinary Shareholders’ Meeting on 26 April 2012.

BOARD OF DIRECTORS - 26 April 2012

Members

Position

Fabrizio Di Amato

Chairman & Chief Executive Officer

Stefano Fiorini

Director

Giovanni Malagò

Director

Roberto Poli

Director

Saverio Signori

Director

Giuseppe Colaiacovo

Director

Luigi Gubitosi

Director

Adolfo Guzzini

Director

Just Jansz

Director

Born 1963. A graduate in Political Science from La Sapienza University of Rome, he began his career as an entrepreneur at the age of 19 by setting up his first company with three employees and about ¤1,000 capital. He built up the Maire Tecnimont Group over three decades through a process of internal growth and acquisitions. In the first 20 years he laid the basis for the development of a mid-size civil engineering group operating in the Italian market. In 2004, he acquired Fiat Engineering (later renamed Maire Engineering), which was ten times larger than his existing interests. The Maire Group then switched to general contracting, with a specific focus on power generation and transportation infrastructure. At the end of 2005, by completing a second major acquisition, that of Tecnimont from Edison, he expanded the Group’s activities to the oil, gas and petrochemicals business, with a network of subsidiaries and branch offices operating worldwide. The Maire Tecnimont Group, in which he is also the major shareholder, was formed by combining these two major Italian engineering and contracting companies. In 2009 and 2010 two other important acquisitions have increased the technological content of the Group: Stamicarbon and Technip KTI (now Tecnimont KT). Fabrizio Di Amato plays an active role in the Italian engineering industry and promoted the concept of a unique representative body for the engineering and contracting industry through Federprogetti (the federation of Italian plant industries), of which he is the founder and President. Fabrizio Di Amato is a member of the Committee of the Federation of Italian Industry (Confindustria) and also a committee member of the industry regional organizations (Assolombarda, Milan, and Unindustria, Rome). He is also a member of the Executive Committee of the Association of Joint Stock Companies incorporated in Italy (Assonime).

STEFANO FIORINI Born in 1962, he completed a degree in Juridical Science in Camerino. He has been an employment consultant since 1988 and accountant since 1994, specializing in company restructuring and mergers and acquisitions, with significant experience in fiscal disputes and receivership. He has held the post of statutory auditor for several companies. In 2010 he was appointed Chairman Advisory Support at Maire Tecnimont.

GIOVANNI MALAGÒ Executive

Non Executive

Independent

Born in 1959, he graduated in economics and business studies. He is the Managing Director and shareholder of Sa.Mo.Car. SpA, the Ferrari and Maserati representative for Lazio, Campania, Tuscany and Sardinia. He sold the BMW and Mini car and motorcycle branch of the company to BMW AG, renting the premises owned by Sa.Mo.Car. Group. Since 2007 he has been the Italian advisor to HSBC, and since 2008, a Director of GL Investimenti. He has been a member of the Board of Directors of Tecnimont SpA since 2006. Since 2002, he has been an organizer and Director of the association Amici dell'Ospedale Bambino Gesù - ONLUS, a Director of AIL, the Italian Leukemia association, a Director of the Auditorium-Parco della Musica di Roma (since 2003) and also a Director of the Rome Music Foundation. He is also involved in sport as Chairman of the Aniene Rowing Circle since 1997. He is currently a member of the executive council of CONI, the Italian National Olympic Committee. In 2002 he was awarded the Gold Star for sporting merit. Since 2008 he has been a member of the Italian National Olympic Academy. 63

ROBERTO POLI

ADOLFO GUzzINI

Born 1938. A graduate in Economics and Commerce, he was professor of corporate finance at the Cattolica University of Milan from 1966 to 1998. He is the founder and Chairman of Poli e Associati, one of the most prominent consultancy companies in the field of mergers and acquisitions and corporate finance. He was Chairman of Rizzoli-Corriere della Sera and Publitalia. He is currently a Board Member at Ospedale San Raffaele Srl, Mondadori, Fininvest, Coesia and Perennius. He was Chairman of Eni from 2002 to 2011. In 2008 he was named a Cavaliere del Lavoro of the Italian Republic.

Born in 1941. He is a co-founder and the current Chairman of iGuzzini illuminazione and the new Chairman of Fimag, the family holding company that controls iGuzzini, F.lli Guzzini and Teuco. Appointed a Cavaliere del Lavoro and awarded an Honoris Causa Degree in International Economics, he is currently Chairman of INARCH (the National Institute of Architecture). He is a past Chairman of the Italian Design Council.

SAVERIO SIGNORI Born in 1961, he obtained a degree in economics and business studies from LUISS (Free International University of Social Studies) in Rome. A registered chartered accountant in Rome, he is the owner of Studio Signori – Chartered Accountants, with offices in Rome and Milan. He is on the roll of auditors at the Ministry of Justice and is a business technical consultant at the Civil and Criminal Court of Rome. Specializing in corporate finance, he continues to work for major national and multinational companies. He has worked in the Commission promoted by the then Ministry for Production (now the Ministry for Economic Development) to reform extraordinary administration regulations for large businesses in a state of crisis. He is also a contract lecturer in business economics at the faculty of Economics and Business Studies at LUISS.

GIUSEPPE COLAIACOVO Born in 1966, he has a degree in Economics and Banking, Executive MBA EP80. He is an official accounts auditor and a professor of economic education. He has been a Director at Snam Rete Gas, Fineco Bank SpA and MCC Mediocredito Centrale SpA (part of Unicredit Bank Group). He is currently Deputy Chairman of Colacem and Director of Financo, Colabeton and Misano World Circuit. He is Managing Director of Gold Holding, Goldlake Group and of CAT Colacem Tunisia, and Chairman of GDS-Sirci and Wavemax. He is also Vice President of Confindustria Assafrica e Mediterraneo.

LUIGI GUBITOSI Born in 1961, Luigi Gubitosi is the Country Executive for Italy and Greece and Head of Corporate & Investment Banking Italy of Bank of America Merrill Lynch. In 2005 he joined Wind Telecomunicazioni as Chief Financial Officer and was subsequently CEO from July 2007 to April 2011. Previously he was Chief Financial Officer of Fiat Group until July 2005 and before that he held several offices, including Administration Director, in the Fiat Group, which he joined in 1986. After studying Law at Naples University and Economics at the London School of Economics, Luigi Gubitosi obtained a Masters in Business Administration at INSEAD, Fontainbleau. He is a Chartered Financial Analyst.

JUST JANSz He is the founder and Managing Director of Expertise Beyond Borders BV, an independent technology management consultancy. From 2004 to 2010 he was a member of the management team of Basell, later LyondellBasell, leading its global technology business, with responsibility for process technology licensing, catalyst manufacturing, sales and marketing, technology services, corporate engineering and the identification and establishment of new ventures. From 2000 to 2003 he was Senior Vice President, Advanced Polyolefins, at Basell. From 1981 to 2000 he held various technical, commercial and managerial positions at Shell and affiliated companies.

FUNCTIONS OF THE BOARD OF DIRECTORS The Board of Directors plays a central role in the corporate organization, and drives the pursuit of the strategic goals of the Company and the Group. It also ensures that proper controls are in place to monitor progress. Apart from the powers granted to it under the law and the Articles of Association, the Board of Directors has specific competences, including, amongst other things: examination and approval of Maire Tecnimont’s and the Group’s strategic, industrial and financial plans and budgets; examination and approval of the Company and Consolidated interim and half-year Reports; assessment of the appropriateness of the general organizational, administrative and accounting structure of the Company and its strategically significant subsidiaries as drawn up by the Chief Executive Officer, with specific reference to the internal control systems and the management of conflicts of interest; evaluation of the Company’s performance, taking into particular consideration information received from the relevant bodies and comparing actual against budgeted results on a periodic basis; periodic assessment of the financial and economic performance of the Company and the Group; and definition of the Company’s and the Group’s corporate governance system and rules.

THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

INTERNAL CONTROL COMMITTEE

The Chairman of the Board of Directors also serves as the Chief Executive Officer. He is therefore the main person responsible for managing the Company. The Chairman, Fabrizio Di Amato, also controls the majority of the shares in the Company through Maire Gestioni SpA. The Board of Directors has invested the CEO with full powers of Company management, to be exercised under his sole signature, both in Italy and overseas, except for and excluding those powers and responsibilities which have been specifically reserved for the whole Board of Directors. At the same time it requires the CEO to report to the Board of Directors on activities undertaken in performance of his delegated powers on at least a quarterly basis.

The Internal Control Committee is made up solely of non-executive Directors, most of whom are also independent, including the Chairman. As at 31 December 2011 the Internal Control Committee comprised the following members: Luigi Gubitosi (Chairman), Giuseppe Colaiacovo, Adolfo Guzzini and Stefano Fiorini. The Internal Control Committee is tasked with assisting the Board in the fulfilment of its duties under the Corporate Governance Code of Listed Companies (the Code) in the matter of internal controls by, amongst other things: definition of the guidelines to be used for the internal control system so that the main risks facing the Company and its subsidiaries are properly identified and adequately measured, managed and monitored; determining the criteria of compatibility of such risks with a healthy and correct business management; regular assessment, at least on an annual basis, of the suitability, efficacy and effective operation of the internal control system; and assessing, in collaboration with the executive responsible for the drafting of the corporate accounting documents and the auditors, the proper application of accounting principles and their uniformity for the purposes of preparing the consolidated financial statements. In addition, at the request of the executive director in charge, it gives an opinion on specific aspects relating to the identification of the Company’s major risks and on the planning, implementation and management of the internal control system.

THE CHIEF OPERATING OFFICER As part of the corporate reorganization, the Board of Directors appointed Pierroberto Folgiero as the new Chief Operating Officer of the Company on 22 May 2012. He is responsible for the Engineering & Construction Business of the entire Maire Tecnimont Group.

REMUNERATION COMMITTEE The Remuneration Committee is made up solely of non-executive Directors, most of whom are also independent, including the Chairman. The Remuneration Committee is made up of four members: Giuseppe Colaiacovo (Chairman), Stefano Fiorini, Luigi Gubitosi and Adolfo Guzzini. The Remuneration Committee is tasked, amongst other things, with formulating proposals to the Board of Directors for the implementation of general policies regarding the remuneration of executive directors and other directors holding special offices and executives with strategic responsibilities; formulating proposals to the Board of Directors for the implementation of general policies regarding the remuneration of all the Group’s top managers, including short- and long-term cash and share-based incentives; submitting to the Board of Directors proposals for the remuneration of executive directors and other directors holding special offices (including share-based incentive plans) and also proposals for the determination of the performance targets correlated to the variable component of their remuneration; examining in advance the annual remuneration report that listed companies are obliged to produce, making it available to the public before the Annual Shareholders’ Meeting, and reporting to the Annual Shareholders’ Meeting on the criteria adopted in the performance of its tasks.

INTERNAL AUDIT OFFICER In order to strengthen the autonomy of the internal audit function, pursuant to article 7 of the Code, on 16 February 2012 the Board of Directors appointed Mario Ruzza as Internal Audit Officer of Maire Tecnimont SpA and the Group, reporting directly to the Board of Directors. He already heads the Group internal control systems function.

RELATED-PARTY COMMITTEE On 16 February 2012, the Board of Directors also approved the creation of the Related-Party Committee, made up of three non-executive independent Directors. The Committe is tasked with performing all the tasks attributed to it under Maire Tecnimont’s “procedure for the management of related party transactions” and in accordance with the Consob regulation 17221 of 2010. The committee members are Luigi Gubitosi (Chairman), Giuseppe Colaiacovo and Adolfo Guzzini.

BOARD OF STATUTORY AUDITORS

GIOVANNI SCAGNELLI

In accordance with the provisions of the Company’s articles of association, the Board of Statutory Auditors is made up of three Statutory Auditors and two Alternate Auditors. The Shareholders’ Meeting on 28 April 2010 appointed the following Board of Statutory Auditors for the three financial years ending with the approval of the financial statements as at 31 December 2012. No changes in its composition have been recorded to date:

Born in 1947, he graduated with a Diploma in Economics and Business Administration and has been a chartered accountant since 1974. He currently runs the Board of Directors of Lexjus Sinacta in Turin, with advisory offices throughout Italy. He is an expert in commercial law, tax consultancy, and bankruptcy and a member of the Board of Auditors and Supervision for several companies. He specializes in valuations and restructuring. He has performed expert evaluations in M&A in the automotive market and collaborates with the Civil and Criminal Court of Turin.

STATUTORY BOARD OF AUDITORS - 31 DECEMBER 2011

ANDREA BONELLI

Members

Position

Giorgio Loli

Chairman

Andrea Marrocco

Statutory Auditor

Giovanni Scagnelli

Statutory Auditor

Andrea Bonelli

Alternate Auditor

Luca Longobardi

Alternate Auditor

GIORGIO LOLI Born in 1939. A graduate in Business Administration in Bologna, he is a Certified Public Accountant specializing in corporate governance, auditing and accounting. He has been Managing Partner of KPMG SpA, Chairman of the International Monetary Fund External Audit Committee and Chairman of the Unicredit SpA Board of Statutory Auditors. He is Chairman of the Board of Statutory Auditors of Coesia SpA and GD SpA. He is also active in various cultural and educational associations.

Born in 1967, he has an Economics and Business degree from La Sapienza University of Rome. In 1996 he was admitted to the Roll of Certified Chartered Accountants of Rome and the Roll of Auditors maintained by the Ministry of Justice. He has a Master’s degree in Company Tax Law and a Master’s degree in International Accounting Standards at the LUISS Guido Carli University of Rome. He teaches university courses and seminars and is a member of the Academic Board of the Accademia Romana di Ragioneria and collaborates with the Istituto per il Governo Societario. He has written many articles in newspapers and magazines on the subject of corporate and bankruptcy law, accounting and budgeting. He has major experience in audit, accounting systems and business management consulting.

LUCA LONGOBARDI Born in 1976, he graduated in Economics at LUISS Guido Carli in Rome. He also attended postgraduate courses on tax at the university in 2006 and was awarded an Executive Masters in IAS/IFRS at LUISS Business School in 2009. He was admitted to the Association of Chartered Accountants in 2006. He specializes in corporate tax, VAT and business restructuring. He collaborates with Maisto e Associati, a tax law firm in Milan, and also lectures at LUISS for the course leading to the degree of Master of Tax.

ANDREA MARROCCO Born in 1966, he graduated in Economics and Commerce. An auditor and chartered accountant since 1999, he has held the position of statutory auditor for several companies. He specializes in company restructuring and M&A, and has significant experience in fiscal disputes and receivership. In 2009 he was awarded a Master’s degree in IAS/IFRS. 68

ORGANIzATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE NO. 231/2001 On 28 June 2007, the Company approved and adopted the Organizational and Management Model drawn up pursuant to and for the intents and purposes of Legislative Decree No. 231/2001, of which the Code of Ethics is deemed to form an integral and significant part. The Supervisory Body in charge of overseeing the functioning of, compliance with and updating of the Model is made up of Umberto Tracanella (Chairman), Luciana Rovelli and Mario Ruzza.

EXECUTIVE IN CHARGE OF PREPARING THE COMPANY’S FINANCIAL ACCOUNTS Pursuant to article 154-bis of the Italian Consolidated Finance Act (TUF) and in compliance with the appointment procedures contemplated in Article 23 of the Articles of Association, the Board of Directors appointed Marco Andreasi, Chief Financial Officer of Maire Tecnimont, to replace Massimo Sebastiani, as Executive in Charge of the preparation of the company accounts on 1 October 2011.

SENIOR COMPANY MANAGEMENT PROFILES PIERROBERTO FOLGIERO - CHIEF OPERATING OFFICER Born in 1972, he graduated in Economics in 1995. A chartered accountant since 1996, he attended the Executive Education Programme in General Management at INSEAD in 2003. He started his career in administration, finance and control at Agip Petroli, joined Ernst & Young as experienced assistant, and then worked for PricewaterhouseCoopers as Corporate Finance Manager. In 2000 he joined Wind Telecomunicazioni, holding positions in administration, finance and control, and in 2006 became Corporate Development Director. In June 2008 he joined Tirrenia di Navigazione as CFO and General Manager to participate in the privatization of the state-owned company. He joined the Maire Tecnimont Group in September 2010 as Chief Financial Officer of Tecnimont KT. He was CFO of Tecnimont Civil Construction from April 2011 to May 2012 and also became Managing Director of Tecnimont KT in June 2011, a position that he still occupies. He has been a member of the Tecnimont Board of Directors from April 2012. He took up his current position as Managing Director of Tecnimont in May 2012.

ROBERTO BERTOCCO - BUSINESS DEVELOPMENT PRESIDENT

INVESTOR RELATOR On 6 December 2011 Maire Tecnimont SpA appointed Cristina Girelli as the new Investor Relator. Reporting to the Chief Financial Officer, Marco Andreasi, she is part of the new organization of the Group and will contribute to strengthening its relationship with the financial community.

CRISTINA GIRELLI Born in 1969, she graduated in Economics and Commerce. She started her career as member of the Gruppo Team extraordinary transactions at Gruppo Olivetti – zincocelere. She has been Administrative Manager at Gruppo Megam Costruzioni. In 2004 she joined the IPO Team of Parmalat, where subsequently she held the position of Head of Investor Relations until she joined Maire Tecnimont Group. She is a Chartered Accountant and Auditor.

Born in 1962, he graduated in Electrical Engineering in 1988 and joined Tecnimont in the Project Management and Construction Department in 1990. After various management positions in Italy and abroad, he was appointed Head of the Construction Department in 2000 and then Managing Director of Tecnimont ICB in India from 2005 until 2008. Returning to the Milan headquarters, he became Commercial Vice President of Tecnimont in 2008 and then Managing Director of Tecnimont in 2010. He became Business Development President of the Maire Tecnimont Group and Chairman of Tecnimont and Tecnimont KT in May 2012. He is also a member of the Tecnimont ICB Board.

PEJMAN DJAVDAN - TECHNOLOGY PRESIDENT Born in 1964, he holds a Master’s degree in Engineering (with Honours) from Delft University of Technology in The Netherlands and various other degrees in Advanced Industrial Marketing, Strategic Management, Executive Leadership and Chemical Engineering. From 1989 to 2002 he held different positions in research, engineering, supply chain management, marketing and sales, and general management at DSM. He joined Stamicarbon in 2002 as Licensing Manager and was promoted to the positions of Vice President in 2004 and Managing Director in 2005. He is currently President of the Technology Business Group of Maire Tecnimont and Chief Executive Officer of Stamicarbon. He is also the Chairman of the Board of Noy Engineering and Chairman of the Steering Committee of the Maire Tecnimont Innovation Centre.

MARCO ANDREASI - CHIEF FINANCIAL OFFICER

MARIO RUzzA - SENIOR VICE PRESIDENT, INTERNAL CONTROL SYSTEMS

Born in 1960, he graduated in Business Administration in 1985. His career started at Costruzioni Aeronautiche Giovanni Agusta as a functional analyst in Control. From September 1988 to June 1994 he worked at Andersen Consulting as a consultant in financial practice. From July 1994 to August 1999 he was at Kraft Jacobs Suchard as Finance Project Manager, Group Accounting Manager and Group Controller. From September 1999 to April 2002 he was Chief Financial Officer of Pirelli Cavi e Sistemi Italia and of Pirelli Cavi e Sistemi Energia. From May 2002 to October 2007 he was Director of Central Administration, Planning, Control and General Affairs of Techint SpA. He was Chief Financial Officer of Edison SpA from November 2007 to September 2011. In October 2011 he joined the Maire Tecnimont Group in his present position. At the same time he was appointed Chairman and, one month later, Managing Director of Met Newen. He is a member of the Boards of Directors of Tecnimont, Tecnimont KT and Tecnimont Civil Construction.

Born 1954. A graduate in Civil Engineering, he started his career as a structural engineer at Impresit and worked on large hydroelectric projects at Impregilo. From March 2000 to September 2004 he was Head of Procurement and subsequently also responsible for technical activities at Maire Engineering. In 2005 he was appointed Senior Vice President of Internal Auditing at Maire Tecnimont Group and, in January 2007, became the Groupâ&#x20AC;&#x2122;s Senior Vice President, Procurement. He was Senior Vice President, Corporate Initiatives of Maire Tecnimont from January 2010 to January 2012. He was Managing Director of Met Development (now Tecnimont Civil Construction) from February to September 2010 and has been Chairman of MST (Manutenzione e Servizi Tecnici) from January 2009. He is a member of the Boards of Directors of eight other companies of the Maire Tecnimont Group. He was appointed a member of the Supervisory Board of Stamicarbon in October 2010 and a member of the Supervisory Body of Maire Tecnimont in February 2011. He is a member of the Supervisory Bodies of Tecnimont, Tecnimont KT and Tecnimont Civil Construction.

GIANNI BARDAzzI - SENIOR VICE PRESIDENT, STRATEGIC MARKETING & COMMUNICATION Born in 1965, he graduated in Architecture in 1990 from the University of Florence and obtained a PhD in 1998 from the Universities of Florence and Chalmers, Sweden. In his early career, he was a consultant on numerous site management projects for ICIET-SIME and ITT Sheraton. In 1997 he joined the Maire Group, where he subsequently held several important positions. He has been member of the Board of Directors of Tecnimont since October 2005 and of Tecnimont Civil Construction (formerly known as Met Development) since 2010. He was CEO of the latter company for three years. He has been Senior Vice President Strategic Marketing and Special Initiatives of Maire Tecnimont since October 2005; the office was renamed Strategic Marketing and Communication in May 2012. He was Chairman of Tecnimont KT from July 2010 to May 2012 and has been Chairman of Tecnimont ICB Pvt Ltd since July 2010. He was appointed Chairman of the Supervisory Board of Stamicarbon BV in November 2011 and Chairman of Tecnimont Russia OOO in April 2012.

MARIO COLOMBO - GROUP GENERAL COUNSEL Born in 1969, he graduated in law with distinction at the University of Milan in 1994. He started his career at a law firm in Milan. Having qualified as a solicitor in Italy, he joined the legal department of Eni SpA, Agip Division, where he was principally involved in international transactions, including a secondment in the UK. In 1998 he joined the legal department of IBM EMEA (region South) in Milan. In 2000 he joined Edison SpA as a Senior Legal Advisor. In 2002 he was appointed General Counsel of Edipower SpA, the second largest Italian electricity producer, which had been acquired by Edison and other partners. In 2008 he became General Counsel for Italy at ABB SpA. He joined the Maire Tecnimont Group in January 2012. As Group General Counsel, he is responsible for the Legal and Contracts Department.

FRANCO GHIRINGHELLI - SENIOR VICE PRESIDENT, HUMAN RESOURCES, ORGANIZATION AND ICT Born in 1966, he graduated in Business Administration in 1991 and joined Human Resources management at the Saipem Group, where he reached the position of Development and Organization Manager. In 2002 he took charge of the acquisition of Bouygues Offshore. In 2003 he left Saipem to become Senior Vice President HR, Organization and ICT at Impregilo. He joined the Maire Tecnimont Group in his current position in November 2005 and was also Vice President HR and ICT of Tecnimont until February 2011. Since April 2008 he has been Chairman and CEO of Sofregaz and, from October 2009 to November 2011, Chairman of the Supervisory Board of Stamicarbon BV. He is a member of the Board of Directors of Tecnimont Civil Construction, Tecnimont KT and E&D TICB Pvt Ltd. (the latter company until January 2012 when it was incorporated into Tecnimont ICB). He was Chairman of Tecnimont from September 2011 to May 2012.

SUSTAINABILITY

8.1 HSE AND QUALITY SYSTEM A proactive corporate vision and continued excellence in HSE performance were the keynotes of the Group’s Health, Safety and Environmental Management System as implemented throughout the Company’s business operations in 2011. This approach attests to the Group’s focus on the key strategic issues of the Maire Tecnimont business ethic and the priority to safeguard the health of its employees and subcontractors, to ensure the safety of its operations, and to protect and preserve the environment. The HSE Management System is embedded at all the Group’s permanent workplaces and construction sites. In 2011 further resources were dedicated to diffusing, reinforcing and verifying the system’s implementation and operation, to improving its performance, and to guiding staff to adopt the principles of the HSE Policy and pursue its objectives. The HSE Management System is also in operation at all the Group’s subsidiaries. Maire Tecnimont’s safety performance again outperformed benchmarks and the accepted national and international standards. In particular, we would highlight the excellent safety record of the foreign construction sites, where the Group carries out most of its activities. The 2011 data is summarised in the following table, expressed as: a) LTIF: Lost-Time Injury Frequency; b) TRIR: Total Recordable Incident Rate. Both these indicators are computed and monitored according to US Occupational Safety and Health Administration (OSHA) regulations, reflecting accepted international practices, and are compared with the averages for the international Oil & Gas and Industrial Construction sectors.

GROUP SAFETY PERFORMANCE 2011 2011 Safety Indicators (based on approx. 93.5 million foreign site hours)

International Comparison

KPI*

Maire Tecnimont

Oil & Gas Producers, Contractor Data **

Construction Industries Institute (CII) ***

LTIF (OSHA Lost-Time Injury Frequency)

0.006

0.09

0.11

TRIR (OSHA Total Recordable Incident Rate)

0.12

0.38

0.58

* KPI – Key Performance Indicator ** Source: International Association of Oil & Gas Producers - Report No 2011s, May 2012. Safety Performance indicators – 2011 data. Contractor aggregated data. *** Source: CII – Benchmarking & Metrics. Safety Report 2007. Aggregated data 2006 (BMM 2007 02 December 2007).

Outstanding HSE performances, measured as man-hours worked without LTIs, were recorded by the following projects: Borouge 3, UAE (10 million hours); Habshan 5, UAE (24 million hours); PDH Tobolsk, Russia (6 million hours); Pecem I & II, Brazil (25 million hours); CT Santa Maria, Puerto Coronel, Chile (10 million hours); Bocamina 2, Puerto Coronel, Chile (14 million hours). The proactive design of the HSE Management System enables the Group to implement, control and monitor applicable or required preventive and corrective actions, whilst also ensuring cultural sensitivity to the customs and traditions of local participants in the improvement process. It also ensures that the Group’s established operations are able to adapt to changing conditions. Regular HSE monitoring of subcontractors is an essential part of the System, which assigns roles and responsibilities to all Group personnel involved. The HSE Department has introduced specific updates to incorporate the lessons learned from project development, internal verification, and the best practices ensuing from cooperation with business associations, universities, national and international authorities, and certification bodies. The Group continues its efforts to enhance HSE awareness and knowledge at all its permanent offices and temporary sites, paying special attention to key roles and responsibilities. The HSE Management System is also designed to enhance the awareness of local experience and knowledge in order to promote Maire Tecnimont's open-minded business culture. We reiterate our commitment to build on the Group’s HSE performance, refine the criteria for HSE monitoring, update risk and impact analyses and action plans, standardize further procedures across all our sites, and increase our specialized resources dedicated to auditing the HSE performance of the Group’s offices and construction sites. Maire Tecnimont Quality System Maire Tecnimont has implemented a tailored Quality Management System (QMS) in accordance with the ISO 9001 standard since 1995. The general objectives of the QMS, as stated in the Group’s Quality Policy, are: understanding and meeting customer needs; fulfilment of contract obligations and meeting technical/economic requirements; compliance with standards and codes in force in the country of destination; and continuous improvement in quality performance. The relevant certification, upgraded to ISO 9001:2008 during 2009, was reconfirmed by Det Norske Veritas (DNV) after a series of audits at several Group offices and construction sites in 2011. The certification covers a full range of services (e.g. from basic studies to turnkey projects) for all Group companies and business lines. Basic references of the Maire Tecnimont Group’s QMS documentation are the Code of Ethics, revised in 2011 and available on the Maire Tecnimont website, and the Organizational/Management Models (according to Italian Legislative Decree No. 231/2001). The documentation consists of the Quality Manual and Quality Policy, Organizational Procedures and Work Instructions. All these documents are communicated to Company personnel through the corporate intranet, with dedicated information and training for new recruits. All employees participate in achieving QMS objectives by implementing the prescribed procedures and instructions, resulting in efficient document control, supervision of equipment suppliers, construction monitoring and handover activities. The QHSE Vice President is appointed by the Group’s top management to manage the QMS. In 2011 the following main activities were carried out and their results discussed and analysed by top management during management reviews: nearly 50 audits of Company functions, performed by qualified internal auditors; more than 200 project discipline audits, including 35 audits at construction sites; 10 customer satisfaction interviews to identify clients’ perception of Maire Tecnimont’s services; and more than 60 lessons-learned reviews, recorded and partly approved for implementation. Actions defined during the management reviews included revision of procedures and work instructions (51 were revised during 2011), improvement plans (for example, in procurement), and confirmation or enhancement of objectives.

Social Accountability In accordance with its Code of Ethics, already well established in its business culture, Maire Tecnimont launched in 2011 a programme to implement, manage and certificate the Social Accountability management system. Under the system, Maire Tecnimont undertakes to fulfil its social obligation to provide a fair and humane working environment for each individual employee and for employees as a whole. The Social Accountability system is an integrated part of our overall business and is an essential element of management responsibility. The system is based on the SA 8000 international reference standard, the Universal Declaration of Human Rights, and ONU/ILO declarations and conventions. It includes amongst its main objectives the assessment of the ethics and respect for workers’ rights within Group companies and the diffusion of the same principles among vendors and subcontractors on which Maire Tecnimont may have influence as a result of their involvement in its projects. Wherever control or influence exists, the Company will make a concentrated effort to improve the implementation of the Social Accountability management system through the periodic verification of specific results. This will allow every stakeholder the possibility of interacting with the system and contributing to its ongoing improvement.

8.2 HUMAN RESOURCES MANAGEMENT A number of professional and specialized training initiatives were promoted and implemented by Maire Tecnimont in 2011, with the aim of strengthening and augmenting the knowledge and skills considered determining factors in the growth of both the Group and its human capital. Particularly important are our training initiatives to promote the diffusion and development of professional abilities and managerial approaches needed in project management. Indeed, the Company continued to involve some of its managers in the Train the Trainers project, a practical knowledge-sharing process designed to qualify them as instructors in the project management courses currently taught by external consultants. The project has a dual aim: to internalize the relative skills and know-how and to spread this expertise throughout the Group to increase its overall knowledge base. In close collaboration with ANIMP, the Group continued to implement IPMA (International Project Management Association) certification activities, the object of which is to enhance the international recognition and potential use of this expertise for the benefit of the Group’s clients, suppliers and partners. Maire Tecnimont continued to hold Group induction courses for new graduates to facilitate their entry into the corporate environment and to familiarize them with the main aspects of the Group’s business and its core markets. In addition, we organized seminars to analyse and study multicultural aspects in the workplace in view of the varied ethnic and cultural backgrounds of the Group’s personnel. Of special interest is the initiative launched with a leading Italian university dedicated to economic and financial themes designed to optimize the level of integration with and between the Group’s foreign companies, thus providing an important platform for team-building and the useful exchange of ideas. In line with the Organization and Management Model defined by Legislative Decree No. 231/2001, Maire Tecnimont teamed traditional class-room with e-learning methods, attaining excellent results in terms of both the attendance rate and course learning. Finally, following on from earlier programmes, the Group organized a number of language and technicalspecialization courses, together with educational initiatives on the themes of Quality, Health, Safety and the Environment. 67 78

8.3 MAIRE TECNIMONT AND "SAVE THE CHILDREN" At the beginning of 2010 Maire Tecnimont decided to support a challenging and motivating project alongside the charity Save the Children by financing an important educational initiative in India. Aware that education is one of the main drivers in the development of a country, the Group invested in a long-term project aimed at improving the school environment and the teaching-learning process in some Indian primary schools. In view of the initial positive outcomes and feedback, Maire Tecnimont has decided to increase its commitment by continuing the cooperation with Save the Children, the largest independent charity helping children in need around the world. In June 2011 the Group decided to expand the activities already under way in several Indian primary schools in Greater Mumbai, by extending the project to 13 other schools in the area. The new project, which will last until June 2013, involves 26 schools, nearly 5,000 pupils aged 6-14 years, and 100 teachers, not to mention other stakeholders such as parents, local authorities, NGO partners, and parental associations. Starting from the same approach employed in the first phase, the enlarged project aims to improve on the work already done to create a more child-friendly environment, and thereby reduce the drop-out rate and increase literacy in Indian primary schools. The second project, like the first, will employ a BLES (Building Learning Environment in Schools) strategy. This uses structures and facilities already present in schools as tools to make the learning process easier for both children and teachers, moving from “chalk and talk” to a more engaging and child-centered approach and adapting schooling facilities to the learning needs of the youngest children. The schools themselves become dynamic tools to visualize abstract concepts and make them more understandable: the stairs become a unit of calculation, the radiuses of door openings are transformed into diagrams of angles, and the window grills make it easier to understand fractions, the whole building featuring a cheerful atmosphere of bright patterns and vibrant colours. The new project will operate on the same assumptions as the first, but improve and widen them to generate more awareness and engagement from local stakeholders. In the next few months, seven learning resource centres will be created and equipped with libraries and teaching and learning aids. In addition, 26 children’s groups will be involved in capacity building activities on child protection issues (gender discrimination, sexual abuse, right to education), and parents and teachers will be more and more involved in the coordination, monitoring and evaluation phases of the project. Essential features of the new project will be improving school buildings and facilities, training teachers in their use, and educating children on the subjects of children’s rights, the benefits of schooling, and gender sensitivity. It will also aim to increase awareness of the project, its objectives and results amongst parents and other stakeholders, in the belief that the self-sustainability of the project is primal and can be achieved not only by improving tangible facilities, such as school buildings, but also by providing the intangible tools to manage them. The encouraging results obtained in 2011 and the challenging outcomes expected in the future make Maire Tecnimont Group proud to have chosen to support education, social commitment and child protection by cooperating with Save the Children.

68 79

SHAREHOLDER NOTEBOOK

MAIN SHAREHOLDERS

MAIRE TECNIMONT SHARE PERFORMANCE 2011

Maire Gestioni SpA (F. Di Amato - Chairman & CEO)

63.18%

GL Investimenti Srl

2.17%

Other institutional and retail investors

34.65%

Price ¤

Source: Consob, Company Data, as of 31 March 2012

GEOGRAPHICAL DISTRIBUTION OF FREE FLOAT*

Maire Tecnimont

Ftse Italia Mid Cap Index

Bloomberg EMEA Oil & Gas Services Index

The market capitalisation of Maire Tecnimont as of 30 December 2011 was ¤319.7 million based on the share price of ¤0.9915. The free float amounted to 34.5% of the total share capital.

The price of Maire Tecnimont shares fell sharply in 2011 compared with the previous year. At 30 December 2011 the Company’s share price was ¤0.9915, down 69.88% on the 31 December 2010 level (¤3.2925). After the publication of the first-quarter results on 12 May 2011, the share price plummeted 33% the following day and continued to drop subsequently. The downtrend continued until the beginning of October, when the price reached a trough of ¤0.5595. Thereafter, thanks to the positive news flow (the award of contracts for the Abu Dhabi rail network, Egyptian fertilizer complex and Italian high-speed rail project) and the ongoing Group reorganization, the share price recovered to ¤1 at the beginning of November, where it remained, except for slight fluctuations, until the end of the year. The daily average trading volume in 2011 was 3,455,012 shares with an average unit price of ¤1.7661.

24%

Italy

16%

Others

France

Belgium

10%

22%

USA

10%

Denmark

10%

Luxemburg

* The percentages are calculated on a free float of 118,750,000 shares. All figures are rounded, ensuring total sum to 100%. Source: Servizio Titoli

DIVIDEND The Shareholders’ Meeting on 27 April 2011 decided to pay a dividend of ¤0.058 per share, a total of ¤18.7 million, from profit and part of the reserves for the year 2010. This corresponds to a pay-out ratio of 30% of consolidated results. The dividend coupon was dated 16 May 2011 and payments started on 19 May 2011.

CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEET Euro '000

INCOME STATEMENT Euro '000

2011

2010

2009

Revenues

2,608,477

2,488,864

2,152,973

37,847

46,993

26,601

2,646,324

2,535,857

2,179,574

Other operating revenues Total Revenues Raw materials and consumables

(1,081,371)

(1,004,768)

(503,517)

(1,428,400)

(1,050,397)

(1,234,757)

Personnel

(296,541)

(250,732)

(249,161)

Other operating expenses

(145,065)

(96,822)

(58,869)

Total Costs

(2,951,377)

(2,402,719)

(2,046,304)

EBITDA

(305,053)

133,138

133,270

(27,209)

(27,289)

(17,122)

(434)

(575)

(2,104)

(6,019)

(1,263)

(338,715)

104,011

114,044

Financial income

8,470

7,402

7,067

Financial charges

(24,889)

(17,564)

(10,647)

(335)

2,131

232

(355,469)

95,980

110,696

9,199

(32,184)

(31,530)

(346,270)

63,796

79,166

(296,376)

61,963

76,874

(49,894)

1,833

2,292

Services

Amortization and depreciation Devaluation of payables and cash Provisions to the funds for risks and charges EBIT

Gain/(Charges) on investments Pre-tax profit Taxes Profit (Loss) after tax Attributable to: Group Minority interests Data per share: Net Income per share

Number of shares outstanding (thousands) Number of treasury shares

(*) Calculated net of treasury stock

(0.92)

0.19

0.24(*)

322,500

5,008,500

Property, plant and equipment Goodwill Other intangible assets Investments in affiliates Derivatives Other non-current financial assets Other non-current assets Deferred tax assets Total non-current assets

2011

2010

2009

52,441 301,754 31,740 5,955 440 12,926 65,271 89,078 559,605

64,335 301,754 44,393 9,837 7,093 12,877 106,040 44,265 590,594

49,064 275,403 38,828 3,063 0 11,957 83,626 29,584 491,525

364,182 427,347 460,077 173,375 10,156 36,199 87,722 550,104 2,109,162

347,223 461,431 592,822 131,966 14,180 47,279 107,353 563,381 2,265,635

205,563 477,146 421,914 92,239 2,336 10,729 107,676 464,629 1,782,231

3,741

Total Assets

2,668,767

2,856,229

2,277,497

Share capital Share premium account Other reserves Foreign currency translation reserve Valuation reserve/Cash flow hedge Total capital and reserves Retained earnings Profit/(Loss) for the year Group Shareholders' Equity Minority interests

16,125 83,045 71,842 0 (8,862) 162,150 223,652 (296,376) 89,426 (42,773)

16,125 83,045 79,014 0 (1,508) 176,676 187,125 61,963 425,765 6,156

16,125 83,045 43,785 0 (6,913) 136,042 143,244 76,874 356,160 4,403

Total Shareholders' Equity

46,653

431,921

360,563

Long-term debt Provisions for risks and charges Deferred tax liabilities Provisions for employees' retirement benefits Other non-current liabilities Derivatives Other financial liabilities

119,218 28,861 14,107 17,573 11,822 12,270 5,841

158,233 14,064 23,858 21,146 19,617 7,944 6,811

134,871 22,978 16,449 27,854 37,696 0 5,047

209,692

251,673

244,894

468,861 0 67,211 14,076 0 481,259 243,296 1,082,878 54,841 2,412,422

232,914 2,557 63,673 22,881 0 553,835 362,069 873,221 61,485 2,172,635

68,609 13,998 48,293 12,325 0 346,659 599,496 530,676 51,984 1,672,040

2,668,767

2,856,229

2,277,497

Inventory Construction contracts Trade receivables Current tax assets Derivatives Other current financial assets Other current assets Cash and cash equivalents Total current assets Non-current assets classified as held for sale

Total non-current liabilities Short-term debt Provisions for risks and charges Tax payables Derivatives Other current financial liabilities Advances from customers Construction contracts Trade payables Other current liabilities Total current liabilities Liabilities directly related to non-current assets classified as held for sale Total Equity and Liabilities

LIST OF ABBREVIATIONS

CASH FLOW STATEMENT Euro '000

2011

Cash and cash equivalents at the beginning of the period (A) Net Income

2010

2009

563,381 (346,270)

464,629 63,796

531,412 79,166

16,118 11,090 6,452 335 16,419 (9,199) 2,141 (16,959) 132,745 34,084 (38,911) 71,049 0 137,081 (118,773) 2,215 (83,235)

19,865 7,425 1,838 (2,131) 10,162 32,184 82 (141,260) (110,877) 25,581 111 (13,521) 0 489,581 (332,797) (34,426) (78,015)

10,708 6,414 2,104 139 3,210 31,530 223 (35,940) 59,209 11,770 (949) 17,072 (20,657) (442,902) 355,144 3,224 (53,048)

(183,618)

(62,401)

26,417

(Investment)/Disposal in non-current tangible assets (Investment)/Disposal in intangible assets Change in goodwill Investments in associated companies Increase/(Decrease) in other investment assets (Investment)/Disposal in subsidiaries - net of cash

(1,337) (3,465) 0 2,490 (76) 0

(1,951) (3,164) (1,077) 537 8,305 (34,189)

(9,391) (26,366) (2,184) (129) (2,979) 0

Cash Flow from investing activities (C)

(2,388)

(31,539)

(41,049)

Increase/(Decrease) in bank overdrafts Change in financial debt (Increase)/Decrease in stocks/bonds Change in other financial assets/liabilities Increase in share capital Increase in share premium account Other reserves Dividend payments

130,991 49,522 19,916 (8,995) 0 (18,705)

44,342 129,998 48,179 (20,522) 12,919 (22,224)

(6,278) (779) 972 3,122 (14,264) (34,924)

Cash Flow from financing activities (D)

1 72,729

192,692

(52,151)

Total Increase/(Decrease) in cash and cash equivalents (B + C + D)

(13,277)

98,752

(66,783)

Cash and cash equivalents at the end of the period (A + B + C + D)

550,104

563,381

464,629

Adjusted for: Amortization of intangible assets Depreciation of tangible assets Provisions for risk and charges Writedowns Financial (income)/charges Corporate income taxes (Gain)/loss on disposal of assets (Increase)/Decrease in inventory (Increase)/Decrease in trade receivables (Increase)/Decrease in construction contract assets Increase/(Decrease) in other liabilities (Increase)/Decrease in other assets Increase/(Decrease) in deferred tax liabilities Increase/(Decrease) in trade payables Increase/(Decrease) in construction contract liabilities Increase/(Decrease) in provisions for risks and charges (including retirement benefit provisions) Income tax paid Cash Flow from operating activities (B)

CFO: chief financial officer CPO: catalytic partial oxidation CSP: concentrated solar power DB: design and building E&C: engineering and construction E&I: electrical and instrumentation EBITDA: earnings before interest, tax, depreciation and amortization EP: engineering, procurement EPB: earth pressure balance EPC: engineering, procurement and construction EPCC: engineering, procurement, construction and commissioning EPCM: engineering, procurement and management of construction EPSCC: engineering, procurement, supply, construction and commissioning FEED: front-end engineering design GTCC: gas turbine combined cycle GWhe/year: Gigawatt hours per year HD/LLDPE: high/linear low density polyethylene HDPE: high density polyethylene HSE: health, safety and the environment IGD: integrated gas development ILO: International Labour Organization Jv: joint venture KPI: key performance indicator LCBR: low cis-butadiene rubber LDPE: low-density polyethylene LLDPE: linear low-density polyethylene LNG: liquefied natural gas LPG: liquefied petroleum gas LSTK: lump-sum turnkey LTI: lost-time injury Mmscfd: million standard cubic feet per day MTA: Mercato Telematico Azionario (Italian electronic stock market) NGL: natural gas liquids 3 Nm /hour: normal cubic metres per hour O&M: operation and maintenance OSHA: the US Occupational Safety and Health Administration PDH: propane dehydrogenation PDP: process design package PE: polyethylene PET: polyethylene terephthalate PP: polypropylene PTA: purified terephthalic acid QMS: quality management system SCT: short contact time SRU: sulphur recovery unit TBM: tunnel boring machines TOCC: temporary operation centre TRIR: total recordable incident rate

SUBSIDIARIES, BRANCHES AND REPRESENTATIVE OFFICES ALBANIA Tecnimont Branch Office Bulevardi Dëshmorët e Kombit, Twin Towers, Tower 1, kati 10, Tirana BRAZIL Tecnimont do Brasil Construção e Administração de Projetos Ltda Av. Paulista 1106, 4°p. São Paulo, SP P +55 11 21753900 F +55 11 21753952 CHILE Tecnimont Chile Ltda Avda. Vitacura, 5250 Of. 208 CP 7630225 Santiago de Chile P +56 2 8992800 F + 56 2 3713626 CROATIA Tecnimont KT Branch Office c/o TMF Croatia d.o.o Podru�nica Zagreb Radni�cka cesta 80 10000 Zagreb P +385 1 4802050 F +385 1 4802051 DENMARK Tecnimont Civil Construction Denmark ApS c/o Advokatfirmaet Stakemann Kronprinsessegade, 18 1306 København K EGYPT Tecnimont KT Branch Office 14 Geziret El Arab Street Mohandseen, Giza Cairo P +20 22 2909549 F +20 22 909553 FRANCE Sofregaz SA 4, Allée de Seine 93200 Saint Denis P +33 1 80603000 F +33 1 80603212 contact@sofregaz.fr

GERMANY TPI - Tecnimont Planung und Industrieanlagenbau GmbH Eisenhüttenstraße 99 38239 Salzgitter P +49 5341 214564 F +49 5341 214326 info@tpi-gmbh.com INDIA Tecnimont ICB Pvt Ltd. Bldg. No. 2, Plot No. 504 Chincholi Bunder Link Road, Malad (West) Mumbai 400064 P +91 22 66945555 F +91 22 66945599 info@ticb.com Tecnimont ICB Branch Office Ashoka Hotel Room No. 201-202, 50 B Chanakyapury New Delhi 110 021 P +91 11 241023338 ITALY Maire Tecnimont Headquarters info@mairetecnimont.it Viale Castello della Magliana, 75 00148 Roma P +39 06 602161 F +39 06 65793002 Via Gaetano de Castillia, 6A 20124 Milano P +39 02 63131 F +39 02 63139052 Viale Monte Grappa, 3 20124 Milano P +39 02 63131 F +39 02 63139052 KINGDOM OF SAUDI ARABIA Tecnimont Arabia Ltd. 16/F Al Hugayet Tower P.O. Box 30924 Al Khobar 31952 P +966 3 8496300/400/800 info@tecnimontarabia.com.sa

Al Mukmal Plaza 5th floor - Office no. 51B Palestine Street P.O. Box 23448 Jeddah 21426 P +966 2 6686112 F +966 2 6672110 KUWAIT Tecnimont Branch Office c/o KPPC Aromatics plant project office (Equate gate) Shuaiba Industrial Area P +965 23262138 F +965 23263668 LIBYAN GSPLAJ Tecnimont Branch Office Abdurrahman Dekheel Street El-Andolus (Gargaresh) P.O. Box 955 Tripoli LUXEMBOURG IMM.LUX.Sa 65, Boulevard Grande-Duchesse Charlotte L-1331 P +352 26449616 F +352 26383510 MALTA TSJ Limited The Parklane Building Penthouse Level Triq Joe Sciberras Hamrun HMR 1556 P +356 21239480 MEXICO Tecnimont Mexico SA de CV Montes Urales 415-3A Lomas de Chapultepec NIGERIA Tecnimont Nigeria Ltd. 57 b, Lobito Crescent Wuse 2, Abuja P +234 9 4612456 F +234 9 4612456 techninigeria@yahoo.com

PEOPLE’S REPUBLIC OF CHINA Tecnimont Representative Office Silver Tower - Unit 617 2, Dongsanhuan Beilu 100027 Beijing P +86 10 64106290/64106292 F +86 10 64106291 c.cai@tcmbj.com Stamicarbon Branch Office Room 3503, floor 35th, Jingcheng Mansion, No.6 Xin Yuan Nan Road, Chao Yang District 100004 Beijing P +86 10 84862886 F +86 10 84862836 ying.liao@stamicarbon.com www.stamicarbon.cn POLAND Tecnimont Poland Sp.Zo.o Al. Wojska Polskiego 27 m 26 01-515 Warsaw P +48 22 8699945 F +48 22 8699948 Tecnimont KT Branch Office Za Grobla Street 3/4 m 36 61/860 Poznan P/F +48 61 6393691 pe.poznan@tecnimontkt.it QATAR Tecnimont ICB Qatar WLL Villa No. 02, Al Hilal East 42-Ahmed Bin Omar Street Opp. Airport, Behind Al Mana Tower P.O. Box 16852, Doha P +974 44622441/443/447 Tecnimont Civil Construction Qatar LLC 42 Mohd. Bin Ishaq Street Doha RUSSIAN FEDERATION Tecnimont Russia OOO Presnenskaya Naberezhnaya 10, Naberezhnaya Tower, Block B, floor 8 123317 Moscow P/F +7 499 7501343 tcmru@tcmru.ru

Stamicarbon Branch Office Zemlyanoy val 9, floor 4, office 4008 Regus Business Centry Citydel, LLC 105064 Moscow semen.evreinov@stamicarbon.com SPAIN Empresa Madrileña de Ingeniería y Construcción SA (Emic) Paseo de la Castellana, 115 - 6° izqda. 28046 Madrid P +34 91 5972621 F +34 91 5556230 SWEDEN Tecnimont KT Branch Office c/o Tmf Sweden Ab – Solna Strandvag 78, 3tr 171 54 Solna P +46 8 50521357 F +46 8 50521347 SWITZERLAND TWS SA Via L. Taddei, 13 6962 Viganello - Lugano P +41 91 9713691 F +41 91 9713693 info@tws-sa.ch THE NETHERLANDS Stamicarbon Headquarters Mercator 2 6135 KW SITTARD P.O. Box 53 - 6160 AB GELEEN P +31 46 4237000 F +31 46 4237001 info@stamicarbon.com UNITED ARAB EMIRATES Tecnimont Branch Office Electra Road Al Nowais Building P.O. Box 51120 - Abu Dhabi P +971 2 6450988 F +971 2 6447553 tecabd@emirates.net.ae Tecnimont Civil Construction Branch Office Electra Road Al Nowais Building P.O. Box 51120 - Abu Dhabi

Edited by Maire Tecnimont Communication & Brand Identity Graphic Design: Maire Tecnimont Communication & Brand Identity, M&C Saatchi Photos: Maire Tecnimont Image Bank, Shutterstock Printing: Fontegrafica July 2012

FACTS & FIGURES 2011