2013 maire tecnimont group report

2013 GROUP REPORT

FURTHER BEYOND

The historical roots of the Group are linked to the pioneers of the chemicals and hydrocarbon processing industries through its different subsidiaries in Europe.

Tecnimont, based in Milan, is the main EPC Contractor of the Group, with more than 100 years of history in chemicals and petrochemicals.

Tecnimont inherited the legacy of Giulio Natta, the scientist who first synthesized polypropylene, originally known as “the Italian plastic”.

KT Kinetics Technology, based in Rome, has more than 40 years’ experience as process engineering contractor in the oil & gas industry.

Stamicarbon, based in The Netherlands, is the licensing company of the Group. With roots going back to the 1920s, it first established its name in urea technology. Since the 1950s Stamicarbon has helped lay the foundations of the world’s large-scale urea industry.

2013 GROUP REPORT

www.mairetecnimont.com

FURTHER BEYOND

Think about 4,300 highly skilled professionals operating throughout the entire chain of the oil & gas processing, petrochemicals and fertilizer industries.

Think about a multinational and multicultural team of experienced personnel offering clients end-to-end tailor-made solutions to realize complex projects on a local content basis.

This is Maire Tecnimont Group.

An industrial leader in Engineering & Construction, Technology & Licensing, and Energy Business Development and Ventures.

Listed on the Milan Stock Exchange since 2007, the Group is among the top-ranking worldwide engineering contractors. www.mairetecnimont.com

WALK THE TALK Until now, through Facts & Figures, we have provided our stakeholders every year with a comprehensive and useful communication tool to better know us and our business.

This time we decided to change.

Change means first of all responsibility, and responsibility implies a commitment to make it happen.

Our efforts in 2013 have been directed towards developing a business strategy based on competence, solidity and sustainability.

The aim of this Group Report is to explain our commitment by presenting to stakeholders initiatives, actions and results that identify our way of doing business.

It is more than communication.

It is more than mere reporting; It is a new way of showing our identity as a forward-looking Group.

Dear Stakeholders, 2013 was a year of positive transition for us and for the market itself. The Group has responded to this changing environment by capitalizing on and leveraging our distinctive characteristics: entrepreneurship, flexibility, and competence. We have successfully executed a financial reorganization and reinforcement plan, including a capital increase of 造150 million. A new strategy, based on a technologydriven vision, has been developed under the leadership of a new CEO, Pierroberto Folgiero, who is charged with steering the organization towards future challenging goals.

We have learned the lessons from our recent past, and are fully focused on the need for strong financial discipline in facing tougher competition in our industry. We believe that a focus on our core business and a solid economic performance are the main foundations paving the way to long-term growth.

Our approach to developing a sustainable business is not limited simply to maintaining economic and financial stability; it also includes accountable governance and a solid relationship with all our stakeholders in order to deliver tangible benefits to be shared with wider society. We are renewing our commitment to an open relationship with our internal and external stakeholders: employees, clients, suppliers, local communities, investors, and the financial community. In this way we will nurture and develop our engineering brand that is rooted in Italy and has now evolved into a multinational and multicultural entity.

Fabrizio Di Amato Chairman

Dear Stakeholders, 2013 was a year of healthy discontinuity. During that period the Group defined and implemented a turnaround strategy, so far with encouraging results. We also returned to positive economic results while pursuing our vision of de-risking the business and deleveraging our financial profile.

The Group has been increasingly focused on its healthy oil & gas business, and especially on gas monetization initiatives, and on downstream projects in the petrochemicals and fertilizer industries. We are also implementing a selective approach in EPC contracts, relying on our distinctive competences and technology. The internal organization has been realigned to fit with the changing strategy by a thorough revision of business processes/ systems and risk-management procedures and optimization of G&A expenses.

This overall positioning is paving the way for a new growth cycle in which Maire Tecnimont will be ready and fully equipped to pursue future opportunities in the hydrocarbons business.

The course is set: how much ground we want to cover is solely up to us.

Pierroberto Folgiero Chief Executive Officer

01 OUR VISION: ENHANCE BUSINESS SUSTAINABILITY What is our long-term goal and what are the drivers to reach it? Discover what moves us…

PAGE 07

03 CONTRIBUTING TO RESPONSIBLE CITIZENSHIP Our Group is a citizen in a complex society with multiple needs.

We strive to create value for all of our stakeholders…

PAGE 65

4

02 CREATING AND MANAGING VALUE Group governance and organization are evolving every day. We work on four continents implementing projects in Engineering & Construction, Technology & Licensing and Energy Business Development & Ventures...

PAGE 17

05 COMMITTED TO PROTECTING HUMAN AND ENVIRONMENTAL RICHNESS We work continuously to find in our projects ways of promoting a dedicated and responsible approach to health, safety and the environment…

PAGE 83

04 WORKING TO DEVELOP PEOPLE’S SKILLS Know-how is the root of our business.

The skills of our people are the fuel for our engine. To nourish and renew them constantly is the only way to become stronger…

PAGE 75

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OUR VISION: ENHANCE BUSINESS SUSTAINABILITY THE GROUP IN BRIEF STRATEGIC PRIORITIES SUSTAINABILITY DRIVERS

6

01

7

THE GROUP IN BRIEF We are a leading provider of Engineering & Construction, Technology & Licensing, and Energy Business Development & Ventures worldwide, with a specific focus on the oil & gas, petrochemicals and fertilizer processing industries.

We offer a wide range of services on an individual or combined basis for a broad range of facilities and uses, including engineering services, procurement of materials and equipment, and construction services through project management expertise. We also provide our customers with proprietary or third-party technologies for the design and manufacture of different types of plants.

The Group also offers competence in the design and engineering of power generation plants and major public works. Our Integrated HSE Management System, together with a widespread safety culture, results in an outstanding safety performance, considerably higher than international standards. Listed on the Milan Stock Exchange since 2007, the Group is among the top-ranking worldwide

engineering contractors. Maire Tecnimont is a multinational and multicultural Group rooted in well-recognized historical engineering brands.

Our capabilities and professionalism are demonstrated by our 60 years’ experience in the development and licensing of urea technology, over 40 years’ experience in hydrogen, sulphur recovery and tail gas treatment technologies, and about 40 years' experience in the construction of polyolefins plants.

Our roots are constantly nourished by a strong commitment to innovation and a continuing effort to improve the services we offer. We believe in the long-term sustainability of our business at all levels, and consider a constant interaction with our stakeholders as essential to make our vision a reality.

We have grown both organically and through a constant acquisition process that has enriched our range of skills and services throughout the whole value chain of plant engineering.

We are dedicated to providing consumers at the end of the value chain with energy in its different forms, as well as with innovative products for a countless number of industrial applications embedded in everyday life.

8

4.7

9

US$

#

BILLION*

THE LARGEST GAS TREATMENT PLANT UNDER COMPLETION IN ABU DHABI (UAE) ON A LSTK BASIS

30

TOP INTERNATIONAL DESIGN FIRMS LIST**

54

%

34

%

%

MARKET SHARE (#1 WORLDWIDE) IN LICENSING UREA PLANTS

MARKET SHARE IN POLYOLEFIN PLANTS (#1 WORLDWIDE FOR CAPACITY INSTALLED IN THE LAST SIX YEARS), INCLUDING A 40% SHARE IN LDPE

180,

SINGLE-TRAIN CAPACITY UP TO

000 Nm /h 3

MARKET SHARE (#2 WORLDWIDE) IN LICENSING UREA GRANULATION TECHNOLOGY

1

DESIGN CAPACITY OF SINGLE-TRAIN UP TO

800 , t/d

RECOGNIZED POSITION IN LICENSING TECHNOLOGY FOR HYDROGEN PRODUCTION

RECOGNIZED POSITION IN LICENSING SULPHUR RECOVERY AND TAIL GAS TREATMENT TECHNOLOGY

0.02

0.003

TOTAL RECORDABLE INJURY RATE (VS 0.38 INDUSTRY BENCHMARK): BEST IN CLASS IN SAFETY***

LOST-TIME INJURY FREQUENCY (VS 0.10 INDUSTRY BENCHMARK): ZERO INCIDENT TARGET REACHED***

*Group share 50% **2013 ENR Sourcebook, Petroleum section “Refineries and Petrochemical Plants” – December 2013 ***Tecnimont data

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STRATEGIC PRIORITIES The 2013-2017 strategic guidelines of Maire Tecnimont Group focus on five main priorities that will help us realize our sustainable business vision.

01 ENHANCE AND DEVELOP OUR TECHNOLOGY-DRIVEN BUSINESS We strive to enhance and develop our technology-driven and knowledge-intensive business model, which differentiates us from traditional generalist operators. Our long lasting roots in Petrochemicals are proving to be distinctive and more and more appreciated by our world-class clients, thanks to our reputation in polyolefins process engineering. In urea production and granulation, hydrogen production, sulphur recovery and tail-gas treatment we are one of the largest global licensors of plants and technology.

We have been able to accomplish this by extending our strong technology offering to new areas, such as the provision of certain engineering services and the procurement of critical equipment items. We will also consider expanding our portfolio to include technologies associated with or complementary to those we already own.

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02 REDUCE EPC RISK POSITIONING We intend to be more selective in our EPC contracts by reviewing our appetite for execution risks.

In particular, we are strengthening risk-management policies aimed at mitigating and remunerating execution risks during the bidding process.

In addition, we aim to address our construction risks by forming long-term alliances with construction companies, in order to develop a comprehensive execution approach to local content.

04

03 DEVELOP ENGINEERING SERVICES REVENUES We intend to leverage our core capabilities by developing our provision of engineering services, including feasibility studies, process design packages, front-end engineering design (FEED) and detailed engineering services for large EPC projects, as well as project management consulting (PMC) services. We can complement our offer with engineering and procurement (EP) packages and procurement services.

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EXPAND GEOGRAPHIC FOOTPRINT We continue to focus on our core business in the Oil, Gas, Petrochemicals and Fertilizer industries. We aim to strengthen our presence in our historical markets such as Russia and the Middle East and expand in markets with strong downstream growth prospects such as Mexico, the United States and West Africa. Moreover, we intend to pursue opportunities at early stages in the investment process as a means of entry into new geographic markets. This includes assisting potential customers during the initial phases of project definition and development, and providing support for the decision-making process prior to the selection of a licensor or a general contractor for construction.

ALIGN ORGANIZATION AND PURSUE GROUP SYNERGIES We are determined to align our business organization to our new strategy and to maximize intra-group synergies. In 2012, we launched a special programme, "One Company: centralize what you must, but decentralize what you can", to promote greater integration and operational synergies within the Group. This involves an analytical review of all internal processes with a view to: (i) achieving maximum effectiveness and efficiency of business and support processes; and (ii) defining a new organizational structure that entails a gradual decentralization of our operations and commercial activities, as well as the development of stronger interactions with the geographies in which we operate (i.e. local workforce and procurement).

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MARKET OUTLOOK According to the IMF’s World Economic Outlook, there is a significant shift of investment toward developing countries. In 2012, for the first time, investment in advanced economies made up less than 50% of the world total. Investment in Asia and the former Soviet Republics is expected to grow at a Compound Annual Growth Rate of approximately 10% from 2013 to 2017, compared with a CAGR of only around 5% in developed economies.

Demand for petrochemicals is mainly a function of gross domestic product (GDP) and industrial production.

Global demand for ethylene, the most widely used petrochemical building block and a proxy for the industry’s health, is forecast to grow at a CAGR of approximately 4% in 2013-2017, driven mainly by Asia.

Chemical Market Associates Inc. (CMAI) expects emerging markets to be the key growth engine, with Chinese demand for ethylene and propylene, the two key olefins, predicted to grow at above 10% p.a. .

In oil refining and power, a major recovery is expected in the Middle East and South Asia, accompanied by an upsurge in investment in the emerging markets of West Africa (Nigeria and Ghana). In North America, economically viable shale gas extraction, and its increased transportability in the form of liquefied natural gas (LNG), are already driving significant growth in the gas treatment, petrochemicals and fertilizer markets, the latter being particularly focused on ammonia and urea projects.

The global market for plant engineering in the Group’s core business is forecast to be about US$ 700 billion in 2013-2017, comprised of US$ 390 billion in gas liquefaction, US$ 150 billion in refining, US$ 75 billion in olefins and US$ 26 billion in ammonia and urea. Investments will be concentrated in emerging markets, such as Brazil, Chile, India, China, Saudi Arabia, the United Arab Emirates and Iran, as well as in the United States, as a result of the shale gas revolution.

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Expected values in US$ bn

2013 - 2017 TOTAL ADDRESSABLE MARKET CIS EUROPE*

77.0 31.5

AFRICA

136.3 90.3

AUSTRALIA INDIA

24.5 58.0

SOUTH EAST ASIA MIDDLE EAST BRAZIL SOUTH AMERICA NORTH AMERICA

95.1 24.3 44.3 130.6

*Including Turkey Source: public sources, analyst/industry reports, Oil & Gas Journal, company websites and, for ammonia/urea, IFA data processed by a leading consulting firm.

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SUSTAINABILITY DRIVERS The road towards Business Sustainability comprises many steps. Sustainability underlies the Group’s strategic guidelines, and three main sustainability drivers permeate our day-to-day operations: Transparency in Governance means fair and constant communication with the public and guarantees a proper governance and management system to safeguard value for all our stakeholders.

Enhancing Project Performance and Accountability means first of all providing a risk management system to reduce volatility and ensure for stakeholders the safety and reliability of our activities at all levels.

Dynamize Local Content has become our main way of operating in both established and developing markets, ensuring not only our durable and profitable presence worldwide but also business and personal development opportunities at a local level in the markets in which we operate.

Recharge KT Photocontest “Portraying Sustainability” winner

by Dennis Berutto

PARTECIPATING IN UNITED NATIONS GLOBAL COMPACT We are committed to protect human rights, respect labour and the environment, and fight against corruption. That is our duty as a responsible corporate citizen. We have demonstrated our commitment by signing the United Nations Global Compact.

Since 2011 the Maire Tecnimont Group pledged its support to the ten principles behind the UN’s largest corporate citizenship and sustainability initiative and became one of its more than 10,000 participants. It is a clear responsibility that we renew every year through the Communication on Progress document, which summaries our actions in fulfilling the UN principles in our everyday work.

Read our last Communication on Progress at the Global Compact web site: www.unglobalcompact.org 14

ENHANCE BUSINESS SUSTAINABILITY STRATEGIC PRIORITIES ENHANCE AND DEVELOP TECHNOLOGYDRIVEN BUSINESS

01

REDUCE EPC RISK POSITIONING

02

DEVELOP ENGINEERING SERVICES REVENUES

03

EXPAND GEOGRAPHIC FOOTPRINT

ALIGN ORGANIZATION AND PURSUE GROUP SYNERGIES

04 05

SUSTAINABILITY DRIVERS

TRANSPARENCY IN GOVERNANCE

PROJECT PERFORMANCE & ACCOUNTABILITY

LOCAL CONTENT DYNAMIZATION

ACTING RESPONSIBLY

Enhancing sustainability is not a mere objective. It is a complex system in which each of the parts is essential to allow the others to work. Only greater interaction between Strategic Priorities and Sustainability Drivers gives the right impetus to move towards balanced sustainability, both from a business and a social standpoint. In this sense every driver of sustainability sustains the business priorities. Three of the drivers are closely aligned with the strategic business priorities, while Acting Responsibly, which for us means working to develop people skills, contributing to responsible citizenship, and minimizing our environmental footprint, is the framework on which the entire system rests.

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CREATING AND MANAGING VALUE TRANSPARENCY IN GOVERNANCE ENHANCE PROJECT PERFORMANCE AND ACCOUNTABILITY

16

02

17

TRANSPARENCY IN GOVERNANCE Our target is beyond, towards the “more and better”: more and better communication, more and better clarity, more and better openness, more and better effectiveness. It’s for our employees; it’s for our clients and suppliers; it’s for our investors; it’s for the market and the wider community. That is our commitment to strengthen the relationship with our stakeholders.

In a word: transparency.

Adopting an open and straightforward approach in disclosing information and in managing the Group is the first step to build a sound business that creates durable and sustainable value in the long term.

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RESULTS AT A GLANCE The Group’s turnaround performance in 2013 confirms that its new strategy, which calls for a sharper focus on the core business and the de-risking of construction activities, is contributing to stabilizing and growing its net income.

The Group returned to profit after the negative impact of the South American projects of the Power Business Unit depressed earnings.

The downturn in 2013 revenues was due mainly to the new commercial strategy driven by a different mix of products fostering higher marginality on lower volumes. Thanks to the major deleveraging and the capital increase in July 2013, the Group’s balance sheet at year-end 2013 had returned to a decidedly healthier level than it was at the start of the year. Net worth was ¤35 million positive, and the Net Financial

REVENUES

EBITDA

Position (NFP, or net financial debt) was ¤305.0 million. The balance sheet was also strengthened by the rescheduling of ¤307 million of debt with the main lending banks of the Group, extending the repayment term by five years, and the injection of ¤50 million of new loan finance with five years’ maturity.

The Group confirmed to be a leading player in plant construction and the provision of licensing, engineering and procurement services to the oil & gas, petrochemicals and fertilizer markets.

The Oil & Gas, Petrochemicals and Fertilizer Business Unit delivered an increase in both EBITDA and EBITDA margin in 2013, with EBITDA climbing to ¤100.7 million from ¤91.1 million the year before. The EBITDA margin rose from 5.0% to 7.7% of revenues.

NFP

NET WORTH

116

2,187

305

1,656

-159

35 -121

226

FY 2013

FY 2013

FY 2012 FY 2012

FY 2013

FY 2012

FY 2012

FY 2013

Values in € million

BREAKING NEWS 20.02.2014 - Successful placement of equity-linked bonds reserved to qualified investors with a maturity of 5 years and an aggregate principal amount of ¤80 million. Interest from high quality institutional investors, mainly from outside of Italy, has been recorded.

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2013 FINANCIAL RE-ORGANIZATION PLAN

ABOUT

150

mn

¤

CAPITAL INCREASE

¤

50

mn

NEW FINANCING

ABOUT

300

¤

mn

DEBT RESCHEDULING

500

¤

mn

The Group has strengthened its financial position thanks to a major re-organization plan valued at around ¤500 million. In particular, the Group launched a share capital increase of ¤150 million to attract new institutional investors.

This led, among others things, to the arrival of a new shareholder, Arab Development Establishment, with a 10% stake in the Company’s share capital.

The reorganization plan also includes an ambitious disposal plan of non-strategic assets which has been already finalized for ¤65 million as of 31 December 2013.

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ACCOUNTABILITY AND INDEPENDENCE IN CORPORATE GOVERNANCE Maire Tecnimont SpA is the parent company of the Maire Tecnimont Group, whose stock has been traded on Milan’s Mercato Telematico Azionario di Borsa Italiana SpA since 2007.

The Company adheres to the Corporate Governance Code for Listed Companies adopted by the Corporate Governance Board of Borsa Italiana SpA. In addition to the vital role played by the Board of Directors, aimed at enabling the Group to pursue its strategic goals, the Board’s guidance and monitoring activity is another fundamental aspect of corporate management. The independence of the Board has been strengthened by the appointment of five independent directors out of nine. Anticipating the full application of the law on the gender balance of corporate bodies, these included three female independent directors. One independent director was also appointed by the minority interests.

The Board of Directors has established internal committees with proposing and consultative functions. The functions carried out by the Control and Risks Committee, the Remuneration Committee and the Related-Party Committee are pivotal in optimizing the work and the role of the Board. In the first half of 2013, for example, the Board of Directors and the Control and Risks Committee met regularly, practically once a month, to monitor and manage the activities focused on developing and implementing the Group’s major financial reorganization. In addition to these internal Committees, the independence of the Board was further strengthened by the appointment of the Lead Independent Director, who acts as the point of reference and coordinator for the issues raised by and the contributions of the non-executive directors and, in particular, of the independent directors.

Lastly, the Board of Directors, in line with international best practice, has separated the role of Chairman of the Board of Directors from that of Chief Executive Officer. The Board of Directors, endorsed by the Shareholders’ Meeting of 30 April 2013, resolved to give Fabrizio Di Amato, as Chairman of the Board, the powers relating to institutional relations and external relations, as well as the supervision of the strategy guidelines. It also appointed Pierroberto Folgiero as Chief Executive Officer, responsible for the company management, assigning him the ordinary and extraordinary management powers not reserved to the Board of Directors.

For further information on the Corporate Governance of Maire Tecnimont SpA, please visit our website www.mairetecnimont.com/governance

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ANTONIA DI BELLA

LUIGI ALFIERI

GIORGIO LOLI

FABRIZIO DI AMATO

PIER PAOLO PICCINELLI

PIERROBERTO FOLGIERO

VITTORIA GIUSTINIANI GABRIELLA CHERSICLA

PAOLO STEFANO TANONI FIORINI NICOLÒ DUBINI

PATRIZIA RIVA

BOARD OF DIRECTORS · 30 APRIL 2013 MEMBERS

POSITION

FABRIZIO DI AMATO

CHAIRMAN

PIERROBERTO FOLGIERO

CHIEF EXECUTIVE OFFICER

LUIGI ALFIERI

DIRECTOR

STEFANO FIORINI

DIRECTOR

GABRIELLA CHERSICLA

DIRECTOR

NICOLÒ DUBINI

DIRECTOR

VITTORIA GIUSTINIANI

DIRECTOR

PATRIZIA RIVA

DIRECTOR

PAOLO TANONI*

DIRECTOR

EXECUTIVE

NON EXECUTIVE

INDEPENDENT

STATUTORY BOARD OF AUDITORS · 30 APRIL 2013 MEMBERS

POSITION

PIER PAOLO PICCINELLI

CHAIRMAN

GIORGIO LOLI

STATUTORY AUDITOR

ANTONIA DI BELLA**

STATUTORY AUDITOR

* In charge until 7 May 2014 and replaced by Andrea Pellegrini appointed by the Board of Directors held on 11 June 2014 ** In charge until 11 June 2014 and replaced by Roberta Provasi which took over on 11 June 2014

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3 QUESTIONS FOR...

Gabriella Chersicla Maire Tecnimont Board of Directors Member

Who is Gabriella Chersicla and what made you accept a seat on the Maire Tecnimont Board of Directors?

After gaining years of experience with one of the Big Four consulting firms, where I was National Leader of the Forensic Accounting Department, I recently set up on my own. In addition to continuing to practice my profession, I was stimulated by the idea of taking a different angle to put my extensive consulting experience to use in the corporate world. The Maire Tecnimont Group particularly intrigues me, not only because it operates a highly complex business, but also because of its history.

What do you think of the legislative bill to regulate what are called the “pink quotas” in the administrative and control bodies of listed companies?

I must admit that, in principle, having to use the law to impose the concept of a gender “quota” is not to my liking.

Nevertheless, the norm is certainly playing a key role in promoting women’s skills and experience that otherwise would remain pretty much in the shade. The provisional nature of the requirement is, I agree, opportune, so I sincerely hope that the meritocratic principle takes priority during its temporary lifespan, and that meritocracy rather than gender quotas, becomes the accepted standard.

What impression have you formed in these months on the Board of Directors of the parent company of a big engineering group that operates globally?

Like I said earlier, the Group operates in a fascinating business area and I started exploring all its distinctive features from an international business perspective that chimes with my professional experience. What has struck me the most in these months is the market-recognised technical excellence of the people who work in the core business and the Power division, the determination and, why not, also the Group’s pride of purpose in closing the chapter of what has been a very difficult time. As a professional, I’ve always believed in the qualities of excellence and determination, which, in my opinion, along with a bit of luck, are the essential ingredients of success.

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MAIRE TECNIMONT’S APPROACH TO ETHICAL BEHAVIOUR The Maire Tecnimont Group has always assigned primary importance to the fight against bribery and corruption and to the respect of ethical principles in the conduct of its business, and has consistently developed and updated the appropriate corporate governance tools (the Code of Ethics and Organizational Model).

The Code of Ethics issued by the parent company has been adopted in its entirety by all the Group’s subsidiaries, both in Italy and abroad. However, the Organizational Model is specific to each company and sets out the corporate activities that are potentially susceptible to the crimes defined by Italian law (Legislative Decree 231/2001), in addition to regulating those activities to ensure compliance with the law. The Group’s ethical culture (for detailed information, please see the corporate governance documents) is defined also by its corporate standards and procedures, the delineation of different roles and responsibilities, the separation of tasks, and targeted audits. These tools underpin the operational application of the principles expressed in the Code of Ethics and the Organizational Model.

The Group’s Internal Audit and Supervisory Bodies are the reference points for, respectively, the interpretation of the Code of Ethics and the clarification of any doubts on the application of the relevant law (Legislative Decree 231 of 2001).

Please visit the Maire Tecnimont website for further information on the Code of Ethics and the Organizational Model: www.mairetecnimont.com/governance/corporate-documents

INTERNATIONAL ANTI-CORRUPTION REGULATIONS In the late 1990s the need for international regulations to fight bribery and corruption led to the introduction of specific regulatory instruments, such as the Inter-American Convention against Corruption (1996) and the OECD Convention (1997). Italy, with the enactment of Law 300 in 2000 and, above all, Legislative Decree 231 in 2001, ratified the principles of those agreements. In particular, it adopted the OECD Convention of 17 September 1997 to combat the bribery of foreign public officials in international business transactions.

Legislative Decree 231 has become a key point of reference for countries that have decided to introduce statutory acts to regulate the administrative responsibility of organizations. In 2003, Switzerland introduced legislation that is clearly inspired by that of Italy, which was also cited as a reference by Chile in 2009. Brazil also has a draft bill on the table that reflects the principles expressed in the Italian law.

Elsewhere in Europe, the Bribery Act 2010 (“An Act to make provision about offences relating to bribery and for connected purposes”) came into effect in the United Kingdom in July 2011. In Spain, the Ley Organica 5/2010 (to regulate the criminal responsibility of legal persons) came into force in December 2010. The United States introduced the Federal Sentencing Guidelines in 1991. According to these guidelines the adoption of an effective Compliance Program (a document similar to an Organizational Model) by an organization constitutes mitigating circumstances in the event of a criminal offence.

INTERNATIONAL LEGISLATIVE REFERENCES FRANCE

FRENCH CRIMINAL CODE 2007

RUSSIA

ADMINISTRATIVE CODE

SPAIN

PENAL CODE · ORGANIC LAW 5/2010

CHINA

PRC CRIMINAL LAW · VIII AMENDMENT 2011

GERMANY

ADMINISTRATIVE CODE (OWIG)

TURKEY

CRIMINAL CODE N. 5237

SWITZERLAND

SWISS CRIMINAL CODE (STGB) 2003

EGYPT

CRIMINAL CODE

LUXEMBOURG

PENAL CODE · LAW 3 MARCH 2010

U.S.

FOREIGN CORRUPT PRATICTCES ACT 1977

U.K.

BRIBERY ACT 2010

ARGENTINA

DRAFT - TO BE APPROVED 2011

ROMANIA

PENAL CODE · LAW 278/2006

BRAZIL

DRAFT FEDERAL BILL 6.826/2010

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LEADERSHIP

Fabrizio Di Amato Chairman

Pierroberto Folgiero Chief Executive Officer

Alessandro Bernini Chief Financial Officer

Fabio Fagioli Group General Counsel

Giovanni Sale Tecnimont Commercial / South American Region

Massimo Sicari Stephen Zwart Middle East Region Stamicarbon Commercial

Andrea Vena KT Commercial

Paolo Mondo Group Procurement

Giuseppe Guadagno Tecnimont Operations

MANAGEMENT AND ORGANIZATION IN CHANGE The most important organizational changes in the last year are aimed at furthering the Group strategy of getting closer to local contents, exploiting synergies, and reinforcing internal coordination. These, in turn, are intended to improve business processes and make the Group more technology- and process-driven. The changes include: reorganization of the parent company, Maire Tecnimont, consistent with the appointment of the new Chief Executive Officer; reinforcement of the Group leadership by the appointment of key figures such as the new Chief Financial Officer; development and strengthening of the Group presence in the most strategic markets and geographical areas by the appointment of Regional Vice-Presidents. They are tasked with ensuring an effective approach to the customer, including tailor-made solutions at 26

Franco Ghiringhelli Human Reosurces, Organization and ICT

Gianni Bardazzi Group Strategic Start-up / Russia and Caspian Region

Pejman Djavdan Technology and Business Development / Stamicarbon MD

Davide Pelizzola Sub-Saharan Africa Region

Mario Ruzza Tecnimont ICB Managing Director

Stephen Zwart Stamicarbon Commercial

Franco Broggi ???

Oscar Spalmach ???

Franco Broggi Tecnimont Construction

Oscar Spalmach KT Operations

Renzo Lunardi Tecnimont Civil Construction Managing Director

the individual level, together with a more rapid and appropriate response to business opportunities and an efficient oversight of institutional relations with the local authorities.

At the end of 2013, the three regions covered were Russia and the Caspian area, South America and the Middle East; establishment of a framework for the coordination and monitoring of enterprise and project risk management by the formation of the Group Process and Risk Management department; the launch and management of a project for the analysis and revision of commercial, procurement, administration, finance and control systems, and operations processes.

The first results of this project are now being implemented; the launch and management of the “G&A project� to implement a specific management and control system for G&A costs. The first results of this project have already been realized in the form of cost reductions.

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ENHANCE PROJECT PERFORMANCE AND ACCOUNTABILITY

Managing project challenges to deliver value

The life of a world player in Engineering & Construction, such as the Maire Tecnimont Group, revolves around the acquisition and execution of projects, with the aim of supplying the client with a safe and efficient plant, according to the contractual terms and schedules, and, of course, with the expected revenue stream.

phases is essential to assess and manage risks during project implementation.

Maire Tecnimont Group has developed the Project Risk Analysis procedure in order to identify and manage uncertainties (both risks and opportunities) in the whole process, from the pre-proposal phase to project completion including eventual litigation.

Project execution is not so different from any other complex human activity in which the risk dimension is not eradicable.

The experience and capabilities of skilled professionals are key factors in successful project completion and the continuous improvement of our performance in future projects.

The appropriate use of the lessons-learned process and a risk-management approach during both commercial and execution

Project Risk Analysis provides a traceable and transparent way of managing uncertainties and of defining the adequate control strategy.

The procedure considers threats from a multiplicity of sources, including local, political, physical and site conditions and from contractual, financial, estimate accuracy, execution and HSE factors. It evaluates risks in terms of their economic impact, based on a multidisciplinary approach.

Responsibility for the Project Risk Analysis is shared between the Proposal Manager, during the proposal phase, and the Project Manager, during execution.

Project Risk Analysis, in both the proposal and execution phases, includes the following: Risk Assessment involves identifying sources of potential harm, assessing the likelihood that harm will occur and the consequences if harm does occur, partly by use of modeling; Risk Communication evaluates which risks identified in the risk assessment process require management, and selects and implements the actions needed to mitigate them; Risk Management involves an interactive dialogue between the Maire Tecnimont managers responsible for the Project Risk Analysis to share information about the status of risks on the project.

In September 2013 Maire Tecnimont Group established a new Group Process & Risk Management Department. This is charged with ensuring the implementation of the risk management process by increasing the focus on individual project risks and by strengthening enterprise risk management, thus integrating specific project risks and cross-company uncertainties.

28

ENGINEERING & CONSTRUCTION RISK INSTITUTE: MAIRE TECNIMONT HOSTED THE FIRST 2013 SPONSORSHIP MEETING

ECRI ENGINEERING & CONSTRUCTION

Maire Tecnimont hosted the first 2013 ECRI Sponsors Meeting at its Milan Headquarters on RISK INSTITUT E 5-6 June. This was first such meeting to be held in Milan. The Engineering & Construction Risk Institute (ECRI), established as an initiative of the World Economic Forum, is an international risk management forum focused exclusively on the engineering and construction industry. It provides opportunities for professionals to exchange ideas on a host of topics related to the management of project risks.

The meeting hosted by Maire Tecnimont registered a record number of attendees: 70 delegates from 40 leading companies in 22 countries. Pierroberto Folgiero, CEO of Maire Tecnimont, was one of the speakers, with a presentation on the opportunities and challenges in the engineering and construction market.

29

ENGINEERING & CONSTRUCTION Engineering & Construction for the hydrocarbon processing industries is the Maire Tecnimont Group’s historical core activity. A well-rooted legacy in engineering design, along with a sound track record in managing large integrated complex projects in oil & gas, petrochemicals and fertilizers, has allowed Maire Tecnimont, through its main subsidiary Tecnimont, to maintain a leading position as an international contractor.

Thanks to a flexible business model the Group offers advanced skills in licensing, engineering services, EP (Engineering & Procurement), and EPC (Engineering, Procurement and Construction). A strong technology orientation provides access to the best available state-of-the-art processes, guaranteeing us a recognized world leadership as a contractor.

Through our network of international engineering centres, we provide clients with services and know-how ranging from conceptual studies, through technology selection, to process engineering and detailed design. Through the process engineering contractor, KT – Kinetics Technology, we offer expertise and proprietary technology in sulphur recovery units, hydrogen and syngas, providing comprehensive process technology packages and offering clients end-to-end, tailor-made solutions. The Group has also developed high-level skills in power generation, infrastructure and civil engineering.

Thanks to our global procurement platform we are able to cover all client requirements, leveraging on a network of high-quality equipment vendors and construction subcontractors.

The services we provide benefit from business synergies and cross-fertilization across the Group, profiting from all our Companies’ skills and specializations.

FROM ENGINEERING DESIGN

30

MAIRE TECNIMONT QUALITY MANAGEMENT SYSTEM Since 1993, in accordance with the ISO 9001 standard, we implemented a tailored Quality Management System (QMS). In 2009 we upgraded it to the currently valid standard ISO 9001:2008. As stated in the Maire Tecnimont Group’s Quality Policies, we are committed to understand and meet customer needs, fulfil contract obligations and meet technical/economic requirements, whilst being compliant with the standards and codes in force in the country of destination, and constantly improving our quality performance.

At mid-2012 the implementation of the Technical Specification ISO/TS 29001:2010, which defines additional QMS requirements for product and service supply organizations for the petroleum, petrochemical and natural gas industries, started in the Maire Tecnimont Group. Tecnimont and KT - Kinetics Technology have already obtained the joint certification ISO 9001 + ISO/TS 29001 after a series of audits at home offices and sites conducted by third party certification bodies. The other Group companies that provide EPC services for these sectors are undergoing the same certification process.

The QMS documentation consists of the Quality Manual and Quality Policy, Organizational Procedures and Work Instructions. It is regularly updated and is communicated to Group personnel through the corporate intranet portal and by dedicated training sessions for new recruits. All Group employees are committed to achieving QMS objectives by implementing the prescribed procedures and instructions, resulting in efficient document control, supervision of equipment suppliers, construction monitoring and handover activities.

In 2013, nearly 60 audits of company functions were carried out by qualified internal auditors, together with more than 90 project discipline audits, including 25 audits at construction sites, and 10 customer satisfaction interviews to identify clients’ perceptions of Maire Tecnimont’s services. More than 60 lessons-learned were recorded and approved for implementation. The results of all these exercises were analysed by top management during management reviews.

TO EXECUTION ON SITE

Acid Gas Removal Plant, Kuwait City – Kuwait

31

PETROCHEMICALS The Group, through its subsidiary Tecnimont, has access to all first-class polyolefinstechnologies and has the size and capability to manage and execute several projects simultaneously using different technologies while ensuring confidentiality and preserving licensors’ know-how. Tecnimont is included in the shortlist of preferred engineering contractors for many patented technologies, and can develop the licensor’s process design package - the know-how documentation delivered by the technology provider to the contractor - for and on behalf of the licensor itself.

Tecnimont is able to perform a wide range of functions in the international market for polyolefins plants. These include acting as general contractor for entire petrochemical complexes, providing the complete chain of services, starting from feasibility studies, through basic and detailed engineering, supply of equipment and materials, to supervision of erection, construction and commissioning, on an EPC LSTK basis.

Propane Dehydrogenation (PDH) Plant, Tobolsk (Western Siberia) – Russian Federation

32

THE PETROCHEMICALS VALUE CHAIN

33

LEADERSHIP IN PETROCHEMICALS

15 36 71 IN THE LAST

YEARS:

MORE THAN

MORE THAN

POLYETHYLENE

POLYPROPYLENE

PLANTS

PLANTS

THE DOWNSTREAM IMPACT OF THE SHALE GAS REVOLUTION Tecnimont enters the USA Shale gas has burst on the energy scene in the last three years, radically changing the energy market in the United States and becoming one of the major drivers of the hydrocarbons industry worldwide.

Shale gas, also known as unconventional gas, is natural gas trapped in impermeable fine-grained sedimentary rocks (shales), which made it unrecoverable for a long time. Today, thanks to horizontal drilling and hydraulic fracturing, extraction has become technically feasible and economically viable.

The United States and Canada are currently the only major shale gas producers, although a dozen or so other countries have drilled exploratory test wells and are hoping to develop the industry.

As a result of these changes, the US has evolved from being a natural gas importer to a nation with a surplus of gas, which has driven the domestic price of natural gas to record lows. The price of ethane extracted from natural gas has also consequently dropped significantly, with a corresponding rise in ethane-derived petrochemical margins. This, in turn, has fueled major new investments in ethanebased petrochemical projects in the US, especially in the construction of new ethane-based olefins plants and the conversion of existing naphtha crackers to ethane. Based on recent shale discoveries and growing export opportunities, North America will also probably overtake the Middle East in terms of new downstream projects, such as polyolefins and fertilizer plants, in the next couple of decades, redefining the shape of the global hydrocarbons processing industry. Shale gas will also have a profound effect on the overall US energy market, driving new investment in gas processing and LNG plants*.

In response to these developments, Tecnimont made a significant entry into the US market in 2013, by means of a new subsidiary, Tecnimont USA Inc., in Houston, Texas. The new corporation will support the commercial and engineering operations of Tecnimont in the US, leveraging recent and past experiences in this territory. An international procurement office has also been established in the US in order to monitor and pursue local market opportunities.

*Sources: Energy Information Administration – Independent Statistics & Analysis; Hydrocarbon Processing Market Outlook 2014

34

Borouge 3 Polyolefins Complex, Ruwais (Abu Dhabi) – UAE

35

MAIN AVAILABLE TECHNOLOGIES - PETROCHEMICALS PRODUCTS

TECHNOLOGY LICENSOR – TECHNOLOGY NAME

COUNTRY

POLYPROPYLENE

BASELL POLYOLEFINE – SPHERIPOL, SPHERIZONE BOREALIS – BORSTAN PP CHEVRON PHILLIPS GRACE (FORMER DOW CHEMICAL) – UNIPOL PP INEOS – INNOVENE PP MITSUI CHEMICAL – HYPOL II LUMMUS TECHNOLOGY – NOVOLEN

ITALY AUSTRIA USA USA USA JAPAN USA

LINEAR LOW DENSITY/ HIGH DENSITY POLYETHYLENE

BASELL POLYOLEFINE – SPHERILENE BOREALIS – BORSTAN PE INEOS – INNOVENE G UNIVATION – UNIPOL PE SUMITOMO

ITALY AUSTRIA UK USA JAPAN

LOW DENSITY POLYETHYLENE

BASELL POLYOLEFINE – LUPOTECH T, LUPOTECH A EXXONMOBIL (EXCEPT HP DESIGN) SUMITOMO

GERMANY USA JAPAN

HIGH DENSITY POLYETHYLENE

BASELL POLYOLEFINE – HOSTALEN CHEVRON PHILLIPS INEOS – INNOVENE S MITSUI CHEMICAL - CX

GERMANY USA UK JAPAN

POLYSTYRENE (EPS, HIPS, GPPS)

VERSALIS (FORMER POLIMERI EUROPA)

ITALY

ABS

VERSALIS (FORMER POLIMERI EUROPA)

ITALY

PBR

MICHELIN

FRANCE

IIR (BUTHYL RUBBER)

SIBUR

RUSSIA

ESBR, SSBR, SBS, SB, LCBR, HCBR, EPDM RUBBERS

VERSALIS (FORMER POLIMERI EUROPA)

ITALY

SSBR

GOODYEAR JAPAN STYRENE RUBBER (JSR) VERSALIS (FORMER POLIMERI EUROPA)

USA JAPAN ITALY

STEAM CRACKING (FOR ETHYLENE, PROPYLENE, ETC)

KBR LINDE LUMMUS TECHNOLOGY TECHNIP TECHNIP/STONE & WEBSTER

USA GERMANY USA FRANCE FRANCE/USA

Low Density Polyethylene Plant, Bratislava – Slovak Republic

36

MAIN AVAILABLE TECHNOLOGIES - PETROCHEMICALS PRODUCTS

TECHNOLOGY LICENSOR – TECHNOLOGY NAME

COUNTRY

PDH (PROPANE/ISOBUTENE DEHYDROGENATION)

LUMMUS TECHNOLOGY - CATOFIN UHDE - STAR UOP - OLEFLEX

USA GERMANY USA

EO/EG (ETHYLENE OXIDE & ETHYLENE GLYCOL)

SCIENTIFIC DESIGN - SABTEC SHELL GLOBAL SOLUTIONS

USA - KSA THE NETHERLANDS

ACN (ACRYLONITRILE)

INEOS NITRILES

USA

PTA (PURIFIED TEREPHTHALIC ACID)

GRUPO PETROTEMEX (GPT) – INTEGREX IPTA MITSUBISHI CHEMICALS

MEXICO JAPAN

BUTADIENE EXTRACTION

LUMMUS TECHNOLOGY/BASF (EXTRACTION) LUMMUS TECHNOLOGY(DEHYDROGENATION) - CATADIENE NIPPON ZEON (EXTRACTION)

USA USA JAPAN

DICYCLOPENTADIENE

AXENS

FRANCE

BUTENE-1 FROM ETHYLENE DIMERIZATION

AXENS - ALPHABUTOL

FRANCE

HEXENE-1 FROM ETHYLENE TRIMERIZATION

AXENS - ALPHAHEXOL

FRANCE

ACETONE CYANOHYDRIN & MMA (METHYL METHACRYLATE)

REPSOL

SPAIN

PHENOL/ACETONE

UOP

USA

LAB (LINEAR ALKYLBENZENES)

UOP

USA

LAO (LINEAR ALPHA OLEFINS)

AXENS CHEVRON PHILLIPS

FRANCE USA

NYLON 6, NYLON 6.6

NOY

ITALY

PET (POLYETHYLENE TEREPHTHALATE )

GRUPO PETROTEMEX (GPT) – INTEGREX IPET NOY

MEXICO ITALY

CPL (CAPROLACTAM): 1. AMMOXIMATION 2. BECKMANN REARR. + CPL PURIFICATION

1. VERSALIS (FORMER POLIMERI EUROPA) 2. AQUAFIL

ITALY ITALY

37

PETROCHEMICALS WORLD main ongoing projects

LDPE PLANT VERACRUZ · MEXICO Capacity: 300K t/y LDPE Client: Etileno XXI Services.

End-user: Braskem Idesa Contract type: EP LS Contractor: Tecnimont

LDPE PLANT BRATISLAVA SLOVAK REPUBLIC Capacity: 220K t/y LDPE Client: Slovnaft Petrochemicals sro (MOL Group) Contract type: EPC LSTK Contractor: Tecnimont

PETROCHEMICAL COMPLEX BOLIVIA Capacity: Ethylene, LDPE, LLDPE, HDPE, P, PP Client: Yacimientos Petrolíferos Fiscales Bolivianos (YPFB) Contract type: Feasibility Study (LS basis) Contractor: Tecnimont

AL SEJEEL POLYOLEFINS COMPLEX RAS LAFFAN · QATAR Capacity: approx. 2.2 MTPA PE and PP Client: Qatar Petroleum Contract type: FEED Contractor: Tecnimont

BED: basic engineering design CE: cost estimated DEHP: detailed engineering high pressure EP: engineering, procurement EPC: engineering, procurement and construction EVA: ethylene-vinyl acetate FEED: front-end engineering design HDPE: high density polyethylene JV: joint venture LDPE: low-density polyethylene LLDPE: linear low-density polyethylene LS: lump-sum LSTK: lump-sum turnkey P: propylene PE: polyethylene PP: polypropylene > 1000 ¤mn 500 to 1000 ¤mn 200 to 500 ¤mn < 200 ¤mn

38

LDPE PLANT SADARA · KINGDOM OF SAUDI ARABIA Client: Sadara Chemical Company Contract type: EPC Contractor: Tecnimont

POLYOLEFIN PLANTS FOR PP AND PE NIZHNEKAMSK RUSSIAN FEDERATION Capacity: 300K t/y LLDPE (gas-phase); 300K t/y HDPE (slurry-phase); 400K t/y PP Client: NKNK Contract type: FEED + CE (LS basis) Contractor: Tecnimont/CB&I

PDH PLANT, TOBOLSK (WESTERN SIBERIA) RUSSIAN FEDERATION Capacity: 510K t/y PDH Client: Tobolsk Polymer LLC (JSC Sibur Holding) Contract type: EPC Contractor: Tecnimont

LDPE PLANT SHENGHONG 路 CHINA Capacity: 200K t/y LDPE/EVA - Lupotech T; 100K t/y LDPE/EVA - Lupotech A Client: JiangSu Sailboat Petrochemical Co. Ltd Contract type: BED + DEHP (LS basis) Contractor: Tecnimont /Basell Polyolefine GmbH

POLYOLEFIN PLANTS FOR PP AND PE DAHEJ (GUJARAT) 路 INDIA Capacity: 340K t/y PP; 2 x 360K t/y HD/LLD swing PE units Client: OPaL (JV of ONGC, GSPC, GAIL) Contract type: EPC LSTK Contractor: Tecnimont

HDPE R&D PROJECT (PILOT PLANT), AL JUBAIL KINGDOM OF SAUDI ARABIA Client: Sabic Contract type: EPC LSTK Contractor: Tecnimont

BOROUGE III EXPANSION RUWAIS (ABU DHABI) 路 UAE Capacity: 480K t/y PP; 428K t/y PP; 2 x 540K t/y PE; 350K t/y PE Client: Borouge (JV of ADNOC and Borealis) Contract type: EPC LSTK Value: US$1.65 bn (Maire Tecnimont Group share: 55% - JV with Samsung) Contractor: Tecnimont

39

OIL & GAS The Group, through its subsidiaries Tecnimont and KT â&#x20AC;&#x201C; Kinetics Technology, has accumulated considerable expertise and numerous references in the oil and gas sector, including refining and LNG terminals. 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 oil and gas, both upstream and downstream, with contracts for the mega-gas processing complex at Wafa/Mellitah in Libya, an aromatics complex in Kuwait, a gasoil desulphurization plant in India, the huge GASCO Habshan 5 gas treatment contract in Abu Dhabi (one of the largest single EPC contracts under completion), the new acid gas removal plant (AGRP)/revamping existing AGRP for KNPC in Kuwait (awarded in 2010), and last, but not least, the Tempa Rossa oil and gas treatment and storage plant (awarded in the second half of 2012).

The GASCO Habshan 5 project, awarded in 2009, has been completed this year, to the full satisfaction of the client. It reinforces the first-class reputation the Group has matured in the Gulf 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. Moreover, through KT, the Group operates internationally as a provider of proprietary technologies and as an EPC Contractor in the field of Sulphur Recovery Facilities, Gas Processing, Hydrogen and Syngas Production, Refinery Process Units and the supply of Process Fired Heaters. KT has also experience in Refinery Licensed Catalytic Units: Continuous Catalytic Reforming (CCR), Hydrocracker (HCK), Hydrotreater (HDT), and others*.

Acid Gas Removal Plant, Kuwait City â&#x20AC;&#x201C; Kuwait

*For further information on KT technologies, please see page 56

40

THE OIL&GAS VALUE CHAIN

41

HABSHAN 5 IGD PROJECT, Habshan (Abu Dhabi) - UAE

100 MILLION

MAN-HOURS WORKED WITHOUT LTI

30

THOUSAND TOTAL MANPOWER ON-SITE

800

ENGINEERS AT WORK IN 6 COUNTRIES ON 24/7 BASIS

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).

Habshan 5 is one of the largest gas treatment plants worldwide. A few comparisons illustrate the scale of the project: the steel structures in the 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. In July 2013 the project reached the world record of 100 million safe-man hours worked without LTI.

Habshan 5 Integrated Gas Development Plant, Habshan (Abu Dhabi) – UAE

42

OUR GROUP: WORKING TOGETHER LIKE AN EXTENDED FAMILY

Walter Cruciani, Commissioning Machinery Superintendent Having had the opportunity to work on the Habshan 5 project makes me particularly happy and proud of the result achieved by the Group. But the most moving moment of the entire experience was definitely the baptism of my baby son, Ettore.

My family was with me while I worked on the Habshan 5 site in Abu Dhabi, so we decided to have our son christened there, in the United Arab Emirates.

Thanks to the efforts of Antonino Corti, Logistics & Administration Manager, and Fausto Chiaruttini, Site Manager, we were able to celebrate Holy Mass in the small yet lovely site church, in the presence of the Bishop of Abu Dhabi and a great many colleagues and worshippers who flocked to this extraordinary event.

My wife and I were touched to the core by the way everybody jumped in to help us organize the service. And seeing the entire community there, a harmonious mingling of Christians, Muslims and Buddhists, struck a chord deep in our hearts. A Christian baptism in the desert of a Muslim country is a rare sight indeed, and the whole atmosphere is even more special, when you live in a community where friendship transcends the boundaries of religion and ethnicity.

This intensely emotional memory will certainly remain imprinted on the hearts and minds of both me and my wife, thanks to the amazing people who wanted to share such an important and joyous family moment with us.

Little Ettore is named after his grandfather, Walterâ&#x20AC;&#x2122;s dad and a retired employee of the Group.

43

OIL & GAS WORLD

main ongoing projects SULPHUR RECOVERY UNIT FAJA DEL ORINOCO · VENEZUELA Capacity: 4 x 1080 t/d Client: PDVSA Contract type: BEDP Contractor: KT

UNDERGROUND STORAGE STATION, WIERZCHOWICE · POLAND Capacity: Expansion to 1.2 bcm Client: PGNiG (Polish Oil & Gas Co.) Contract type: EPC LSTK Contractor: Tecnimont

SULPHUR RECOVERY UNIT; SOUR WATER STRIPPER; AMINE RECOVERY MILAZZO · ITALY Capacity: SRU 110 t/d; SWS 108 t/h; Amine recovery 160 m3/h Client: Raffineria di Milazzo (RAM) Contract type: EPC LS Contractor: KT

SULPHUR RECOVERY UNIT; TAIL GAS TREATMENT BURGAS · BULGARIA Capacity: SRU 2 x 148 t/d; TGT 296 t/d Client: OOO Lukoil Neftochim Burgas AD Contract type: EPC LS Contractor: KT

HYDROGEN PRODUCTION UNIT, CADEREYTA JIMENEZ · MEXICO Capacity: 25K Nm3/h Client: Pemex Refinacion Contract type: EPC LS Contractor: KT

TEMPA ROSSA OIL AND GAS TREATMENT PLANT, CORLETO PERTICARA · ITALY Capacity: 50K b/d crude oil treatment Client: Total E&P Italia SpA (Total Group) Contract type: EPC LSTK Contractor: Tecnimont and KT

b/d: barrels per day bcm: billion cubic metres BEDP: basic engineering design package bpsd: barrels per stream day EPCM: engineering, procurement and management of construction LNG: liquefied natural gas LS: lump-sum LSTK: lump-sum turnkey MMKcal/h: million kilocalories per hour Mmscfd: million standard cubic feet per day NGL: natural gas liquids PDH: propane dehydrogenation EPC: engineering, procurement and construction EP: engineering, procurement Nm3/h : normal cubic metres per hour > 1000 ¤mn 500 to 1000 ¤mn 200 to 500 ¤mn < 200 ¤mn

44

SULPHUR RECOVERY UNIT, HYDROGEN PRODUCTION UNIT AND COCKER HEATER MOSTOROD · EGYPT Capacity: 320 t/d; H2 100K Nm3/h; Heater duty: 41 MMKcal/h Client: Egyptian Refinery Company Contract type: EP LS Contractor: KT

HYDROGEN PLANT AL DAURA · IRAQ Capacity: 4K Nm3/h Client: Midland Refineries Co. (Iraqi state company for oil projects) Contract type: EPC LS Contractor: KT

MODULARIZED HYDROGEN PRODUCTION PLANT, PERM’ RUSSIAN FEDERATION Capacity: 40K Nm3/h Client: 000 Lukoil Permnefteorgsintez Contract type: EP and Supply LS Contractor: KT

NAGRP/AGRP REVAMPING PROJECT, MAA REFINERY · KUWAIT Capacity: 230 mmscfd gas treatment, including 78K b/d acid condensate treatment Client: KNPC Contract type: EPC LSTK Contractor: Tecnimont

INTEGRATED GAS DEVELOPMENT PROJECT, HABSHAN (ABU DHABI) · UAE Capacity: Gas treatment plant (2,150 mmscfd acid gas treatment between lean and rich gas) NGL production (1,200 t/d), sulphur recovery (5,200 t/d in four trains) Client: GASCO Contract type: EPC LSTK Value: approx. US$4.7 bn (Maire Tecnimont Group share: 50% - JV with JGC Corp.)

Contractor: Tecnimont

YANBU REFINERY EXPANSION PROJECT: STEAM REFORMER LUBEREF YANBU · KINGDOM OF SAUDI ARABIA Capacity: 60K Nm3/h Client: Samsung Engineering Co. Ltd Contract type: EP LS Contractor: KT

BREAKING NEWS 10.02.2014 - The Group announces the awarding of an EPC LSTK contract for the realization of a new Hydrocraker Complex in the refinery of Limbé for SONARA. The project will be executed in consortium and the contract value pertaining to the Group is approx. US$612 million out of US$715 million.

45

FERTILIZERS The Group provides a wide and integrated range of services, from feasibility studies to basic engineering, from selecting technology to developing lump-sum turnkey projects.

Thanks to the acquisition of Stamicarbon in 2009, the Group is a benchmark player in the development of ammonia-urea E&C projects, ensuring for our clients the best technologies available on the market.

Since 1924, the Group has completed 95 ammonia plants and 68 urea plants, mainly in India, the Middle East, Russia, China, and South America.

Ammonia Plant, Nangal (Punjab) â&#x20AC;&#x201C; India

46

THE FERTILIZER VALUE CHAIN

47

MAIRE TECNIMONT EXPERIENCE IN FERTILIZER PLANTS Maire Tecnimont Groupâ&#x20AC;&#x2122;s experience in fertilizer technologies dates back to the 1920s through its predecessor Montecatini. That is when Giacomo Fauser began production of ammonia by the direct reaction of hydrogen and nitrogen in a especially designed vessel whose concept is still used in modern ammonia synthesis reactors.

From the 1930s to the 1950s, Fauserâ&#x20AC;&#x2122;s team in the Montecatini Research and Development Centre G. Donegani developed original processes for the manufacture of all fertilizers in use at that time. These were implemented by Montecatini in its own factories and were also sold worldwide through its engineering division, which later on became Tecnimont, one of the main operating companies of our Group.

At the beginning of the 1960s, when fertilizer plant capacities increased from hundreds to a thousand and more tonnes/day, Montedison, the successor of Montecatini, focused on the development of single-stream, large-capacity ammonia and urea plants. Many plants were sold worldwide by Tecnimont at that time, notably in Italy, India, Russia and other former Soviet republics.

In the 1970s and 1980s, Montedison and Tecnimont focused their efforts on developing a low-energy, high-capacity urea process, which was subsequently licensed in Italy, China and Poland.

In the 1990s, as part of the rationalization of the Italian fertilizer industry, Montedison sold all its fertilizer plants, and the relevant technologies, to Enichem. This left Tecnimont temporarily without access to fertilizer technology. The Company decided to continue its fertilizer plant contracting business based on first-class third-party technologies, notably Kellogg Brown & Root for ammonia and Stamicarbon for urea.

Tecnimont became an approved contractor for both companies.

Maire Tecnimont acquired Stamicarbon in 2009, enlarging its intellectual property expertise and adding technology licensing to its traditional engineering and construction activities. The Dutch company began life in the 1940s as the licensing subsidiary of DSM (Dutch State Mines), at first selling licences for coal-washing plants and then entering the chemical sector in the 1950s, licensing urea processes. This rapidly became Stamicarbonâ&#x20AC;&#x2122;s most important activity and then its pivotal activity by the end of the 1980s, when it ceased to offer mineral technology. Stamicarbon is acknowledged today to be the world leader in the design and innovation of urea plant technology.

Maire Tecnimont Group is proud to combine the expertise and innovation skills of these two great companies, Tecnimont and Stamicarbon, in its ammonia-urea E&C and licensing activities.

Ammonia Plant in Gorlovka (former Soviet Union, today Ukraine) built in 1933 by Montecatini

48

MAIN LICENSORS – FERTILIZERS TECHNOLOGY

LICENSOR

COUNTRY

AMMONIA

KELLOGG BROWN & ROOT

USA

UREA

STAMICARBON

THE NETHERLANDS

UREA GRANULATION

STAMICARBON UHDE FERTILIZER TECHNOLOGY

THE NETHERLANDS THE NETHERLANDS

UAN

STAMICARBON

THE NETHERLANDS

NITRIC ACID

BOREALIS (FORMER GPN)

FRANCE

AMMONIUM NITRATE

BOREALIS (FORMER GPN)

FRANCE

CARBON DIOXIDE RECOVERY

MHI

JAPAN

SINCE

1924

95 68 AMMONIA

PLANTS

U

R

E

A

PLANTS

Urea Plant, Sluiskil – The Netherlands

49

FERTILIZERS WORLD main ongoing projects

FERTILIZER COMPLEX IOWA · USA Capacity: Ammonia plant 2.2K t/d; urea plant 2K t/d; utilities and offsite units Client: Orascom Construction Industries (OCI) Contract type: Licensing, Engineering and Procurement Contractor: Tecnimont (ammonia plant) Licensor: Stamicarbon (urea plant)

GROUP LEADERSHIP IN FERTILIZERS LICENSING Through its subsidiary, Stamicarbon, based in the Netherlands, the Group is the world market leader in the development and licensing of patented urea technology.

Stamicarbon’s main activities comprise licensing of new urea plants and revamps of existing ones, procurement and supply of high-end critical equipment, provision of full life-cycle support services, and project development.

Over 250 urea plants around the world have used or are currently using our technology.

UREA TECHNOLOGY USA Type: Urea 2000Plus® Pool Condenser Client: CF Industries (Donaldsonville, LA and Port Neal, IA) Contract type: L and PDP Licensor: Stamicarbon

UREA PLANT SLOVAKIA Type: Urea Licensing Client: Duslo AS, Sala Contract type: L, PDP Licensor: Stamicarbon

UREA TECHNOLOGY USA Type: Urea 2000Plus® Pool Reactor and Granulation Client: Koch Nitrogen Contract type: L and PDP Licensor: Stamicarbon

UREA PLANT RUMANIA Type: Urea Licensing /Granulation Client: Azomures Contract type: L, PDP and ES Licensor: Stamicarbon

UREA TECHNOLOGY BRAZIL Type: Urea 2000Plus® Pool Condenser Client: Petrobras Contract type: L, PDP and ES Licensor: Stamicarbon

LSTK: lump-sum turnkey EPCC: engineering, procurement, construction and commissioning

PDP: process design package L: licensing ES: equipment supply

200 to 500 ¤mn Current Stamicarbon license For more details on Stamicarbon technology, please see pag. 54

50

FERTILIZER COMPLEX, ASWAN EGYPT Capacity: Ammonia plant 1.2K t/d; urea plant 1,575 t/d; urea granulation plant 1,575 t/d; utilities and offsite facilities Client: KIMA Contract type: EPCC LSTK Contractor: Tecnimont (ammonia plant) Licensor: Stamicarbon (urea plants)

UREA TECHNOLOGY AZERBAIJAN Type: Urea 2000Plus® Pool Reactor /Granulation Client: SOCAR Contract type: L, PDP, basic engineering and ES Licensor: Stamicarbon

UREA TECHNOLOGY PEOPLE’S REPUBLIC OF CHINA Type: Urea 2000Plus® Pool Condenser Client: Hulunbeier Contract type: L, PDP and ES Licensor: Stamicarbon

UREA TECHNOLOGY PEOPLE’S REPUBLIC OF CHINA Type: Urea 2000Plus® Pool Condenser Client: Inner Linggu Chemical Industry Co. Contract type: L, PDP and ES Licensor: Stamicarbon

UREA TECHNOLOGY BANGLADESH Type: Urea 2000Plus® Pool Reactor and Granulation Client: BCIC Contract type: L, PDP and ES Licensor: Stamicarbon

UREA PLANT IRAQ Type: Urea Licensing Client: State Company Fertlizer North Area (NFC) Contract type: L, PDP and ES Licensor: Stamicarbon

UREA TECHNOLOGY TURKMENISTAN Type: Urea 2000Plus® Pool Condenser Client: Turkmenhimiya State Concern Contract type: L and PDP Licensor: Stamicarbon

UREA TECHNOLOGY PEOPLE’S REPUBLIC OF CHINA Type: Urea 2000Plus® Pool Condenser Client: Erdos, Chemical Industry Group Co Ltd Contract type: L, PDP and ES Licensor: Stamicarbon

UREA TECHNOLOGY PEOPLE’S REPUBLIC OF CHINA Type: Urea 2000Plus® Pool Reactor Client: Hengang Huahe Coal Chemical Contract type: L and PDP Licensor: Stamicarbon

UREA TECHNOLOGY PEOPLE’S REPUBLIC OF CHINA Type: Urea 2000Plus® Pool Reactor Client: Shaanxi Shanhua Chemical Fert.

Contract type: L and PDP Licensor: Stamicarbon

AMMONIA PLANT NANGAL (PUNJAB) · INDIA Capacity: 950 t/d Client: National Fertilizers Ltd Contract type: EPCC LSTK Contractor: Tecnimont (Consortium with Tecnimont ICB)

BREAKING NEWS 20.01.2014 – The Group announces new contracts for Engineering Works of an ammonia and an ammonia-urea plant in Saint Petersburg region and Stavropol region respectively, Russian Federation, as well as an agreement for EPC direct negotiation for one of the two plants. The client is EuroChem Mineral and Chemical Company.

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OTHER ACTIVITIES

Coal Power Plant, Pecem – Brazil

POWER The Group can count on considerable expertise and experience in the engineering and design of advanced electricity generation projects in Italy and abroad. Our skills embrace combined-cycle gas turbines, cogeneration, coal-and biomass-fired plants; electricity generating units forming part of Maire Tecnimont’s oil & gas, petrochemicals and fertilizer projects; electricity distribution networks for civil and industrial use; and district heating systems.

The Group also provides clients with consultancy and due diligence services, along with feasibility studies and front-end engineering design. Our high-level engineering services match the use of resources to the specific needs of the projects. We deliver reliable facilities based on the most advanced technologies with the minimum environmental impact, thus ensuring that energy costs remain low throughout the supply chain and minimizing the impact on final consumers.

We also have considerable experience in alternative energy, from design and engineering to operation and maintenance of biomass plants. The Group is also active in other forms of renewable energy, including the development of thermodynamic solar energy generation, in which we are increasing our worldwide presence.

IMPORTANT AWARD IN DOMINICAN REPUBLIC The Group, through its subsidiary Tecnimont, in consortium with Construtora Norberto Odebrecht S.A and Ingenieria Estrella S.R.L., has been awarded in December 2013 the Punta Catalina project in the Dominican Republic. It relates to the realization of an industrial complex of strategic importance for the Country’s development and Tecnimont, as strategic technology partner, will execute Engineering services and Procurement for the power block, air quality treatment system and control system, along with Commissioning Services. The Client is CDEEE, the Dominican Republic’s state energy holding and the contract value pertaining to the Group is US$690 million.

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Ethiad Railway network, Habshan, Ruwais, Shah - UAE

INFRASTRUCTURE & CIVIL ENGINEERING Through its subsidiary Tecnimont Civil Construction (TCC), the Group participates in infrastructure and civil engineering projects as an engineering company and as a main contractor. Our services cover the whole range from conceptual studies through detailed design to high-quality project and construction management.

The Group deploys advanced know-how and an integrated multidisciplinary approach in the design and construction of transport infrastructure, specifically high-speed railways and mass transport systems. These include projects in complex areas or critical geological conditions, where we leverage our skills in environmental engineering. TCC also has proven expertise in the design and construction of complex civil and industrial buildings as hospitals.

TCCâ&#x20AC;&#x2122;s leadership in high-speed railways is based on its experience in the design of more than a third of the high-speed network currently in operation in Italy. TCC is also developing the design for the high-speed rail link that will connect Turin (Italy) and Lyon (France). In Abu Dhabi, TCC is part of a consortium handling the first 266 km-stage of the new Etihad Rail Network, linking the Habshan industrial site with the cities of Shah and Ruwais, in a fast-track project. The Company has unique experience in the design and construction of underground metro systems. The most recent example is the delivery of the full integrated design for the 17 km double-tunnel Cityringen metro line in Copenhagen (Denmark). TCC also built the first fully automated driverless metro system in Italy, the Turin VAL System, in joint venture with Siemens. This innovative project included the development of a proprietary telecommunications system.

In addition to its proven capability in delivering large and complex schemes, TCC is developing innovative and pioneering engineering solutions through partnerships with major Italian universities and other important companies and institutions.

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TECHNOLOGY & LICENSING Maire Tecnimont Group, through its leading technology provider Stamicarbon, has a clear vision and high ambition with regard to licensing activities. It continues to be the global market leader in the development and licensing of patented urea technology, in which it has over 65 years' experience, having licensed over 250 grass-roots plants and completed more than 90 revamping projects worldwide.

Our main activities are the licensing of new and the revamping of existing urea plants, procurement and supply of high-end critical equipment, and the provision of full life-cycle support services.

Licensing commercializes the know-how developed and patented over the years as a result of R&D activities and experience of plant operations. This protects the industry’s need for access to the most reliable, cost-efficient and environment-friendly technologies and related services that a licensor and its partners can offer.

Reliable and durable equipment is integral to the success of urea production. As an example, 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.

Full life-cycle support entails such diverse services as feasibility studies for revamping and debottlenecking projects, equipment and plant inspections, troubleshooting and optimization of operating conditions, plant operator training, and sale of urea coating agents for product quality improvements.

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® featuring the acclaimed pool reactor or pool condenser technology, Stamicarbon fluid-bed granulation, Safurex® duplex stainless steel, ammonia emission incineration technology, and extremely low-emission scrubbing technologies.

Market The global urea market is growing at 3-4% annually. This means that around seven new plants need to be built worldwide each year. In addition to fertilizers, growth is also coming from non-fertilizer applications such as cattle feed, urea- and melamine-formaldehyde resins, de-NOx agents and cosmetics. Stringent new NOx regulations for diesel engines are being implemented around the world, leading to increased demand for urea in NOx reduction. Stamicarbon has thoroughly investigated all the requirements of this application and has designed a cost-effective, tailor-made solution for new and existing customers that guarantees the highest quality product.

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TECHNOLOGY & LICENSING: MAIN PROJECTS UNDER REALIZATION TYPE OF PROJECT

LOCATION

CLIENT

CONTRACT TYPE

UREA 2000PLUS POOL CONDENSER TECHNOLOGY

BRAZIL PEOPLE’S REPUBLIC OF CHINA

PETROLEO BRASILEIRO SA (PETROBRAS) HULUNBEIER

PEOPLE’S REPUBLIC OF CHINA

INNER LINGGU CHEMICAL INDUSTRY CO.

PEOPLE’S REPUBLIC OF CHINA

ERDOS, CHEMICAL INDUSTRY GROUP CO LTD TURKMENHIMIYA STATE CONCERN

LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING AND PDP

®

TURKMENISTAN USA

CF INDUSTRIES (DONALDSONVILLE LA AND PORT NEAL IA)

LICENSING AND PDP

AZERBAIJAN

SOCAR

BANGLADESH EGYPT

BCIC KIMA

PEOPLE’S REPUBLIC OF CHINA PEOPLE’S REPUBLIC OF CHINA USA USA

HENGANG HUAHE COAL CHEMICAL SHAANXI SHANHUA CHEMICAL FERT. OCI NITROGEN (IFCO) KOCH NITROGEN

LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING, PDP LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING AND PDP LICENSING AND PDP LICENSING, PDP LICENSING AND PDP

GRANULATION TECHNOLOGY

BANGLADESH RUMANIA EGYPT USA

BCIC AZOMURES KIMA KOCH NITROGEN

LICENSING, PDP LICENSING, PDP LICENSING AND PDP LICENSING AND PDP

REVAMPING/ DEBOTTLENECKING UREA PLANTS

IRAQ RUMANIA

STATE COMPANY FERTILIZER NORTH AREA (NFC) AZOMURES

SLOVAKIA

DUSLO AS, SALA

LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING, PDP AND EQUIPMENT SUPPLY LICENSING AND PDP

UREA 2000PLUS® POOL REACTOR TECHNOLOGY

TECHNOLOGY & LICENSING: COMPLETED PROJECTS TYPE OF PROJECT

LOCATION

CLIENT

CONTRACT TYPE

UREA 2000PLUS® POOL CONDENSER TECHNOLOGY

ALGERIA PEOPLE’S REPUBLIC OF CHINA

SORFERT INNER MONGOLIA BODASHIDI

LICENSING, PDP LICENSING, PDP AND EQUIPMENT SUPPLY

UNITED ARAB EMIRATES

RUWAIS FERTILIZER INDUSTRIES

LICENSING AND PDP

UREA 2000PLUS® POOL REACTOR TECHNOLOGY

RUSSIA

JSC CHEROPOVETSK AZOT

LICENSING AND PDP

REVAMPING/ DEBOTTLENECKING

BELARUS CROATIA EGYPT

GRODNO AZOT INA PETROKYMIJA

LICENSING AND PDP LICENSING AND PDP

EGYPTIAN FERTILIZERS COMPANY (2 PLANTS)

LICENSING AND PDP

THE NETHERLANDS PAKISTAN

OCI NITROGEN PAK AMERICAN FERTI

LICENSING AND PDP LICENSING AND PDP

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Patents and technologies Maire Tecnimont Group is committed to innovation and technology development. We own more than 90 patent families registered in many countries around the world, with a total of over 1,000 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 PER 31.12.2013

UREA TECHNOLOGIES POLYMER TECHNOLOGIES (NYLON 6, NYLON 6.6 AND PET) OIL & GAS INFRASTRUCTURE AND POWER GENERATION SYNGAS AND BASE CHEMICAL PRODUCTION

STAMICARBON MTIC/NOY ENGINEERING MTIC/TECNIMONT GROUP MTIC/TECNIMONT MTIC/KT

908 12 10 8 82

The Group has leadership in licensing and supplying SRU ancillary units and to its proprietary technologies for gas sweetening and tail gas treatment (RAR technology) and it can also provide customized engineering solutions in compliance with the most stringent environmental regulations.

Sustainability Maire Tecnimont relies on open innovation for technology solutions. For that we use our extensive networks, engaging people of diverse disciplines in diverse companies that think out of the box and are also willing to share their insights. Serendipity adds extra value: the results of such cooperation are often more than the sum of the efforts spent separately. Whilst open innovation needs to generate revenue and profit, it often goes hand in hand with sustainability.

One example of a new sustainable development, and of One Company thinking as well, is the integration of KTâ&#x20AC;&#x2122;s incineration and de-NOx system in Stamicarbonâ&#x20AC;&#x2122;s urea plant design. This eliminates ammonia emissions from the urea melt plant entirely and thereby renders urea plant operation free of any toxic emissions. In this way, Stamicarbon has developed a very cost-effective and environmentally friendly alternative to the ubiquitous fossil fuel-based flaring systems, whose unwanted side-effects can include acidification of the environment, greenhouse warming, the formation of tropospheric ozone, and ozone depletion. On top of that, the incineration/de-NOx system reduces investment and operating costs for the urea plant owner as well as the surface area taken up by urea plants.

Other examples of our sustainable activities include: increasing nitrogen uptake efficiency; zero ammonia and dust emissions from alternative formulations of urea-based fertilizers; minimizing carbon emissions, e.g. by using renewable raw materials for urea production; implementable concepts for urea production in developing countries.

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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.

Alliances with key customers and partnerships with major universities and independent R&D centres were established to develop leading-edge technologies. In addition, the innovation pipeline (IPL) process was rolled out across the Group, resulting in over 200 new innovation projects and more than 54 new patents in different fields. Most of these projects benefit from cross-fertilization and combine Group competencies and synergies.

MTIC IPL project review meeting, Rome

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GROUP'S RESEARCH AND DEVELOPMENT ACTIVITIES Maire Tecnimont believes that innovation is vital and continues to maintain a substantial R&D effort to ensure the Groupâ&#x20AC;&#x2122;s long-term success.

Close cooperation with universities, research centres and other industrial partners is essential to develop the new techniques and processes needed to sustain the development of the Group and nourish its value-added technology business.

Our research activities fall into two main categories: the development of new raw materials for petrochemicals production, especially from waste or by-products of existing processes; and improving the performance of current commercial technologies.

Since February 2013, through the Maire Tecnimont Innovation Centre, the Group has activated a Framework Agreement for the development of Breakthrough Innovation Projects aimed at developing environmentally sustainable technologies in CO2 recovery and in fertilizers. This agreement could help broaden the range of proprietary technologies in the Groupâ&#x20AC;&#x2122;s core businesses and strengthen the technology component in our offering.

The CO2-to-Olefins project aims to produce light olefins from CO2 by recovering carbon dioxide through catalytic processes using renewable energy sources (See page 60).

The second project, Urea in Vivo Availability Control, aims to improve the efficiency of urea uptake by crops to minimize fertilizer leaching from soil (See page 61).

This project is just one of several in the fertilizer field, one of the core businesses of the Group. Other important efforts related to urea include the development of a novel

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leak detection system, the improvement of the scrubbing system of the material reactor, further reductions in energy consumption, and the minimization of ammonia emissions from the urea melt plant.

Maire Tecnimont is also cooperating with the Polytechnic of Milan in gas treatment area, notably the development of a process for the removal of CO2 and acid components present in natural gas. This new technology could be a promising solution for gas fields hitherto seen as uneconomic.

Some other important R&D projects are funded by European Community. These include the development of a catalytic dehydrogenation process to produce propylene from propane in a membrane reactor. This is part of a wider European project coordinated by the French company, Arkema. The Group is also participating through KT in another European project led by the Dutch research centre ECN to investigate the use of palladium alloy membrane technology for the reduction of CO2 emissions in hydrogen production and process heating, with possible advantages over conventional steam-methane reforming.

Maire Tecnimont is also involved in two projects with the Italian research centre ENEA. One is for the production of syngas from natural gas and biofuels at medium temperature using a membrane reactor. The other is for the desalination of water using solar energy and molten-salt heat transfer. In cooperation with the University of Pisa, our KT subsidiary is working on the use of ionic liquids for biofuel production from algae.

The Group is also involved in research into the processing of pollutant gas emissions from industrial processes. Projects include cooperation with the University of Salerno (UNISA) on the development of catalysts for the hydrolysis and removal of carbonyl

sulphide and the conversion of hydrogen sulphide to elementary sulphur and hydrogen (more details on page 90).

In 2013 Maire Tecnimont Group invested in R&D activities approximately 造4.3 million a substantial amount of engineering hours, convinced that a commitment to research is essential to maintain a high level of competitiveness. R&D activities are mostly funded and managed by the Maire Tecnimont Innovation Centre, with a multistage review process. Part of our R&D is also supported

by European Community-funded projects (NEXT GTL, CARENA, COMETHY, MATS) and Italian national research programmes.

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CO2 TO OLEFINS PROJECT Carbon dioxide (CO2) is the final product of the most common chemical reaction, the combustion of coal, hydrocarbons and biomass to raise energy. Carbon dioxide is also sometimes present in large quantities in natural gas in gas fields throughout the world.

CO2 has historically been viewed as an inert waste product and disposed of into the atmosphere. Nowadays it is considered to be one of the principal causes of the greenhouse effect, and consequently responsible for the negative environmental issues associated with climate change.

Many efforts have been directed at trying to capture and store CO2 in geological features or under the sea.

However, one of the most innovative projects of the scientific community is to transform CO2 from a waste into an opportunity, rethinking it as a chemical for further processing, principally as a source of carbon.

CO2 could then be used to produce basic chemicals that are presently derived from petroleum, demand for which is continuously increasing.

Our CO2-to-Olefins project aims at the development of a catalytic process for the one-step conversion of CO2/H2 mixtures into valuable light olefins, the basic building blocks of the petrochemical industry. The focus is on the development of novel catalytic materials and a new process leading to high C2-C4 olefins yields in a single-stage reactor.

The total duration of the project will be approximately 36 months. It is organized into six stages, with a go/ no decision at the end of each stage. Research will focus on the analysis of the reactivity of a state-of-theart iron-based catalyst in the hydrogenation of CO2 to lower olefins and on the impact of changing process conditions on the reaction mechanism.

For the proper development of this new technology, it would also be necessary to produce the hydrogen by means of CO2-free processes (such as water electrolysis, with electricity generated by wind, solar or nuclear power). The hydrogen process is energy-intensive, so it is important to minimize the quantity of hydrogen used in the conversion reaction; the new technology seems to satisfy this requirement.

Last but not least, this new technology will allow a more sustainable and a more efficient use of resources compared with traditional petrochemical processes.

The project is managed by Tecnimont under the coordination of the Maire Tecnimont Innovation Centre (MTIC). KT - Kinetics Technology provides the technological support and review.

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UREA IN VIVO AVAILABILITY CONTROL PROJECT Urea is intensively used in agriculture as a nitrogen-based fertilizer. Nitrogen contained in urea is taken up by crops after the decomposition of urea by microbes present in the soil.

Unfortunately this process is not particularly efficient. It is estimated that on average only 50% of the nitrogen contained in urea is taken up by the plant. Such in vivo degradation is specifically due to enzymatic and chemical hydrolysis and to microbial nitrification.

Moreover, most nitrogen fertilizers are soluble in water, so their nutrient is easily lost in the soil, leading to excess consumption. It is also unlikely that the fertilizer contained in the soil can be preserved for more than a season.

The objective of the Urea in Vivo research project is to develop urea aggregates able to modify and eventually control the availability of urea in vivo, i.e. to minimize the dispersion of urea in the soil and improve the uptake by the crop.

This will be achieved by the formation and crystallization of different aggregates with different urea concentrations and the determination of the physico-chemical parameters of the aggregates. The activity will conclude with the study in vivo and/or in vitro of the urea availability in the presence of urease enzyme, nitrifying microorganisms, and of plant proactivity.

The total duration of the project is expected to be about three years. It will be divided into four activity periods, with a decision on whether to proceed further being taken at the end of each one.

The project is managed by Tecnimont under the coordination of the Maire Tecnimont Innovation Centre (MTIC), which also supplies the technological support.

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ENERGY BUSINESS DEVELOPMENT & VENTURES The new Energy Business Development & Ventures division is tasked with developing and promoting new ventures connected with the Group’s core business in order to strengthen its position in emerging new markets and business models. The EBDV division leverages our advanced technical and financial skills to promote projects in which the Group can play a pivotal role in coordinating the whole process and the various financial, institutional and technical actors involved. This activity is managed by the Project Development & Venturing Group.

The New Business Development Group, also part of the Energy Business Development & Ventures division, comprises a number of working groups charged with developing new and adjacent business areas.

Focus on Project Development & Venturing Group Project Development & Venturing (PD&V) is where the Group itself initiates projects, bringing together investors and resources to establish a company to build and operate a plant. It entails the strategic development, from concept to execution, of large-scale projects in oil & gas, petrochemicals and fertilizers in order to add value to Maire Tecnimont Group’s core businesses (E&C and Technology) and to secure for the Group a strategic shareholding in the projects.

Our long-established presence in core markets means that we can mobilize investors from among a network of oil and gas companies, plant operating companies, traders, consultants, industry bodies and many other stakeholders to support these aims.

PD&V’s strategy is to: Generate revenues for the Group’s E&C and Technology businesses by creating exclusive/ preferred positioning in projects; Create access to new geographical markets for the E&C and Technology divisions by project development; Secure (local) strategic alliances and partnerships for future project development initiatives.

The PD&V concept consists of several key stages in which Maire Tecnimont plays different roles in the process of value creation.

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DEVELOPER

CONTRACTOR

SHAREHOLDER

Contracting Partnering & Venturing

Ideation & Definition

Feasibility & Validation

Execution

Operation & Capitalization

Front-End Engineering Design (FEED)

Key activities for PD&V in Oil & Gas, Petrochemicals and Fertilizers include: Initiating and developing new project development opportunities; Securing the commitment of partners with complementary skills; Developing feasibility studies and coordinating FEED studies; Securing relevant contracts and MOUs (e.g. for feedstock supply, offtake, EPC); Developing financial models and business/investment cases; Securing equity and debt financing in cooperation with partners; Determining the optimal financial, legal and fiscal structure for the project; Leading the due diligence team to assess venturing opportunities; Representing the Groupâ&#x20AC;&#x2122;s interests as a Board Member in portfolio companies; Proactively exploring and developing venturing opportunities in adjacent business areas; Developing strategic partnerships and alliances for future project development.

The PD&V group has a multidisciplinary approach and acts as a link between Maire Tecnimont Group divisions (E&C and Technology) and functional departments (e.g.

Commercial, Technology, Engineering, Corporate Finance) to combine, leverage and reinforce the Groupâ&#x20AC;&#x2122;s key and unique competences.

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CONTRIBUTING TO RESPONSIBLE CITIZENSHIP RESPONSIBLE VALUE CREATION BY INTERACTING WITH STAKEHOLDERS THE GROUP'S DEFINITION OF LOCAL CONTENT SUSTAINABILITY AND SOCIAL INITIATIVES

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03

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RESPONSIBLE VALUE CREATION

BY INTERACTING WITH STAKEHOLDERS Responsibility implies involvement, commitment and awareness of our role in a complex society and of the impacts on others of our business. Maintaining a fair relationship with the other citizens of our world is the key to sustaining business solidity in the long term and to protecting value for our stakeholders.

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Employees Besides the usual channels of communication between management and employees, a wider Group engagement survey on internal issues, the Your Voice project, was established in mid-2013. The survey, which involved all Group employees in Italy and abroad, received a total of 2,633 responses from 66% of the workforce.

The questionnaire was structured with the support of employees from different countries, through pre-survey focus groups aiming at identifying the most relevant topics.

In addition, action planning workshops were held after the survey, to communicate the results, gather bottom-up proposals and keep the communication channel open after the Your Voice survey. Follow-up initiatives are currently in progress. A number of other “climate analysis” and focus groups, whose main purpose is to gather opinions and suggestions from employees on specific topics, are convened every year by Group subsidiaries.

Clients The Group aims to reinforce its long-term relationships with clients, based on mutual acknowledgement and trust, to develop projects on a win-win basis. We are committed to fully understand clients’ needs in order to serve them properly with quality and fairness. In 2013 we focused on early involvement in investment initiatives with a number of new clients in areas such as feasibility studies, technology selection and project finance. In this way, our clients were able to benefit more efficiently and from an early stage from the combined expertise of the various partners in the process. We also maintained continuity of contact through more than 50 client visits throughout the world and numerous meetings in Group premises.

Financial Community A continuous and transparent relationship with the financial community is one of the Group’s strategic priorities. Such a relationship should not be one-sided, but should provide a forum to exchange views and improve both parties’ mutual understanding. On its part, Maire Tecnimont is committed to providing the financial community with reliable, complete and timely information on its business.

The Group’s top management and our Investor Relations department maintain direct and constant relations with investors.

In addition to our four quarterly results conference calls, we participate regularly in road shows and one-on-one meetings with analysts and investing institutions.

We are also committed to providing analysts with high-quality, public detailed financial information to enable them to develop reliable forecasting models. Such information contains key data on the business and the Group’s prospective performance.

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Suppliers The Maire Tecnimont Group regards its suppliers and contractors as essential partners in achieving the high-level performance we deliver on projects. We are committed to selecting suppliers and contractors worldwide, based not only on an economic evaluation but also through a careful and objective assessment of criteria such as financial soundness, technical and organizational skills, ability to keep the schedule, social responsibility, and environmental awareness. The Group oversees suppliers’ commitment to sustainability by requiring endorsement and compliance to its Code of Ethics and Social Accountability Policy. A special effort is dedicated to supervising suppliers with pre-qualification questionnaires and external audits in order to verify their compliance with social accountability values. Training is also provided on social accountability, safety, environmental and quality standards in a number of our subsidiaries. In 2012-13, for example, several meetings were held with potential local suppliers of the Tempa Rossa project in Basilicata (Italy), explaining project requirements and the path to become a qualified supplier and participate to the tendering process.

Civil Society The Group’s relationship with the communities it touches is nourished at several levels. In India, where we are well established with our Tecnimont ICB subsidiary, we worked from 2010 to 2013 with the charity, Save the Children, to support education by financing the rehabilitation of public elementary schools (details on page 73). Social commitment also means donating time and know-how to local communities.

Two projects with specific groups unemployed women and young students were carried out in 2012. The initiative “Work Calls, Woman Answers” was designed to empower disadvantaged women by training them in essential employment skills (details on page 72). The other project, "Health, Safety and Environment in the Schoolbag", was dedicated to sensitizing and raising

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awareness of students at a high school in Rome on health, safety and environment issues. Both initiatives were made possible by the involvement of Maire Tecnimont employees in sharing their know-how and skills with the target groups. In addition, we continue with proactive sponsorship activities in Italy and abroad to promote culture and sport, as well as encouraging cultural interchange and the development of international relationships.

HABSHAN 5: THE BEST GAS & OIL PROJECT IN 2013 In the framework of the third ADIPEC AWARDS EXCELLENCE IN ENERGY 2013, Habshan 5 Project has been recognized in November 2013 as the Best Gas & Oil Project, the most important category among the six award categories. The winners of the ADIPEC Excellence Award were chosen from 79 organizations in 22 countries.

SHARE YOUR VIEW, COMMUNICATE YOUR VISION In mid-2013 we called for all Group colleagues to contribute by sharing their personal points of view on our day-today working values. We asked our employees to give their interpretation of Group, Team, Innovation, Sustainability, Interculturality and Safety as captured by a photo camera.

Some of the most effective snapshots are included in this report.

Upper left: Usina Termoeletrica in Sao Luis do Maranhao, Brasil, by Diego Cagnoni Bottom: Organizzazione, by Filomena Castelluccio

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THE GROUP'S DEFINITION OF LOCAL CONTENT The Group has been executing construction and other projects in developing countries for several decades. As early adopters of local content practices, albeit not written into law, these countries have always invited the Group to use their domestic engineering firms and made it obligatory to procure the necessary materials locally and to use local construction firms.

The Group’s pursuit of industrial development opportunities in fast-growth regions in which it operates has led it to forge local alliances, such as the partnerships with local entrepreneurs in countries such as Saudi Arabia, Nigeria and Kazakhstan, to set up wholly owned companies in Russia and Brazil and branch offices in places like China, Abu Dhabi, Kuwait and Qatar, and to form project partnerships or consortia with local firms and suppliers.

In managing its foreign operations the Group has always given priority to the production base of the host country, even when the local content regulations were less strict.

The ability to respond to developing countries’ calls for local content, based on their legitimate desire to grow their domestic engineering, plant and components industries, has become a fundamental aspect of all the Group’s projects and has led Maire Tecnimont companies to gain significant local content experience. The setting up of engineering hubs abroad and the creation of alliances to spur the growth and acceleration of the industrialization process is our targeted response to such needs.

LOCAL CONTENT: THE NEW OPPORTUNITIES AND CHALLENGES OF INTERNATIONALIZATION The Group’s long history and progressive internationalization have enabled it to develop a high level of sensitivity in its relations with the clients, business communities and authorities of the countries in which it operates and to fully take on board their rightful expectations and requests to involve companies, suppliers from their local area.

The obligation to use local resources and supplies in projects, usually defined as “local content”, has become one of the greatest challenges facing engineering, plant and components companies operating internationally, especially in developing countries.

The need to grow the local content of these markets, by employing local managerial, engineering and manufacturing resources, has reached a level that now calls for the Group to establish local bases of operations and production. This will give it the credentials needed to bid for tenders, especially in protected sectors like oil & gas and in other strategic industries, and, equally importantly, to optimize and enhance the services provided to clients locally.

The successful delivery of more than 2,000 projects worldwide has enabled the Group to accumulate considerable experience in the use of local resources. The ongoing learning curve from projects in the former Soviet Union, Eastern Europe (where we started to work with local engineering firms in the 1960s) and projects completed in China and India in 1970-1990 has taught us how to mesh with local companies to share project execution, thereby optimizing their resources, achieving synergies and transferring managerial know-how and capabilities in full compliance with local laws, standards and regulations.

The acquisition in 1996 of 50% of an Indian engineering firm, subsequently renamed Tecnimont ICB, was the first step to establishing a significant presence in India, not only to build local content, but also because it makes economic sense to relocate high-efficiency engineering. TICB, now 100% owned by Maire Tecnimont, has a mainly Indian workforce, consisting of around 2,000 native-born engineers and technical staff. In addition to developing and delivering engineering services for the Group’s global projects, TICB operates as a stand-alone company serving India’s oil & gas, chemical and petrochemicals and power markets. TICB’s capabilities also include a division specializing in electrical and instrument assembly/ erection, making it a qualified player in the realization and delivery of turnkey projects to Indian clients.

To comply with the strict requirements of some oil & gas projects, the Group recently strengthened its Saudi Arabian engineering base, hiring local technicians and some from neighbouring areas, to work on our range of engineering projects in the Kingdom. The engineering parts of the projects awarded to Tecnimont Arabia Ltd, in fact, were almost entirely carried out in the country. In addition, most of the materials were sourced locally, the exception being certain critical and long-lead items that are unavailable there.

70

In the Basilicata region with Assoil Enhancing local content includes contributing to local development and proactively promoting training activities and know-how reinforcement. As part of the Tempa Rossa project in southern Italy, the Group decided to establish a vocational course for quantity surveyors in cooperation with the ASSOIL school in June 2013. These professionals play an important role during the construction phase of our projects. The initiative was aimed at training new qualified surveyors and promoting local employment opportunities. This is in line with the objectives of Maire Tecnimont and of Total E&P Italia, the owner of the Tempa Rossa oil and gas treatment facility.

3 QUESTIONS FOR...

Ida Leone Assoil School Director

What is the Assoil School and what are its main purposes?

The Assoil School – the School for Advanced Skills for Services in the Oil and Gas Industry – was founded in January 2011 by the equipment and services sector of Assomineraria and 16 of its member companies. It organizes training courses in oil & gas industry subjects for employed and unemployed people to help member companies find the personnel they need in their operations. Its teaching centre, which has been operating since June 2011, is situated in Viggiano, in the industrial area of Val d'Agri, near one of Europe’s largest onshore oil fields.

What kind of courses can the Assoil School offer?

The Assoil School offers both professional qualifications for existing employees of its founding partners and training courses for new entrants to the industry. In this way, it supplements local educational institutions such as secondary schools and universities. Its range of activities has also been broadened to include students from companies looking to establish operations in Val d'Agri. The school provides training courses in Plant Planning and Design, Construction, Management, Maintenance and, above all, Health and Safety.

What feedback have you had in terms of placement of your students?

The Assoil School has trained more than 1,000 people in the last two years. Some 80% were already employed in the oil and gas industry, while the remaining 20% were young, unemployed people who were interested in acquiring specific technical skills. I can say that within six months of the end of their training, around 50% of them had found a job, either locally, nationally or internationally. Assoil-trained personnel are now working for major oil companies in Italy and abroad in such roles as junior mud engineers, welders and oil & gas industry technicians. The Assoil School aims to create in southern Italy a hub of technical skills and specialization that is recognized internationally.

71

SUSTAINABILITY AND SOCIAL INITIATIVES SA 8000 CERTIFICATION In 2012 the Maire Tecnimont Group began a certification process to fulfill the requirements of the SA 8000:2008 Social Accountability Standard. Our subsidiaries KT and Tecnimont obtained their certification in the same year, while other Group companies were certified in 2013.

Each of the certified companies developed a specific plan to comply with the Standard’s basic requirements, which included broader ad hoc training initiatives on SA 8000 issues.

These included special attention to information and training for employees of diverse nationalities and cultures, changes in general conditions of supply contracts and special monitoring of subcontractors and suppliers during work execution in critical geographical areas. In many cases, the certification merely systemized procedures already adopted throughout the Company.

We have also set up specific channels to facilitate the submission of reports and/ or suggestions within the Group. These include dedicated mailboxes for senior management and worker representatives and a page on the Group website on which to report deviations from the SA 8000 standard, together with internal intranet portals accessible from both the head office and work sites.

WORK CALLS, WOMAN ANSWERS This project, initiated in 2012 by KT - Kinetics Technology and Cora Roma, a NGO offering career counseling, consisted of job placement training for women in social distress.

The KT team helped the women foster the soft skills needed to gain employment: how to write a résumé, how to manage a selection interview, and how to plan a strategy to raise their profile in the labor market.

The project was so successful that it was the winner in the eleventh edition of the Sodalitas Social Award. During the Sodalitas Social Award ceremony on 24 May 2013, Maire Tecnimont received a certificate from the selection jury as evidence of its social commitment, its project having come top of 244 competing projects from 192 companies. The project appeared as an example of best practice in the employment of young people and the promotion of job placements in the 2012 Sodalitas CSR Golden Book.

72

SCHOOLS AND EDUCATION IN INDIA In 2010-13 Maire Tecnimont Group cooperated with the charity Save the Children in a project dedicated to reducing the school dropout rate in India. In the first phase, Save the Children, supported by our Group, worked to create a more child-friendly environment in 13 primary schools of Greater Mumbai and 36 primary schools in the rural areas of Maharashtra, using the BLES (Building Learning Environment in Schools) method. 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 result was a tangible increase in pupils’ attention and engagement, leading to an improved learning level and an enhancement in child retention. The number of new enrolments also rose. In an extension of the first phase, which ended in February 2011, several dedicated learning resource centres were established to equip the children with educational kit, books and school materials.

In the second phase (July 2011 to September 2013), the scope was expanded to cover another 13 primary schools in Greater Mumbai. Efforts were also directed to making the project self-sustaining in the long term. Dedicated workshops were held to train teachers and school principals in the management and maintenance of the reformed facilities, and stakeholders in the project (above all children and parents, but also local communities) were systematically kept informed of and involved in its outcomes. School management committees were trained on the BLES method and on the Right To Education Act by the local NGO, Meljol. More and more teachers and parents were involved in the coordination, monitoring and evaluation of the project, thereby raising awareness of the importance of regular school attendance and education. In addition, 26 children’s groups were trained in child protection issues (gender discrimination, sexual abuse, the right to education).

The success of the project, in terms of reduced dropout rates, makes our Group particularly proud to have worked with Save the Children during the last three years. Our donations have helped about 9,000 pupils aged 6-14 years receive better access to the tools that will make them better educated children and ultimately more aware adults.

276

CHILDREN INVOLVED IN

2012-2013

INCREASE IN NEW

ENROLMENTS

Source: Save the Children India

73

WORKING TO DEVELOP PEOPLE SKILLS TRAINING AND SKILLS IMPROVEMENT GROUP DATA ON HUMAN RESOURCES

74

04

75

HUMAN RESOURCES: OUR MAIN ASSET Engineering, technology and competitiveness in our Group depend first of all on skilled and committed human resources.

Continued all-round skills improvement and targeted development initiatives for Group employees are essential to maintain the pace of business performance and guarantee our leadership in the market.

We believe that investing in people is the best way to ensure sound results and value creation for stakeholders in the long term.

76

TRAINING AND SKILLS IMPROVEMENT The Maire Tecnimont Group firmly believes that its competitiveness can be enhanced by appropriate Human Resource management policies. Improving employeesâ&#x20AC;&#x2122; skills helps us meet our business objectives and promotes value creation throughout the Group.

Our training programmes are designed to develop and optimize individual knowledge, and also to promote a common business culture that embraces all our different professional competences and business areas.

Project management training initiatives play an important part in our work. We aim to develop and enhance project management skills by, amongst other things, sharing work experiences, and promoting Group integration.

The "Train the Trainers" project, completed in 2012, involved certain Group managers teaching project management courses. It enabled us to develop in-house teaching skills, in addition to passing on project management techniques learned and applied in actual examples of day-to-day business.

Maire Tecnimont also runs an annual IPMA (International Project Management Association) certification campaign for key figures working on projects and in offices. This aims to disseminate internationally certified standards and tools and to ensure external recognition of the value of internal know-how.

The Group also organizes HR development initiatives on communications, leadership, team-building, time-management, economics and finance skills and, due to our international operations, foreign language courses are set up. We also carry out specialized technical and QHSE (Quality, Health, Safety and Environment) training that is directly relevant to our core businesses.

Last, but by no means least, newly-hired young university graduates undergo an induction path aimed at familiarizing them with the main aspects of the Groupâ&#x20AC;&#x2122;s business and the markets in which we operate. Its purpose is to encourage awareness and mutual sharing of ideas, benefitting from the multinational and multicultural nature of our workforce.

Sadara Project Team at Maire Tecnimont Headquarters, Milan

77

Company welfare The Group promotes the development of various forms of welfare and supplementary health insurance systems that provide employeesâ&#x20AC;&#x2122; with a high level of welfare coverage. It also encourages contributions to insurance policies that guarantee employees the partial reimbursement of their healthcare expenses.

The Group envisages oncology and cardiology prevention programmes, guarantees regular health monitoring, and promotes annual seasonal flu vaccination campaigns for its employees.

Onsite welfare The Group is committed to ensuring for its employees the best possible onsite living conditions, in compliance with international standards, in the different social contexts in which it operates. Even in the most difficult locations, we provide accommodation and guarantee services such as a canteen, recreational areas, first aid medical assistance and transport to the nearest population centres.

In certain countries with difficult internal logistical or political issues, the Group also provides suitable security arrangements.

Support with studies Maire Tecnimont Group also helps with the training of student workers and the education of employees' children by means of study grants and prizes upon graduation.

Green mobility In order to promote sustainable, aware mobility with a lower environmental impact, the Group provides a contribution to the expenses incurred by employees for the purchase of season tickets on public transport. It also stipulates specific agreements with local and national public transport companies.

Diversity The Group regards the cultural and religious diversity of its workforce as one of its strengths, and actively encourages the expression of these diverse characteristics.

"Developing the next generation of determined people to bring in to Tecnimont Group and to create history" TICB family pic-nic of Piping Department, by Subramaniam Ravichandran

78

EMPLOYEE-FRIENDLY HEADQUARTERS The new Headquarters of Maire Tecnimont Group in Milan, at Centro Direzionale Garibaldi, represents a new concept of working space that combines functionality, contemporary design and environmental sustainability. The complex has been designed internally to ensure comfortable offices and flexible common areas for Group employees and their business partners. Its external design, identified by an eye-catching shimmering and sparkling glass façade, is intended to reflect solar rays and optimize natural light. Thanks to the creative use of technology, the internal climatic conditions adjust according to the weather to ensure maximum comfort for those inside. The complex incorporates the latest bioclimatic technology solutions, including a geothermal system, the use of electricity generated by photovoltaic panels, natural ventilation ducts and bioclimatic greenhouses. This results in an eco-compatible building with very low energy and fossil fuel consumption and a minimal impact in terms of CO2 and micro-particles emissions. Its position at the centre of one of the main transport hubs in Milan - at the intersection of urban, regional and national transport networks â&#x20AC;&#x201C; ensures easy access to the office and allows employees to reduce significantly their travel time.

79

GROUP DATA ON HUMAN RESOURCES BREAKDOWN OF EMPLOYEES

No.

%

4,295

NO. OF EMPLOYEES OF WHICH, FEMALES

780

18%

OF WHICH, FEMALE

% FEMALE

BY CATEGORY

BREAKDOWN OF EMPLOYEES BY CATEGORY

No.

%

MANAGERS

426

10%

26

6%

MIDDLE MANAGERS

1,534

36%

217

14%

WHITE COLLAR

1,932

45%

533

28%

BLU COLLAR

403

9%

4

1%

4,295

100%

780

TOTAL

The classification "Managers" and "Middle Managers" does not reflect Italian National Labour Contracts, but is based on parameters to identify domestic and international Management and Middle Management employees, applied to Italian and foreign managerial employees.

BREAKDOWN OF EMPLOYEES BY GEOGRAPHIC AREA

No.

%

1,903

44%

REST OF EUROPE

386

9%

ASIA

1,978

46%

26

0.61%

AFRICA

2

0.05%

TOTAL

4,295

100%

No.

%

PERMANENT CONTRACTS

3,879

90%

TEMPORARY CONTRACTS

416

10%

4,295

100%

ITALY

SOUTH AMERICA

BREAKDOWN OF EMPLOYEES BY TYPE OF CONTRACT

TOTAL

80

ORGANIZATION ON WORKING HOURS

No.

%

PART TIME EMPLOYEES

67

2%

FULL TIME EMPLOYEES

4,228

98%

TOTAL

4,295

100%

BREAKDOWN OF EMPLOYEES BY AGE

No.

%

<30

731

17%

2,735

64%

829

19%

4,295

100%

31 - 50 >50 TOTAL BREAKDOWN OF EMPLOYEES

BY EDUCATION

No.

VS TOTAL HC%

OF WHICH, ENGINEERING DEGREE

VS TOTAL GRADUATES

UNIVERSITY DEGREE

2,323

54%

TOTAL

2,323

54%

1,755 1,755

76% 76%

BREAKDOWN OF EMPLOYEES

BY PROFESSIONAL CATEGORIES

EMPLOYEES (AVERAGE DATA 2013)

ENGINEERING

2,119

OPERATIONS

958

TECHNICAL AREA (OTHERS)

409

SALES

126

CORPORATE AND ADMINISTRATIVE STAFF

709

TOTAL

BREAKDOWN OF EMPLOYEES BY NATIONALITY ITALY REST OF EUROPE ASIA

4,320

% 44% 7% 47%

SOUTH AMERICA

1%

AFRICA

1%

TOTAL

100%

81

COMMITTED TO PROTECTING HUMAN AND ENVIRONMENTAL RICHNESS HSE MANAGEMENT SYSTEM MANAGING ENVIRONMENTAL IMPACTS ENVIRONMENTAL VALUE ENGINEERING

82

05

83

PROMOTING HEALTH AND SAFETY, MINIMIZING OUR ENVIRONMENTAL FOOTPRINT Maire Tecnimont Group devotes special attention to safeguarding the health and safety of its employees and to improving environmental performances of its business. Promoting safe and healthy working conditions in offices and especially at construction sites is a commitment to which we pay particular attention. We regard this as the key to creating value for our stakeholders and ensuring the long-term health of our business. Our target is a zero-accident safety record, and our training, preventive and protective approach contributes to a safety performance that is significantly better than international standards.

84

HSE MANAGEMENT SYSTEM Maire Tecnimont Group has a long-established commitment to Health, Safety and the Environment. We are dedicated to the continual development of our established HSE policy and practices.

A tailored HSE management system is integrated into the business as an essential element of our mission. The Group strongly believes that good HSE management means good project management and can clearly contribute to improving our corporate performance.

Each operating company in the Group establishes, documents, implements and maintains a proper HSE policy that incorporates the principles laid down at Group level. Each HSE policy is established to promote increasing efficiency in controlling and managing HSE issues during the engineering, procurement, construction and commissioning stages of our projects.

The HSE Management System adopts the same approach and translates it into specific actions: Identification of hazards and environmental issues; Evaluation of risks and environmental impacts; Action planning; Auditing and verification.

Corporate Top Management regularly reviews the performance of the HSE Management System to confirm or update the HSE policy and to review or to consolidate management procedures or specific improvement objectives.

Maire Tecnimont Group uses the main performance indicators defined by OSHA (the US Occupational Safety and Health Administration), together with detailed company safety statistics, to monitor the trends in its site safety performance. This serves to identify areas for improvement and to promote continuously a strong HSE approach on worksites.

Trends shown by these indicators can be compared with internationally recognized benchmarks, such as those provided annually by the International Association of Oil & Gas Producers (OGP) for EPC contractors.

Among the most important OGP indicators are LTIR (number of lost-time injuries/ manhours worked per 1,000,000 exposure hours), TRIR (number of recordable workplace injuries/manhours worked per 1,000,000 exposure hours) and FAR (number of fatalities/manhours worked per 100,000,000 exposure hours).

The following data show that the Groupâ&#x20AC;&#x2122;s safety performance is significantly better than the applicable OGP benchmark and continues to improve. The overall number of manhours worked is also reported in order to define the extent of work monitored by the HSE Management System.

85

MAIRE TECNIMONT GROUP SAFETY INDICATORS INDICATOR

2009

2010

2011

2012

2013

Total number of man-hours worked (x 1,000)*

82,922 1.21

57,054 0

93,528 1.07

114,771 0

57,905 1.73

Lost - Time Injury Frequency (LTIF)

0.110

0.020

0.030

0.015

0.015

Total Recordable Injury Rate (TRIR)

0.630

1.030

0.590

0.240

0.085

Fatal Accident Rate (FAR)

*Contractor and Subcontractors worked hours

TOTAL RECORDABLE INJURY RATE** 10.00 1.89

1.81

1.88

1.90

TRIR

1.00 0.63

1.03 0.59 0.24

0.10

0.09

0.01 2009 Oil & Gas Producers

2010

2011

2012

2013

Maire Tecnimont Group

LOST TIME INJURY FREQUENCY** 1.00

LTIF

0.46

0.10

0.42

0.43

0.11

0.02

0.01 2009 Oil & Gas Producers

2010

0.03

2011

Maire Tecnimont Group

**Safety Performance Indicators referring only to Construction Sites Please note that OGP reference data for 2013 are not yet available

86

0.49

0.015

0.015

2012

2013

Health and Safety Initiatives Health campaign at the OPaL projects, India TICB/Tecnimont conducted a preventive health campaign for workers and staff at the polypropylene and HDPE/LLDPE swing units being built for OPaL at Dahej, Gujarat State. Both projects are located in the Special Economic Zone SEZ 1 in Dahej.

This additional medical surveillance was d edicated i n part icular to empl oye e s involved in working at height and in equipment operations and welding activities. More than 200 people were involved, mainly subcontractorsâ&#x20AC;&#x2122; personnel.

The initiative is in line with the HSE commitment of TICB/Tecnimont to create an incident- and injury-free worksite.

HSE reporting in 2013: the remarkable example of the NAGRP/AGRP site in Kuwait HSE reporting at Group sites is one of the monitoring activities aimed at summarizing all the initiatives developed during the year to implement the Group HSE Management System. We aim to promote a continuous improvement in site safety performance and record the important targets we reached.

These efforts were especially recognized by our client, Kuwait National Petroleum Corporation, at the NAGRP/AGRP project in Kuwait, and in October 2013 Tecnimont was named winner of the 2012/2013 Contractors Annual Safety Award survey covering all KNPC refineries.

WORLDWIDE SAFETY RECORD On 9 July 2013 the IGD Habshan 5 gas processing and treatment project in Abu Dhabi achieved a worldwide record in the Engineering & Construction sector: 100 million man-hours worked without a lost-time injury incident. This is significantly better than the average safety performance in our industry. Over 30,000 people from 35 countries and many different companies worked together as one team, caring and looking out for each other. Our Group is particularly proud of its widespread safety culture, which made possible this historical achievement. We thank each and every person who worked directly or indirectly on the project to make it a worldwide success and who supported every action to ensure the safety of all the workers on the Habshan site.

87

MANAGING ENVIRONMENTAL IMPACTS Environmental awareness is one of the building elements of responsibility. To be responsible means first of all to taking a position on sensitive issues and adopting a proactive approach to prevent or reduce potentially negative environmental impacts. Maire Tecnimont Group makes a special effort in this regard. Our Environmental Management System, certified as per ISO 14001:2004, has enabled us to develop, implement, monitor and continually improve our HSE culture, organization and consequent operations and is a cornerstone of our wider Health, Safety and Environmental Policy.

The commitment to minimizing our environmental impact is also reflected in our development and promotion of more sustainable technologies – lower-energy and loweremission processes – to our clients.

In waste management, Maire Tecnimont Group has implemented a comprehensive end-toend office waste collection, outsourcing the work to a qualified external contractor. This is not only in compliance with applicable regulations and standard requirements but is also fully integrated in the continual improvement approach. That is why the Group also encourages its employees to use paper and printers more judiciously and also promotes wider use of public transport.

EVERYDAY MONITORING OF PAPER CONSUMPTION In order to raise awareness of the environmental impact of everyday office activities, we began in 2013 to send every employee a monthly summary of their paper consumption and the associated CO2 emissions.

This is in addition to our normal recycling of office wastes. We also suggest several ways in which each employee can reduce their environmental footprint. In this way, we believe that an accumulation of many small steps will contribute to a tangible reduction in the Group’s overall impact on the environment.

88

ENVIRONMENTAL VALUE ENGINEERING Maire Tecnimont has a long-established Environmental Policy, which aims to monitor and continuously improve the environmental performance in Group offices and construction sites. It also covers the entire materials supply chain, as well as subcontractors. The policy evolved through the implementation of the Group Environment Management System, according to ISO 14001:2004.

The Group shares the objectives of governments and other bodies around the world in wanting to control and reduce environmental pollution, and all our feasibility studies and process designs are aimed at achieving that end. In KT - Kinetics Technology, the Group employs a technique called Environmental Value Engineering to improve our service to clients. For a new project where we license or contribute to the technology – Basic Design, FEED, or EPC – we conduct a critical examination of the flow scheme to identify every possible waste of energy and other resources, and to minimize any other environment impacts.

Reducing energy waste and heat emissions increases the efficiency of a plant, providing a clear economic benefit for the operator. Moreover, the importance of such measures is growing, since clients nowadays expect plants to operate for 25-30 years.

Maire Tecnimont believes that Environmental Value Engineering is both mandatory for client satisfaction and provides an opportunity to enhance the Group’s design standards.

A recent example of this approach was in one of the most important oil and gas projects in the Mediterranean area. The FEED design foresaw an average electricity consumption of about 34 MW, with the installation of three gas turbines for power generation.

As a result of Environmental Value Engineering, the following design changes were made: substitution of hot oil by steam as the heating medium of the plant, allowing the heat recovery units to produce high-pressure steam; use of high-pressure steam to produce 7.2 MW of power in a steam turbine generator and also to reduce electricity consumption by about 2.2 MW via the substitution of electrical heaters by shell and tube heat exchangers. The turbine exhaust steam is subsequently used as the heating medium in the rest of the plant; application of ‘pinch analysis’ to the dew-point control flow scheme, rationalizing the cold recovery inside the unit. This led to the size of the propane compressor being reduced by approximately 50%, from 2.4 MW to about 1.2 MW. Thanks to these measures, the plant’s expected power demand was reduced by around 30% (10.5 MW) to about 24 MW, providing significant cost savings for the client.

From the environmental point of view, the reduction in electricity demand means lower fuel consumption and reduced emissions of CO2. In a conventional power plant, each kilogram of fuel gas burnt produces approximately 2.75 kg of CO2. Considering that the heating value of fuel gas is about 11,000 kcal/kg, the changes mean that expected CO2 emissions were reduced by 50,000 tonnes/year.

89

KT SULPHUR RECOVERY UNITS AND ENVIRONMENTAL SUSTAINABILITY Sulphur dioxide (SO2) is recognized as a major contributor to acid rain, which can have harmful effects on plants, aquatic animals and humans, and can also corrode steel structures and stone statues. The product is subject to very stringent emission standards and monitoring requirements worldwide. Sulphur recovery units (SRUs), which produce sulphur from SO2, have traditionally been regarded as waste disposal units, but have gradually become an integral part of many industrial complexes, often governing whether or not other units are allowed to operate.

Maire Tecnimont Group, through KT - Kinetics Technology, is a leading designer, licensor, technology provider and specialized EPC contractor of SRUs. Our plants incorporate the latest technology to optimize sulphur recovery and protect the environment by minimizing SO2 emissions. In particular KT contributed significantly to the Habshan 5 project by designing its sulphur recovery equipment, some of the largest in the world.

Our proprietary RAR (Reduction, Absorption, Recycle) technology, which is widely recognized as a Best Available Technique, is capable of achieving the maximum sulphur recovery demanded by the market. It is fully compliant with World Bank regulations that limit SO2 emissions to a maximum of 150 mg/Nm3 in exhaust gases from the SRU stack.

Recognizing that SO2 emission limits will become even more stringent in future, KT is developing a novel process to convert hydrogen sulphide into hydrogen and liquid sulphur, instead of SO2 and liquid sulphur, by partial oxidation. The new process is an important focus of our activity because it could lead to the goal of zero emissions to the atmosphere.

A distinguishing feature of the new process is its use of environmentally friendly and profitable technology, which could drastically reduce SRU operating and investment costs.

Collaboration with research institutes and universities in this important field of activity is essential. KT has a long-lasting and fruitful cooperation with the University of Salerno (UNISA), whose facilities and expertise are recognized as the best in European academia in the field of sour gas heterogeneous catalysis.

One of the biggest thermal incinerator at world level, Habshan 5 project, UAE

90

GROUP TECHNOLOGY TO REDUCE AMMONIA EMISSIONS Among the examples of the Group’s technological commitment is the integration of KT’s incineration and de-NOx system into Stamicarbon’s urea plant design. This eliminates ammonia emissions from the urea melt plant entirely and thus renders urea plant operation free of any toxic emissions. The Group has developed a very cost-effective and environmentally friendly alternative to the ubiquitous fossil fuel-based flaring systems, whose unwanted side-effects can include acidification of the environment, greenhouse warming, the formation of tropospheric ozone, and ozone depletion. On top of that, the incineration/de-NOx system reduces investment and operating costs for the urea plant owner as well as the surface area taken up by urea plants.

91

OUR FIGURES

92

93

GROUP FINANCIAL DATA 路 REVENUES IN 陇 MILLION

1,656*

2013

2,187

2012

OIL, GAS AND PETROCHEMICALS POWER

2,646

2011

INFRASTRUCTURE AND CIVIL ENGINEERING

*Revenue trends are in line with the new technology-driven strategy having a different mix of products fostering marginality

2013 REVENUES: BREAKDOWN BY SECTOR

3% 18% 79%

Power Infrastructure & Civil Engineering Oil, Gas & Petrochemicals

2013 REVENUES AND BACKLOG: BREAKDOWN BY AREA 15%

ITALY EUROPE EU EUROPE NON EU

6%

28%

14%

5% 7%

21%

MIDDLE EAST

43%

10%

THE AMERICAS OTHERS

94

21% 13% 17%

REVENUES BACKLOG

GROUP FINANCIAL DATA · BACKLOG IN ¤ MILLION

3,482

2013

5,244

2012

OIL, GAS AND PETROCHEMICALS POWER

4,853

2011

INFRASTRUCTURE AND CIVIL ENGINEERING

2013 BACKLOG: BREAKDOWN BY SECTOR

15% 14% 71%

Power Infrastructure & Civil Engineering Oil, Gas & Petrochemicals

2013 BACKLOG: BREAKDOWN BY TYPE OF CONTRACT** IN ¤ MILLION

1,697

1,048

235 2,980 EPC

EP

E

**Excluding the Infrastructure B.U.

95

SHAREHOLDER NOTEBOOK There was a very positive change (382%) in the Group’s market capitalization, which increased from ¤130,451,250 to ¤498,009,825 from 31 December 2012 to 31 December 2013. The share price performance was significantly influenced by the following factors: a ¤15,277,500 increase in share capital contributed by Arab Development Establishment (ARDECO), a strategic partner, on 11 June 2013. ARDECO subscribed for 1,697,500 ordinary shares at a price of ¤9.00 per share; a ¤134,703,680 share capital increase open to all shareholders on 25 July 2013. The adjustment factor connected with this operation is 0.25807407; renewed interest by the national and international financial community following completion of the financial restructuring and the announcement of the new Group strategy.

MAIRE TECNIMONT SHARE PERFORMANCE VS BEUOILS INDEX IN 2013 2.0 Debt Agreement Signing

1.8

Q3 Results Capital Increase Closing

1.6 Capital Increase Announcement

1.4

PRICE IN ¤

1.2 1.0 0.8 0.6 0.4 10-16 May Pre-marketing Roadshow

0.2

Major Banks' Coverage Restarted

Capital Increase and entry of new shareholders

0.0

Jan

Feb

MT IM Equity

Mar

Apr

May

June

July

Aug

Sept

Oct

Nov

Dec

BEUOILS Index

The chart shows that Maire Tecnimont stock overperformed Bloomberg's Oil & Gas Services (BEUOILS), comprising the main shares of Europe, the Middle East and Africa, by 98.0%.

96

The number of ordinary shares in issue declined from 322,500,000 on December 2012 to 305,527,500 on 31 December 2013. Ten old shares were consolidated into one new share on 10 June 2013 and 273,277,500 new shares were issued in the capital raising. The daily average trading volume in 2013 was 2,562,310 new shares, at an average price of ¤1.1969 per share.

NUMBER OF SHARES AND FREE FLOAT

31/12/2013

NUMBER OF ORDINARY SHARES

305,527,500

FREE FLOAT, NUMBER OF SHARES

106,875,000

% FREE FLOAT

PRICE OF ORDINARY SHARES ON THE MILAN STOCK EXCHANGE, IN €

34.98%

01/01 - 31/12/2013

MAXIMUM (14 MAY 2013)

1.7897

MINIMUM (16 JULY 2013)

0.589

AVERAGE

1.1969

END-PERIOD (31 DECEMBER 2013)

1.6300

MARKET CAPITALIZATION (AT 31 DECEMBER 2013)

498,009,825

97

INCOME STATEMENT 2013

2012

1,572,928 83,245 1,656,173

2,135,277 51,559 2,186,836

(526,884) (679,801) (252,151) (81,238) (1,540,074) 116,099

(834,555) (1,019,376) (282,365) (209,735) (2,346,031) (159,195)

(20,339) (2,889) (2,907)

(17,411) (2,513) (8,275)

89,964

(187,394)

4,221 (44,777) 709

5,669 (50,776) (46)

50,117

(232,547)

(32,774)

24,840

PROFIT (LOSS) AFTER TAX

17,343

(207,707)

ATTRIBUTABLE TO: GROUP MINORITY INTERESTS

16,952 391

(207,609) (98)

0.06 305,528 0

(0.64) 322,500 0

EURO '000 REVENUES OTHER OPERATING REVENUES TOTAL REVENUES RAW MATERIALS AND CONSUMABLES SERVICES PERSONNEL COSTS OTHER OPERATING EXPENSES TOTAL COSTS EBITDA AMORTIZATION AND DEPRECIATION WRITE-DOWN OF BAD DEBTS INCLUDED IN NWC PROVISIONS FOR RISKS AND CHARGES EBIT FINANCIAL INCOME FINANCIAL CHARGES GAIN / (LOSSES) ON INVESTMENTS PRE-TAX PROFIT TAXES

DATA PER SHARE: NET INCOME PER SHARE NUMBER OF SHARES OUTSTANDING (THOUSANDS) NUMBER OF TREASURY SHARES

98

BALANCE SHEET EURO '000

2013

2012

PROPERTY, PLANT AND EQUIPMENT GOODWILL OTHER INTANGIBLE ASSETS INVESTMENTS IN ASSOCIATED COMPANIES FINANCIAL INSTRUMENTS - DERIVATIVES OTHER NON-CURRENT FINANCIAL ASSETS OTHER NON-CURRENT ASSETS DEFERRED TAX ASSETS

34,970 291,754 25,223 2,750 263 15,086 60,122 86,710

45,342 301,754 28,803 5,772 10 13,065 60,510 99,890

TOTAL NON-CURRENT ASSETS

516,878

555,146

INVENTORIES CONSTRUCTION CONTRACTS TRADE RECEIVABLES CURRENT TAX ASSETS FINANCIAL INSTRUMENTS - DERIVATIVES OTHER CURRENT FINANCIAL ASSETS OTHER CURRENT ASSETS CASH AND CASH EQUIVALENTS

140,134 293,896 413,031 125,477 415 17,282 139,613 194,187

162,017 242,013 451,014 137,484 866 44,017 151,203 433,347

1,324,035

1,621,960

101,916 (84,889)

169,934 (96,153)

1,857,940

2,250,887

19,690 224,698 59,477 0 (1,737)

16,125 83,045 61,730 0 (1,592)

TOTAL CURRENT ASSETS NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE ELIMINATIONS OF ASSETS FROM AND TO ASSETS HELD FOR SALE TOTAL ASSETS SHARE CAPITAL SHARE PREMIUM RESERVE 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 TOTAL SHAREHOLDERS' EQUITY

302,128

159,307

(285,573) 16,952 33,507 1,688

(73,465) (207,609) (121,766) 1,089

35,195

(120,677)

FINANCIAL DEBT NET OF CURRENT AMOUNT PROVISIONS FOR RISKS AND CHARGES - OVER 12 MONTHS DEFERRED TAX LIABILITIES POST-EMPLOYMENT AND OTHER EMPLOYEE BENEFITS OTHER NON-CURRENT LIABILITIES FINANCIAL INSTRUMENTS - DERIVATIVES OTHER NON-CURRENT FINANCIAL LIABILITIES

362,766 33,109 21,854 15,213 17,206 81 0

0 35,047 21,219 15,436 18,995 1,024 0

TOTAL NON-CURRENT LIABILITIES

450,229

91,721

SHORT-TERM DEBT PROVISIONS FOR RISKS AND CHARGES - WITHIN 12 MONTHS TAX PAYABLES FINANCIAL INSTRUMENTS - DERIVATIVES OTHER CURRENT FINANCIAL LIABILITIES CLIENT ADVANCE PAYMENTS CONSTRUCTION CONTRACTS TRADE PAYABLES OTHER CURRENT LIABILITIES

152,707 0 38,321 6,909 9,741 114,681 289,849 660,791 93,999

687,890 150 44,345 9,829 10,738 279,916 310,006 771,636 104,803

1,366,998

2,219,313

90,407 (84,889)

156,684 (96,153)

1,857,940

2,250,887

TOTAL CURRENT LIABILITIES LIABILITIES DIRECTLY ASSOCIATED WITH NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE ELIMINATION OF LIABILITIES TO AND FROM ASSETS / LIABILITIES HELD FOR SALE TOTAL EQUITY AND LIABILITIES

99

CASH FLOW STATEMENT EURO '000 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD (A)

NET INCOME ADJUSTED FOR: • AMORTIZATION AND WRITE-DOWNS OF INTANGIBLE ASSETS • DEPRECIATION AND WRITE-DOWNS OF NON-CURRENT TANGIBLE ASSETS • PROVISIONS • (REVALUATIONS) / WRITE-DOWNS • FINANCIAL (INCOME) / CHARGES • INCOME AND DEFERRED TAXES • CAPITAL (GAINS) / LOSSES • (INCREASE) / DECREASE IN INVENTORIES • (INCREASE) / DECREASE IN TRADE RECEIVABLES • (INCREASE) / DECREASE IN RECEIVABLES FOR CONSTRUCTION CONTRACTS • INCREASE / (DECREASE) IN OTHER LIABILITIES • (INCREASE) / DECREASE IN OTHER ASSETS • INCREASE / (DECREASE) IN DEFERRED TAX LIABILITIES • INCREASE / (DECREASE) IN TRADE PAYABLES • INCREASE / (DECREASE) IN PAYABLES FOR CONSTRUCTION CONTRACTS • INCREASE / (DECREASE) IN PROVISIONS (INCLUDING POST-EMPLOYMENT BENEFITS) • INCOME TAX PAID CASH FLOW FROM OPERATIONS (B) (INVESTMENT) / DISPOSAL IN/OF NON-CURRENT TANGIBLE ASSETS (INVESTMENT) / DISPOSAL IN/OF INTANGIBLE ASSETS CHANGE IN GOODWILL ACQUISITION OF COMPANIES (OR BUSINESS LINES) NET OF CASH AND CASH EQUIVALENTS ACQUIRED (INVESTMENTS) / DISPOSAL IN/OF ASSOCIATED COMPANIES INCREASE / (DECREASE) IN OTHER INVESTMENTS (INVESTMENT) / DISPOSAL IN/OF SUBSIDIARIES - NET OF CASH CASH FLOW INVESTMENTS (C)

INCREASE / (DECREASE) IN BANK OVERDRAFTS CHANGES IN FINANCIAL LIABILITIES (INCREASE) / DECREASE IN SECURITIES / BONDS CHANGES IN OTHER FINANCIAL ASSETS / LIABILITIES CAPITAL INCREASE - NET OF CHARGES INCREASE IN SHARE PREMIUM ACCOUNT OTHER RESERVES DIVIDEND PAYMENTS CASH FLOW FROM FINANCING (D)

TOTAL INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (B + C + D)

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A + B + C + D)

CASH AND CASH EQUIVALENTS FROM ASSETS AVAILABLE FOR SALE AND DISCONTINUED OPERATIONS CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD AS PER FINANCIAL STATEMENTS

100

2013

2012

433,347

550,104

17,343

(189,851)

13,613 6,725 5,797 (709) 40,555 32,774 (218) 21,883 37,984 (56,083) (13,982) 4,572 0 (276,080) (20,156) (3,907) (2,579)

10,894 6,946 13,489 46 45,224 (56,040) (85) 172,400 (46,351) 90,433 111,695 30,281 0 (415,060) 98,617 (8,201) (1,522)

(192,468)

(137,086)

(565) (2,533) 0

(1,990) (1,625) 0

0 892 824 0

0 (190) 0 0

(1,382)

(3,807)

(136,024) (60,949) (4,557) 14,118 143,217 0 0 0

(67,775) 87,250 2,374 3,985 0 0 0 0

(44,195)

25,834

(238,045)

(115,058)

195,302

435,045

1,115

1,698

194,187

433,347

LIST OF ABBREVIATIONS AGRP: acid gas removal plant CAGR: compound annual growth rate CEO: chief executive officer CFO: chief financial officer E&C: engineering and construction EBITDA: earnings before interest, tax, depreciation and amortization EP: engineering, procurement EPC: engineering, procurement and construction EPCC: engineering, procurement, construction and commissioning EPCM: engineering, procurement and management of construction FAR: fatal accident rate FEED: front-end engineering design G&A: general and administrative GDP: gross domestic product HDPE: high density polyethylene HSE: health, safety and the environment IGD: integrated gas development IPL: innovation pipeline JV: joint venture LCBR: low cis-butadiene rubber LDPE: low-density polyethylene LLDPE: linear low-density polyethylene LNG: liquefied natural gas LSTK: lump-sum turnkey LTI: lost-time injury Mmscfd: million standard cubic feet per day NFP: net financial position/net financial debt NGL: natural gas liquids Nm3/hour: normal cubic metres per hour 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 SRU: sulphur recovery unit TRIR: total recordable incident rate

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GROUP OFFICES WORLDWIDE HEADQUARTERS

EUROPE

Registered Office Viale Castello della Magliana, 75 00148 Rome – Italy P +39 06 602161 F +39 06 65793002 info@mairetecnimont.it

Bulgaria 8000 Burgas - P. Box 8104 Territory of Lukoil Neftochim Burgas AD Refinery

Operative Headquarters* Via Gaetano de Castillia, 6A 20124 Milan – Italy P +39 02 63131 F +39 02 63139002 info@mairetecnimont.it Stamicarbon Mercator 3 6135 Kw Sittard - The Netherlands 6160 AB Geleen - The Netherlands P.O. Box 53 P +31 46 4237000 F +31 46 4237001 info@stamicarbon.com KT - Kinetics Technology Viale Castello della Magliana, 75 00148 Rome – Italy P +39 06 602161 F +39 06 65793002 info@kt-met.it

Croatia c/o TMF Croatia d.o.o Podružnica Zagreb Radnicka cesta 80 10000 Zagreb P +385 1 4802050 F +385 1 4802051 Germany TPI - Tecnimont Planung und Industrieanlagenbau GmbH Neue Straße 20 38100 Braunschweig P +49 531/2 34 40-201 F +49 531/2 34 40-151 info@tpi-gmbh.com Poland Al. Wojska Polskiego 27 m 26 01-515 Warsaw P +48 22 8699945 F +48 22 8699948 Za Grobla Street 3/4 m 36 61/860 Poznan P/F +48 61 6393691 pe.poznan@kt-met.it Slovakia Namestie 1. maja 18 Bratislava 811 06 Spain Calle Doctor Fleming, número 3, 9º 28036 Madrid Sweden c/o TMF Sweden Ab – Solna Strandvag 78, 3tr 171 54 Solna P +46 8 50521357 F +46 8 50521347 c/o TMF Sweden AB Rosenlundsgatan 54 118 63 Stockholm

*Maire Tecnimont, Tecnimont, Tecnimont Civil Construction offices 102

Switzerland TWS SA Via L. Taddei, 13 6962 Viganello Lugano P +41 91 9735660 F +41 91 9735669 info@tws-sa.ch United Kingdom MET T&S Ltd. Suite 4 Claridge House 32 Davies Street London - W1K 4ND info@met-ts.co.uk

NORTH AFRICA Egypt 14 Geziret El Arab Street Mohandseen, Giza Cairo P +20 22 2909549 F +20 22 909553 Libya Abdurrahman Addakhil Street Hay Alandolus Tripoli

ASIA 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 Ashoka Hotel Room No. 201-202, 50 B Chanakyapury New Delhi 110 021 P +91 11 241023338

People’s Republic of China Silver Tower - Unit 617 2, Dongsanhuan Beilu 100027 Beijing P +86 10 64106290/64106292 F +86 10 64106291 c.cai@tcmbj.com

Al Mukmal Plaza 5th floor - Office no. 51B Palestine Street P.O. Box 23448 Jeddah 21426 P +966 2 6686112 F +966 2 6672110

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 chenggang.zhang@stamicarbon.com

Prince Mohammed Bin Fahad bin Abdulaziz Road P.O. Box 859 Damman 31421

NORTH AMERICA

Kuwait c /o KPPC Aromatics Project Office Equate Petrochemical Complex Shuaiba Industrial Area P +965 23262138 F +965 23263668

United States of America Tecnimont USA Inc. 555 San Felipe Road Houston Texas 77056

Iraq Operative Offices Hay Al Nidhal, Mahala 103 Zuqaq 49, House 21 Baghdad

Tecnimont Branch Office c/o Belin McCormick Law Firm 666 Walnut Street, Suite 2000 Des Moines Iowa 50309

Iran Flat n. 7, Bldg. N. 330 Kolahduz Street Kaveh Cross Road 1943683461 Tehran P +98 21 2257 9665 F +98 21 22574177 tecnimont@tecnimontiran.com

MIDDLE EAST REGION Main Group Offices United Arab Emirates Electra Road Al Nowais Building P.O. Box 51120 Abu Dhabi P +971 2 6450988 F +971 2 6447553 tecabd@emirates.net.ae Kingdom of Saudi Arabia 16/F Al Hugayet Tower P.O. Box 30924 Al Khobar 31952 P +966 3 8496300/400/800 info@tecnimontarabia.com.sa

Qatar 42 Mohd. Bin Ishaq Street Doha

RUSSIA AND CASPIAN REGION Main Group Offices Russian Federation Naberezhnaya Tower, Block B, floor 8 Presnenskaya Naberezhnaya 10, 123317 Moscow P +7 495 730 63 14 F +7 495 730 63 13 tcmru@tcmru.ru

Kazakhstan 18 Turan Avenue Block B Astana, 010000

SOUTH AMERICA REGION Main Group Offices Brazil Avda. Paulista 1106, 4˚p.

Bela Vista, CEP 01310-100, São Paulo, SP - Brazil P +55 11 21753900 F +55 11 21753952 Operation Offices Chile Avda. Vitacura, 5250 Of. 208 CP 7630225 Santiago de Chile P +56 2 8992800 F + 56 2 3713626 Mexico Montes Urales 415-3A Lomas de Chapultepec C.P. 11000, México D.F. Avda. Paseo de la Reforma 222 Piso 24 C.P. 11000, México D.F.

SUB-SAHARAN AFRICA REGION Main Group Offices Nigeria 57 b, Lobito Crescent Wuse 2, Abuja P/F +234 9 4612456 techninigeria@yahoo.com Cameroon KT Cameroun SA P.O. Box 590 Limbè

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Edited by Maire Tecnimont Public Affairs & Communication Supervision: Carlo Nicolais, Head of Public Affairs & Communication Graphic Design: Maire Tecnimont Public Affairs & Communication, M&C Saatchi Photos: Maire Tecnimont Image Bank, Shutterstock, Sibur (page 12), Max Peef (page 21) Printing: SERVIF RR Donnelley June 2014 Printed on FSC Mix paper from responsible sources 104

2013 GROUP REPORT

FURTHER BEYOND

The historical roots of the Group are linked to the pioneers of the chemicals and hydrocarbon processing industries through its different subsidiaries in Europe.

Tecnimont, based in Milan, is the main EPC Contractor of the Group, with more than 100 years of history in chemicals and petrochemicals.

Tecnimont inherited the legacy of Giulio Natta, the scientist who first synthesized polypropylene, originally known as “the Italian plastic”.

KT Kinetics Technology, based in Rome, has more than 40 years’ experience as process engineering contractor in the oil & gas industry.

Stamicarbon, based in The Netherlands, is the licensing company of the Group. With roots going back to the 1920s, it first established its name in urea technology. Since the 1950s Stamicarbon has helped lay the foundations of the world’s large-scale urea industry.

2013 GROUP REPORT

www.mairetecnimont.com

FURTHER BEYOND

Think about 4,300 highly skilled professionals operating throughout the entire chain of the oil & gas processing, petrochemicals and fertilizer industries.

Think about a multinational and multicultural team of experienced personnel offering clients end-to-end tailor-made solutions to realize complex projects on a local content basis.

This is Maire Tecnimont Group.

An industrial leader in Engineering & Construction, Technology & Licensing, and Energy Business Development and Ventures.

Listed on the Milan Stock Exchange since 2007, the Group is among the top-ranking worldwide engineering contractors. www.mairetecnimont.com