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FACTS & FIGURES

07

CONTENTS

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Chairman's Statement

2

Organisation and Profile

8

2007 Highlights

12

Customer Focus, Quality & HSE

18

International Engineering Centres

26

Chemicals & Petrochemicals

36

Oil & Gas

48

Power

54

Infrastructure and Civil Engineering

60

Corporate Governance

68

Shareholder Notebook

79

Consolidated Financial Statements 2007

80


1. CHAIRMAN’S STATEMENT

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MAIRE TECNIMONT GREW EXPONENTIALLY IN ORDER TO RESPOND TO THE STRONG DEMAND FOR ITS SERVICES We believe that the outlook for our reference markets remains highly promising

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Financial year 2007 was important in terms of the earnings results, operating performance, and commercial successes achieved, as well as the listing on the stock market. The latter must be considered a success, considering that it was undertaken during a period of considerable financial market volatility. We promoted the listing as a way of comparing ourselves, and being compared, with the competition. It has yielded increased international visibility for the Company, further solidified our capital structure, and laid the foundations for the Group's future growth.

Maire Tecnimont Group's revenues nearly doubled in 2007, climbing to €1,981 million, up 87% compared to €1,060 million for the previous year. This significant growth is due primarily to projects awarded in previous years, in particular the start of the execution phase of the Borouge 2 project. EBITDA rose to €142.5 million, up by 51.3% from €94.2 million in 2006. This result was influenced by one-off non-operating costs associated with the stock market listing amounting to €8.7 million. EBITDA, adjusted for this one-off expense, reached €151.2 million (+61%) and equalled 7.6% of revenues, as opposed to 7.2% unadjusted. The Group's net profit reached €73.2 million, up 143% on the €30.1 million recorded in 2006, due in part to a significant decrease in the effective tax rate to 40% from 50%. Maire Tecnimont grew exponentially in order to respond to the strong demand for its services. The Group currently operates in 24 countries on four continents and controls 34 companies, 18 in Italy and 16 abroad. In order to satisfy operating requirements, our workforce expanded by more than 800 in 2007 to reach 3,800 at the year-end, more than half of whom are employed outside Italy.

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Fabrizio Di Amato - Chairman & CEO

This translated into a 25% increase (to five million) in Process & Engineering man-hours carried out by the Group. This growth also requires increased professional training of employees, particularly younger employees, both in Italy and abroad.

Particularly noteworthy is Maire Tecnimont's commitment to workplace safety. The Company's lost time injuries rate, a benchmark in workplace accident analysis, is one-tenth of the Oil & Gas industry international average. The most important projects successfully completed in 2007 include NATPET in Saudi Arabia, Nizhnekamsk in Russia, and the Turin underground railway, Italy's first fully automated underground system using VAL (Automated Light Vehicle) technology.

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Moreover in 2007 the Group significantly increased its presence outside Italy, thereby confirming its development strategy and exploiting its leadership position to seize the great opportunities that emerged in the engineering sector in its traditional areas of operation: the Middle East, the former Soviet Union, and Latin America.

The most important projects awarded in 2007 include the Borouge 2 contract (Chemicals and Petrochemicals) with a value of over US$1.8 billion, the largest contract in the Group's history. In addition, the Power Business Unit won two projects in Chile, Colbun and Bocamina, with a combined value of US$800 million (Maire Tecnimont's share). In total, new orders received in 2007 amounted to €2,573 million (€2,834 million in 2006), while the order portfolio reached €4,196 million at 31 December 2007 (€3,768 million in 2006), hitting a peak of €5,323 million at 30 June 2007. Turning to future prospects, we believe that the outlook for our reference markets remains highly promising.

The current trend of investments in power and the oil & gas production chain gives rises to excellent growth prospects in the Middle East, in Latin America and in Asia, including countries of the former Soviet Union. Our competitive positioning should allow us to play an even more important role in the development of these areas. As evidence of the demand for power projects, the Group was awarded contracts for the construction of two electric power plants in Brazil in January 2008. The Group's share of these contracts totals approximately €780 million. The financial year 2007 certainly marked a crucial stage in Maire Tecnimont Group's growth. We aim to continue along this same path towards success in years to come by consolidating our presence in traditional areas of operation, opening up new markets, and extending our expertise beyond the current service offer.

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Lastly, we hope to continue the fruitful relationship between the Group and its shareholders that began with the listing. To realize the full potential offered by the bright business prospects open to us will require additional commitment and spirit of all our employees and managers. We will need to grow professionally and numerically and work well together as a solid team to reach these ever higher goals. I personally look forward to the challenge, confident that the Group is capable of world class excellence in executing engineering projects the world over.

Sincerely,

Fabrizio Di Amato Chairman of the Board of Directors

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2. ORGANISATION AND PROFILE

8


WE ARE A LEADING ENGINEERING AND CONSTRUCTION GROUP OPERATING WORLDWIDE IN THE CHEMICALS AND PETROCHEMICALS, OIL & GAS, POWER, CIVIL ENGINEERING AND INFRASTRUCTURE FIELDS The Group combines high quality and planning standards with a focus on multicultural and environmental issues

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Maire Tecnimont is a leading Engineering and Construction Group operating worldwide in the Chemicals and Petrochemicals, Oil & Gas, Power, Civil Engineering and Infrastructure fields. The Group's success and reputation have been achieved due to its strong technology orientation as well as its advanced skills in Project Management, Engineering, Procurement and Construction services for the implementation of complex projects worldwide. It has developed and demonstrated significant expertise in managing large EPC projects on a turnkey basis in different geographical locations. The Group combines high quality and planning standards with a focus on multicultural and environmental issues. With a presence in four continents and 24 countries, the Group currently owns 34 operating subsidiaries and can rely on a workforce of about 3,800 employees, more than half of whom are outside Italy.

GROUP STRUCTURE Maire Tecnimont SpA is the parent company of the Group, focusing on strategy, coordination and supervision of the following corporate areas: administration, finance & control; human resources, organisation & IT; strategic marketing & special initiatives; procurement. Furthermore, Maire Tecnimont directly undertakes the following functions: legal, internal auditing, external communication, and investor relations.

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Tecnimont SpA is the operating company with primary competences in: Chemicals and Petrochemicals More than 120 polypropylene and polyethylene plants delivered worldwide, representing a market share of approximately 30% of global installed capacity in the last six years,1 making it the market leader

Oil & Gas Over 80 projects related to LNG terminals and storage tanks, representing a world market share of 22%.2 Tecnimont has additional competences in the LNG chain and oil refineries

Maire Engineering SpA is the operating company with primary competences in: Power 20 power plants delivered in Italy and 15 abroad, with more than 7,400 MW installed capacity

Infrastructure and Civil Engineering Designed approximately 37% of the Italian high-speed railway lines now under construction3

1 Source: Maire Tecnimont estimates based on the following publications: European Chemical News, Chemical Week, Chemical Systems, Modern Plastics, Asian Chemical News and Hydrocarbon Processing. The database does not include feasibility studies. 2 Source: The Drewry Annual LNG Shipping Market Review and Forecast 2006. 3 Source: Maire Tecnimont estimates based on http://tav.ferroviedellostato.it (with reference to high-speed rail kilometres realised and under construction in Italy up to April 2007).

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3. 2007 HIGHLIGHTS

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THE INTERNATIONAL FINANCIAL COMMUNITY SHOWED GREAT APPRECIATION FOR OUR SIGNIFICANT GROWTH ACHIEVED OVER THE PAST TWO YEARS The Borouge 2 project is the Group's largest-ever contract

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JANUARY ITALY

MARCH SWEDEN

JUNE ITALY

MT was awarded the extension of the Turin metro line. The new route includes six stations as well as five intermediate pits, a double track tunnel that will be excavated using an Earth Pressure Balanced (EPB) Tunnel Boring Machine (TBM) and further auxiliary works.

MT signed a contract with Borealis for a 350,000 tonnes/year low density polyethylene (LDPE) plant to be built at Stenungsund, based on Basell's Lupotech T technology. The Group's scope of work covers Engineering, P ro c u re m e n t a n d C o n s t r u c t i o n Management services up to mechanical completion.

MT launched an urban recovery project involving a new residential and commercial complex on an 18,000 sq. metres area in the city of Salerno, southern Italy. The former industrial area is owned by the Amato family, among the Italian leaders in pasta production. Bio-architecture, alternative energy and innovative materials are the main elements of the project.

FEBRUARY ALBANIA

APRIL UAE

JULY CHILE

MT signed an EPC contract with KESH, the Albanian Electro-Energy G o v e r n m e n t A u t h o r i t y , fo r t h e realization of a gas turbine combined cycle power plant of 100 MW in Vlore, southern Albania. This is the first big infrastructure project in the power sector in Albania in 20 years.

MT signed a contract with Borouge, a joint venture between the leading plastics producer, Borealis, and the Abu Dhabi National Oil Company (ADNOC), for the construction of three polyolefin units and associated material handling facilities, laboratory facilities and marine works. This is the Group's largest-ever contract. It covers the implementation, on a lump-sum turnkey basis, of two polypropylene plants with a combined capacity of 800,000 tonnes/year and a polyethylene plant with a capacity of 540,000 tonnes/year at Ruwais, Abu Dhabi. The three plants will be based on Borealis's advanced Borstar technology.

MT was awarded contracts for the co n s t r u c t i o n o f t w o co a l - f i re d thermoelectric power stations in the Puerto Coronel area, approximately 500 km south of the capital, Santiago. The power stations will have a combined installed capacity of 720 MW.

INDIA The Group took part in the Italian institutional and economic mission to India. A Memorandum of Understanding was signed between Tecnimont and Engineers India Ltd (EIL). The MoU foresees the formation of a joint venture aimed at developing common business initiatives in the oil & gas and infrastructure sectors in the United Arab Emirates.

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MAY ITALY

ITALY

MT held its annual Convention in the Science and Technology National Museum of Milan. About 1,700 employees participated, including several hundred by videoconference from India, France and Germany, as well as by streaming on the Group intranet portal.

MT formally requests a listing on the Italian Stock Exchange (Borsa Italiana) in Milan.

In this chapter Maire Tecnimont is quoted using the acronym “MT�.


FOCUS ON Integration on Information System: SEED “Maire Tecnimont Group's new integrated information system, SEED, was launched on schedule in January 2008. It combines management and support for administration, finance and control, treasury, project control and procurement procedures, as well as project material follow-up. The system opens a door to a global vision of business, and ensures the integration and traceability of Group transactions, with major benefits in terms of efficiency and optimisation. The involvement of resources from different Group companies, especially in Italy and India, allows us to design a model which is compatible with pre-existing company procedures and to consolidate a team of highly qualified internal resources, able to support the implementation of the whole system during start-up and maintenance phases.� Franco Ghiringhelli SVP Human Resources, Organisation and ICT

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OCTOBER KAZAKHSTAN

BAHRAIN

RUSSIA

Participation in the institutional economic mission to Kazakhstan organised by the Federation of Italian Industry (Confindustria).

MT signed a contract with Gulf Petrochemicals Industry Co. for the realization of a 450 tonnes/day carbon dioxide recovery plant, which will use Mitsubishi Heavy Industries technology. The project is environmentally friendly as it reduces CO2 emissions in the framework of the global “Clean Development Mechanism”.

MT signed a contract with Tobolsk Polymer LLC for the construction of a 510,000 tonnes/year propane dehydrogenation (PDH) plant in the industrial complex of Tobolsk, Western Siberia. The plant will employ UOP's innovative Oleflex TM technology.

ITALY

ITALY - EUROPE - USA

INDIA

Inauguration of the Porta Susa-Porta Nuova extension, part of the first Italian automated underground railway system (VAL technology) in Turin. The new system guarantees many advantages in terms of passenger services (waiting times, safety standards), construction time and costs.

During 5-22 November MT's senior management undertook an equity roadshow, visiting institutional investors in Italy, other European countries and the United States. On 26 November MT's ordinary shares started trading on the Milan Stock Exchange.

MT signed an agreement to purchase the remaining 50% of the shares in its Indian subsidiary TICB, bringing its holding to 100%. This company is considered a strategically important asset for the Group.

MT obtains official authorization to publish the preliminary IPO Prospectus.

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NOVEMBER ITALY

DECEMBER ITALY

Participation in the 20th World Energy Congress Exhibition organised by The World Energy Council in Rome.

In Nola, a town near Naples, the “Vulcano Buono” mall was inaugurated. The mall provides commercial activities, leisure facilities and general services. Renzo Piano designed the facility in an ideal juxtaposition to Vesuvius, the nearby active volcano. The facility fully respects the environmental harmony of the site.


FOCUS ON Stock Exchange Listing “The listing process for Maire Tecnimont's shares on Borsa Italiana's electronic market (Mercato Telematico Azionario - MTA) was the most significant event for Maire Tecnimont in 2007. The price of shares in the Global Offering was set at €2.80 per share; the Offering was oversubscribed by 1.6 times before the green shoe option. Shares began trading on 26 November 2007. Including the green shoe option, the Global Offering amounted to €311.5 million and the number of ordinary shares placed was equivalent to 34.5% of MT's share capital. Major international institutional investors, Italian retail investors, and employees of the Group in Italy participated in the initial allotment. Thanks to a two-week roadshow organised by the Global Coordinators - Banca IMI and Lehman Brothers - the Group's senior management met with investors in the main European, North American and Middle Eastern financial capitals in November. During this time, the international financial community showed great appreciation for the significant growth achieved by the Group over the past two years as well as its future prospects. Demand for Maire Tecnimont shares was strong, especially from American, British and North European institutional investors.” Massimo Sebastiani SVP Administration, Finance and Control

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4. CUSTOMER FOCUS, QUALITY & HSE

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OUR PRIMARY CORPORATE OBJECTIVE IS TO UNDERSTAND OUR CUSTOMERS' NEEDS AND EXPECTATIONS AND TO ENSURE THAT THESE ARE SATISFIED Maire Tecnimont’s goal is to have a zero-incident, accident-free, and environment-friendly workplace

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Maire Tecnimont's primary corporate objective is to understand its customers' needs and expectations and to ensure that these are satisfied. During the lifetime of a project each operating company continuously interacts with its clients in order to ensure optimum performance and to meet the quality standards required by them. We measure customer satisfaction regularly through interviews on- and off-site and systematically analyse and discuss the results to improve constantly the quality of our activities. As an integrated group, Maire Tecnimont has adopted common quality management tools and systems with shared goals. The operating companies' management systems comply with ISO 9001:2000 and are periodically assessed by international certifying bodies (DNV, TUV) and customers. Moreover, the corporate quality managers, as management representatives, provide for the auditing of the whole system by internal qualified auditors. In 2007, more than 150 audits were completed in all operating centres (including construction sites). No major nonconformities were identified, confirming our operational targets and the performance of the system itself. Product quality is systematically measured and compared with defined performance targets through statistical data relevant to design, procurement and construction. Throughout the year, the results achieved matched targets and were well below the benchmark prevailing in the plant industry in terms of engineering reworks ratios - i.e. specific key indicators to measure the additional construction works mainly related to engineering deficiencies.

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HEALTH, SAFETY AND ENVIRONMENT (HSE)

Maire Tecnimont recognizes the Health of personnel, Safety of operations and protection of the Environment as among the highest corporate priorities, and as a major key to sustainable development. Dedicated HSE Policies are established to ensure increasing efficiency in controlling and managing HSE issues during all stages of engineering, procurement, construction and commissioning. The HSE management system is therefore integrated into the business as an essential element of management. Maire Tecnimont establishes, documents, implements, maintains and continually improves the HSE management system certified in compliance with ISO 14001:2004 and OHSAS 18001:1999 standards. Everyone at Maire Tecnimont is responsible for ensuring that the HSE Management System is functioning correctly and constantly improving. Dedicated roles, responsibilities and resources are applied to performance monitoring, reporting and training in order to enable continuous gathering of evidence to record and review actual behavior and results, effective reporting, proper follow-up and tailored corrective or enforcement actions, as required. Specific attention is provided to nearmisses and to the environmental aspects of our operations. The HSE Corporate Organisation is established as a result of policy commitment and objectives, through the responsibility of the HSE corporate manager, in order to:

support each operating location and each HSE manager in ensuring full control and implementation of the HSE management system; audit HSE performance with a view to implementing initiatives aimed at improving the system; ensure preparation and presentation of HSE plans to interested parties and to check their implementation.

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The HSE system conforms to the principles of sustainable development and is aimed directly at the prevention of incidents rather than having to react to their consequences. Tailored procedures define targets and responsibilities for each department involved in the execution of each HSE analysis or review, as well as the standard criteria to be adopted in connection with all HSE identified hazards and evaluated risks. Specific key performance indicators (KPIs) are monitored and measurable HSE targets are set for each construction site. Maire Tecnimont is committed to comply with all applicable HSE laws and regulations. These include not only internal guidelines and standards but also applicable and sustainable good management practices and best available techniques. This commitment results in a strong reduction in the consumption of natural resources and in the environmental consequences of our operations. The HSE awareness of employees is of paramount importance. To this end, we have instituted an HSE training plan to promote and enhance HSE culture and priorities and an incentive programme involving all Maire Tecnimont employees operating onsite. The programme promotes incident and accident prevention through the reporting and immediate correction of potentially unsafe conditions or operations. Awards are made every six months to employees who rank first and second in the scheme. Maire Tecnimont's goal is to have a zero-incident, accident-free, environment-friendly workplace. Our HSE performance in 2007 is evidence of our continual improvement in HSE management and control.

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Maire Tecnimont Safety 2007 (based on more than 60 million hours worked on-site abroad)

International Reference Benchmarks

KPI*

Maire Tecnimont Group Total Projects - 2007

O&G Producers 2006 Contractor data**

LTI (Lost Time Incident Rate - OSHA)

0.02

0.21

0.60

RIR (Recordable Incident Rate - OSHA)

0.24

0.65

1.80

US Oil & Gas Extraction Industry***

* KPI - Key Performance Indicator. ** Source: International Association of Oil & Gas Producers (Report No 391 June 2007), Safety Performance indicators (2006 data), Contractor aggregated data. *** Source: Bureau of Labor Statistics, US Department of Labor, aggregated data year 2003.

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Maire Tecnimont Safety 2007 (based on more than 2 million hours worked onsite in Italy)

Index

Maire Tecnimont 2007

IF (Injury Frequency Rate - INAIL)

8.59

IG (Injury Severity Rate - INAIL)

0.17

National Reference Benchmarks

Construction Industry

Manufacturing & Services Industries

56.45*

33.89**

0.77***

* Source: INAIL (National Labour Insurance Institute) aggregated data 2002-2005 (based on million hours worked onsite) for Construction Industry. ** Source: INAIL aggregated data 2002-2005 (based on million hours worked onsite) for Industry & Services sector. *** Source: INAIL aggregated data 2002-2005 (based on thousand hours worked onsite) for Manufacturing & Services Industries.

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Outstanding OutstandingHSE HSEperformance performances hashave beenbeen recorded recorded at the at Alwaha Alwaha's Site Al Jubail in Saudi site Arabia in Saudi (over Arabia 9 million (overhours 9 million without hours lost without time incident, lost timeLTI incidents ), at the- Tasnee LTI), at Tasnee's Site Al Jubail Al Jubail in Saudi siteArabia in Saudi (over Arabia 8 million (over hours 8 million without hoursLTI without ), at Yambu LTI), at NATPET NATPET's SiteYanbu in Saudi siteArabia in Saudi (the Arabia entire(the project entire completed project, over without 7 million LTI, over hours, 7 million completed hours), without at theLTI), PetroRabigh at the Petro Project Rabighinproject Saudi Arabia in Saudi (over Arabia 15 million (over 15hours million without hoursLTI), without and LTI), the QChemII and the QChemII Project inproject Saudi Arabia in Qatar(over (over8 8million million hours hourswithout withoutLTI), LTI),atand the at Fos the Terminal Fos Terminal Metanier Metanier Site insite France in France (over 4(over million 4 million hourshours without without LTI). These LTI). These performances performancesreceived receivedofficial officialcertificates certificatesofofachievement achievementfrom fromMaire MaireTecnimont Tecnimontclients. clients. The Thecontinuous continuousproactive improvement HSE Management in performance System underperformance the HSE management improvement system is also is also reflected reflected in approvals in approvals regularly obtainedobtained regularlyboth from from bothclients clientsand andfrom regulatory authorities bodies andresponsible regulatory for bodies verifying competent HSE compliance, for HSE compliance including the verification, Italian Export including Credit the Agency approval (SACE), from which the Italian requires Export full environmental Credit Agency compliance (SACE), which before requires approving full environmental finance for any compliance project anywhere before approving in the world. financing of any project in any country of the world.

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5. INTERNATIONAL ENGINEERING CENTRES

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WE OPERATE AS AN INTEGRATED GLOBAL ENGINEERING SYSTEM, LEVERAGING ON SKILLED PROFESSIONAL EMPLOYEES FROM MANY DIFFERENT CULTURES The Group offers a wide range of competences from feasibility studies to front-end engineering design, technology selection and project implementation on a lump-sum, turnkey basis

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MILAN - ITALY

Milan is the headquarters of Tecnimont SpA and the effective heart of the Group, with over 900 professional employees. Thanks to the rich heritage of high-level scientific and industrial activity dating back to the 1880s and the origins of Montecatini and Edison, the Milan centre possesses today a world class patrimony of engineering expertise, technological and process innovation, and project management capabilities. The Milan centre plays a leadership role in engineering, procurement and construction (EPC) projects in the chemicals, petrochemicals and oil & gas sectors. Chemical and petrochemical plants realised to date are mainly for polyethylene and polypropylene, ethylene oxide, ethylene glycol, propane dehydrogenation (PDH), purified terephthalic acid (PTA), ammonia and fertilisers. Key competences in oil & gas include refineries, aromatics, LNG terminals and gas processing facilities. The Group offers a wide range of competences from feasibility studies to front-end engineering design (FEED), technology selection and project implementation on a lump-sum, turnkey basis. The Milan headquarters also coordinates and supervises the activities of the Group's worldwide network of subsidiaries, branch and representative offices. This is reinforced by a global IT platform, which provides for the sharing of common tools and procedures as well as promoting greater flexibility for personnel. The Group operates as an integrated global engineering system and manages complex projects throughout the world, leveraging on skilled professional employees from many different cultures.

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TURIN - ITALY

The Turin engineering centre is one of the Italian headquarters of Maire Engineering, the Group company specializing in the design and construction of infrastructure, power plants and civil/industrial buildings. Formed in 1937 and originally called the Construction and Plant Division of Fiat SpA, then from 1972 Fiat Engineering SpA, Maire Engineering offers a wide range of engineering services for the construction of complex buildings (e.g. universities, offices and hospitals) and the redevelopment of industrial sites. Employing more than 400 staff, the centre offers customers a wealth of professional and technological experience to meet the most rigorous requirements. It combines engineering know-how with general contracting skills to ensure the completion of even the most complex projects, based on multi-disciplinary professional teams. Thanks to the 2001 acquisition of Fiat Avio Power Division, with its special know-how in state-of-theart gas turbines and power plants, the Turin centre has designed and built some of the most advanced power projects in Italy and abroad. These include simple-cycle and combined-cycle gas-fired power plants, coal-fired power plants, biomass and waste-to-energy plants, cogeneration, repowering, electrical and energy distribution systems for civil and industrial use, and district heating systems. Continuing research into the most innovative technological solutions has led to significant reductions in atmospheric emissions, conforming to the most advanced environmental regulations. In the infrastructure sector, the Turin centre plays a major role in the design and construction of transport infrastructure, such as railways (with particular reference to the development of the Italian high-speed railways), highways, motorways, tunnels and underground railways. In this sector, Turin has effectively responded to the demand for environmental sustainability, in both design and construction, by providing a full set of services, ranging from environmental impact assessments and other permitting activities to the efficient management and coordination of specialist skills.

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MUMBAI - INDIA

Headquartered in Mumbai, the business capital of India, Tecnimont ICB Pvt. Ltd. (TICB) is the Indian engineering centre of the Group. TICB was founded in 1958 by the Kapadia family. In 1996 Tecnimont acquired 25% of the company and, in 1997, another 25%. In December 2007, Maire Tecnimont, through its Tecnimont subsidiary, acquired the outstanding 50%, making TICB a wholly owned subsidiary. The acquisition of full control of TICB will permit more synergies between Group companies and also promote further growth both in India, which represents one of the most dynamic emerging economies in the world, and in the whole of Asia. In selected projects, TICB will operate as an EPC (engineering, procurement and construction) contractor without diminishing its main role as a cost-effective engineering centre at the service of the Group. TICB has support offices in New Delhi and Kolkata (India), Abu Dhabi and Dubai (UAE), Jeddah (Saudi Arabia) and Tripoli (Libya). One of the largest engineering and construction organizations in India, it offers a wide range of services to the refinery, polymers, petrochemicals, fertilizer, chemical and other related sectors in India and elsewhere, from concept to commissioning on a lump-sum turnkey (LSTK) basis and services contracts.

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TICB has a fully fledged Electrical & Instrumentation (E&I) Construction Division, which undertakes such large-scale projects as procurement of instruments, equipment and erection materials, construction, testing/calibration and commissioning of projects. The E&I Division has become an important asset in the successful delivery of LSTK plants by Maire Tecnimont. In 2007 the Indian company strengthened its manpower from about 1,200 people at the beginning of the year to more than 1,600 at the year-end. This is equal to over 40% of Maire Tecnimont's entire workforce and represents a fully operational capacity of almost three million engineering man hours per year. Given the high level of expertise (63% of employees have university degrees or equivalent), TICB is clearly a centre of excellence for Maire Tecnimont. TICB is ISO 9001 2000 edition certified and its quality policies and procedures are essentially those of the parent company, locally implemented.

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PARIS - FRANCE Based in Clichy, in the north of Paris, Sofregaz, the French arm of the Group, covers all engineering fields related to natural gas. With 150 employees, its scope of activities encompasses every stage of the gas chain: production and treatment, liquefied natural gas (LNG), transmission compression, underground storage, distribution and pumping stations.

Since Sofregaz was founded in 1959, it has completed over 800 projects in 50 countries. A former subsidiary of Gaz de France, Sofregaz became a Maire Tecnimont subsidiary in 2000, when Tecnimont acquired a 66% interest. This was subsequently increased to 100% in 2005. Sofregaz is now an engineering centre of the Maire Tecnimont Group. As a member of the Group, Sofregaz offers major synergies that allow a global approach to additional services. The added value of Sofregaz is optimum in preliminary and feasibility studies that are determining factors at the beginning of a project. Sofregaz is certified ISO 9001 (2000), ISO 14001 (2004) and OHSAS 18001 (1999).

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SALZGITTER - GERMANY

The Salzgitter engineering centre was established in June 2001 to enlarge the Group's presence in Europe and to extend the range of polyolefin technologies available to clients. The company is formally named Tecnimont Planung und Industrieanlagenbau GmbH (TPI). Also referred to as Tecnimont Salzgitter, it is fully owned by Tecnimont SpA. TPI employs about 50 engineers, 90% of whom are university and technical college graduates. Most gained their long years of experience in the former Salzgitter Anlagenbau GmbH, particularly in the field of low density polyethylene (LDPE). TPI does not perform direct commercial activities, but provides its expertise to clients worldwide, always in collaboration with the Group and its international network. TPI's deep experience and excellent qualifications in the design of high pressure LDPE plants make Maire Tecnimont a member of the exclusive worldwide club of engineering companies with a good reputation in the design of high pressure units. Competitive advantages provided by TPI include: excellent and in-depth relations with the German part of the technology licensor LyondellBasell; the possibility to utilize German financing facilities; easier relations with the major vendors of critical components of LDPE plants. Thanks to its long experience in the design of LDPE plants based on high pressure tubular reactors, and its operating knowledge of German design codes and standards (DIN, AD Merkblatt, etc.), Tecnimont Salzgitter has a distinctive competence in providing special services for German projects (e.g. authority engineering) where the use of the local language is mandatory. TPI adopts the same quality policies and procedures as the rest of the Group. Its quality management system is certified in conformance with ISO 9001:2000 and its HSE management system with ISO 14001:2004 and OHSAS 18001:1999.

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ROME - ITALY

Rome is the legal seat and administrative headquarters of the Maire Tecnimont Group. It is also one of the headquarters of Maire Engineering, offering distinctive expertise in infrastructure engineering. The Rome engineering centre was inaugurated in 1983 with particular skills in civil and infrastructure construction and systems. Since 2004 it has operated in close cooperation with the Maire Engineering centre at Turin. The Rome centre, which employs about 150 people, specializes in underground and aboveground railway systems. It combines the interdisciplinary skills of the work teams with the capability to coordinate external specialized knowhow to provide solutions to the ever-growing demands of infrastructural development. In coordination with the Turin centre, it provides general planning, technical and financial feasibility studies, preliminary and executive designs, land acquisition, construction, supervision of works, testing and start-up of plants, training of personnel and facility management. The Rome centre also offers facility management, real estate and project financing.

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BRINDISI - ITALY The Brindisi engineering centre was acquired in 2002 from the previous owner, Basell Polyolefins.

Over the last twenty years it has played a major role in the development and industrial-scale implementation of new technology in the field of polyolefins. The centre is equipped to supply a full range of engineering services, including project management, process engineering, basic and detailed engineering for all disciplines, estimate calculation, planning & programming, procurement, cost control and construction supervision and assistance, as well as feasibility studies for new projects. The centre currently has 50 staff. It also makes use of numerous external resources, whose number varies according to the workload. In the last five years, it has carried out an average of about 100,000 man-hours/year of engineering work. Based on its long experience, the Brindisi centre has developed specific know-how in LyondellBasell Spherizone technology for polymer plants all over the world. This technology represents the future of polyolefins production.

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6. CHEMICALS &

PETROCHEMICALS

36


OUR KEY SUCCESS FACTOR IS DELIVERING PROJECTS ON TIME AND WITHIN BUDGET, THEREBY CEMENTING LONG-LASTING RELATIONSHIPS WITH OUR CLIENTS The challenge has been to estimate accurately the costs involved in realizing a plant and to foresee and plan to circumvent shortages of materials and construction manpower

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The Maire Tecnimont Group, through Tecnimont, has experienced exceptionally rapid growth since 2005, particularly in the chemical and petrochemical sector. This has been spurred by world demand for E&C services for ever larger and more complex industrial projects. Much of the demand has been concentrated in the Middle East, but significant growth has also been experienced in the Russian Federation/former Soviet Union, South and East Asia (especially India and China), and South America. However, the very positive market conditions have translated into tight markets for materials and labour, creating not insignificant procurement problems. The challenge for Tecnimont therefore has been to estimate accurately the costs involved in realizing a plant and to foresee and plan to circumvent shortages of materials and construction manpower. This foresight, combined with excellent relationships with long-standing suppliers and sub-contractors and a capacity to oversee the construction phase in the most flexible manner, is the key success factor in delivering projects on time and within budget, thereby cementing long-lasting relationships with our clients.

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BOROUGE 2 (UAE): A SUCCESS STORY In the Borouge 2 expansion project (total value about US$5 billion), Tecnimont was awarded a contract worth approximately US$1,855 million for the construction of three polyolefin units and associated material handling facilities, laboratory facilities and marine works. The lump-sum turnkey contract covers the implementation of two PP plants with a combined capacity of 800,000 tonnes/year and a PE plant with a capacity of 540,000 tonnes/year in Ruwais, Abu Dhabi. The three units will be based on Borealis's advanced Borstar technology. Borouge is a joint venture between Abu Dhabi National Oil Company (ADNOC), one of the world's major oil companies, and Borealis, a leading European provider of innovative, value-creating plastics solutions. The project will meet the ever-increasing demand from the polyolefin market through the development of innovative products and applications (pipe systems, cables, advanced packaging and automotive components). Feedstock for the plants will be provided by processing Abu Dhabi gas supplied by the GASCO plant from the Habshan fields through the petrochemical production chain. The project is one of the largest world-scale integrated petrochemical complexes ever awarded on an EPC lumpsum basis. It is also the largest contract in Tecnimont's history. A key success factor behind the project award was the excellent performance in the implementation of Borouge 1, which produces 450,000 tonnes/year of PE on two lines. This project was completed in 2001 for an overall contract value of about US$400 million. In 2004 Tecnimont revamped one line, bringing production capacity to 560,000 tonnes/year. The Borouge 2 contract was also won on the basis of extensive pre-engineering activity, allowing optimized, cost-effective solutions as well as an accurate cost estimate, thanks to Tecnimont's deep knowledge of the location factors and the Borealis Borstar technology. The project is on schedule and at the end of December 2007 the engineering was close to 31% complete. Purchase orders already placed represent about 48% of the equipment and materials. Civil and marine construction contracts, which represent 42% of construction subcontracts overall value, were already in force. Completion is expected by the second half of 2010. The excellent long-standing relationship between Borouge and our Group has created the basis for a project of great success and will further strengthen our position for a large new petrochemical expansion announced by Borouge for 2009/2010.

LEGEND E&C: engineering and construction EPC: engineering, procurement and construction EPCM: engineering, procurement and management of construction EPPE: easy process polyethylene FEED: front-end engineering design HDPE: high density polyethylene LSTK: lump-sum turnkey

LDPE: low density polyethylene LLDPE: low linear density polyethylene PDH: propane dehydrogenation PE: polyethylene PP: polypropylene

39


FOCUS ON Strategic importance of procurement in the EPC project: BOROUGE 2 “Willingness to seek cooperation with other company departments, ability to work side by side for common objectives, establishing strong strategic relationships with highlyqualified suppliers and adopting an efficient operational purchasing system are all essential elements for a successful procurement system in today's market. Borouge 2 represents one of Maire Tecnimont's most brilliant cases of procurement strategy. In the first three months following the kick-off meeting, we purchased about 33% of the total project materials required from worldwide sources - Korea, Japan, the Gulf Area, and Europe - and awarded about 23% of the entire subcontracts involved. In eight months, by the end of 2007, these percentages reached 55% and 51% respectively. The site was operational from the very onset. A key factor was the experience of the “ATeam” engineers that have been continuously dedicated to the coordination of the project since the bidding phase. As in all highly technological construction projects, an important role is played by the Group Procurement Department. By leveraging on its knowledge and wide experience, it is undoubtedly providing a primary contribution towards the achievement of yet another goal.” Mario Ruzza SVP Procurement

MÜNCHSMÜNSTER (GERMANY): A FAST TRACK PROJECT FOR LYONDELLBASELL LyondellBasell, an historical and strategic client of Tecnimont and a worldwide leader in polypropylene production and polyolefins technology, awarded Tecnimont an EPC lump-sum contract worth about €200 million to design, supply and build a new HDPE plant at the Münchsmünster Industriepark in Bavaria. It will replace a former PE unit at the site which has been shut down after many years of operation. The new HDPE plant will have a larger capacity than the old unit and will use the best available technology (the LyondellBasell Hostalen process) to produce higher throughputs of PE and an important variety of polymer grades. The project schedule is based on a fast-track approach which will be achieved thanks to Tecnimont's experience gained several years ago in the implementation of the HDPE plant at Plock, Poland, for the Basell joint venture with PKN Orlen. That project is being used as a reference for the new design. The history of the industrial area of Münchsmünster and the requirements of the applicable European, German and Bavarian laws and standards make this project significant in terms of plant design and for the several interfaces with local authorities. This is one of the most important aspects of the project, and is taken into the utmost consideration by the integrated Tecnimont and LyondellBasell teams. The new unit is expected to enter into production during 2009.

40


IOCL POLYMERS COMPLEX AT PANIPAT (INDIA) Indian Oil Corporation Limited (IOCL), the leading public player in the Indian oil market and the country's largest company in terms of sales, is implementing a world-scale naphtha cracker and downstream petrochemicals complex costing over US$3.2 billion at Panipat, in the state of Haryana. Within the complex, Tecnimont has been awarded a contract worth approximately US$350 million for the implementation of two new PP plants.

The lump-sum turnkey project is the largest contract awarded to an Italian engineering company in India. It covers the engineering, procurement, construction and commissioning (EPCC) of the following production units:  two PP units of 300,000 tonnes/year each, using LyondellBasell's Spheripol technology;  bagging plant and product warehouse for PP, HDPE and LDPE products. The plant is scheduled to be completed by the second half of 2009. The contract envisages a significant involvement of TICB, the Group's Indian engineering and construction company based in Mumbai. TICB is performing detailed design and procuring the equipment and materials of Indian origin as well as the construction activities.

LANDING IN VENEZUELA WITH A WORLD-SCALE LDPE PROJECT Contracts signed with Polinter, a company belonging to the national group Petroquímica de Venezuela S.A. (PEQUIVEN), cover the supply of basic engineering design services and the procurement of long lead items for a new LDPE plant. Their total value is about €90 million. It is envisaged that the contracts will be converted in the future into a turnkey EPC contract. The plant will have a capacity of 300,000 tonnes/year and will be built in the El Tablazo (Zulia) petrochemical complex, using Basell's Lupotech T technology. This is the leading LDPE technology worldwide, for which Basell considers Tecnimont - thanks to its German engineering centre at Salzgitter - to be the preferred contractor. The plant, part of the “Olefinas Tercera y Polietilenos El Tablazo” complex, is part of the “Indipendencia” project, which will start up by 2011, the bicentenary of Venezuelan independence. Venezuela has announced several more large projects in the petrochemical field, offering further significant opportunities for the Group.

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RABIGH (KINGDOM OF SAUDI ARABIA): NEW POLYOLEFINS TECHNOLOGIES FOR NEW CLIENTS Saudi Arabia is rapidly becoming a world leader in the petrochemical industry. Its abundant and cheap hydrocarbon resources, large-scale oil & gas production, good infrastructure, and favourable geographical position bridging East and West are attracting major investments by leading international petrochemical producers. Petro Rabigh, a joint venture between Sumitomo Chemical Co. (Japan) and Aramco, the Saudi Arabian Oil Company, has decided to implement one of the world's largest integrated refinery and petrochemical complexes at Rabigh on the Red Sea, about 160 km from Jeddah.

The EPC contract foresees the construction of a polyolefins complex comprising two lines each of 350,000 tonnes/year of PP, together with plants producing 250,000 tonnes/year of EPPE, 350,000 tonnes/year LLDPE, 300,000 tonnes/year HDPE (all using Sumitomo technology, with the exception of a Basell Hostalen HDPE unit) and 50,000 tonnes/year of polymer-grade Butene-1 (Axens technology). The US$1.35 billion contract was awarded in 2006 to Tecnimont as leader of a consortium with Sumitomo Chemical Engineering Co. of Japan, for offshore activities, and to Tecnimont Arabia Ltd, in a consortium with AICO (Saudi Arabia) for onshore activities. It includes detailed engineering, procurement, construction, pre-commissioning and commissioning of the plants. The polyolefins package is part of a huge integrated refinery and petrochemicals project worth in excess of US$9 billion. The project marks the entry of Aramco into the downstream petrochemicals industry, as well as the first large investment by Sumitomo Chemicals in Saudi Arabia. The project is under implementation and should be completed on schedule by the end of 2008. For Tecnimont, it represents an important achievement in terms of size, diversification of technologies and for developing business relationships with two prestigious clients like Aramco and Sumitomo Chemicals.

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Q-CHEM II (QATAR): HDPE AND NORMAL ALPHA-OLEFINS COMPLEX A large complex for the production of 350,000 tonnes/year HDPE and 350,000 tonnes/year normal alpha-olefins (chemical products used as raw materials for detergents), both based on Chevron Phillips technology and knowhow, is at an advanced stage of construction at Messaied Industrial City in Qatar. The project, whose value is about US$850 million, was awarded on an EPC lump-sum basis by Q-Chem (a joint venture formed in 1997 between Qatar Petroleum and Chevron Phillips Chemical) to a consortium of Tecnimont and Daewoo Engineering & Construction. It forms part of an integrated petrochemical complex, worth about US$ 3.5 billion, that Q-Chem is setting up to process ethane-rich gas from offshore fields. The contract was awarded in 2005 following international competitive bidding. Tecnimont is acting as leader of the consortium and is in charge of design, supply of equipment and materials as well as supervision of construction, commissioning and start-up. Daewoo Engineering is handling construction and part of the offsites' EPC. Tecnimont's portion of the work is worth about US$460 million. This large project is the first obtained by Tecnimont in Qatar and is also the first in which Tecnimont is working with Chevron Phillips' proprietary technologies. The Group is thus enlarging both its geographical presence in the Middle East and its technology portfolio. The project is scheduled to be completed in March 2009. Future business prospects are bright, as other large investments in petrochemicals and natural gas are planned in Qatar.

SEPC - PETROCHEMICAL COMPLEX AT AL JUBAIL (KINGDOM OF SAUDI ARABIA) Saudi Ethylene and Polyethylene Company (SEPC) is owned by Tasnee Petrochemical (45.3%), LyondellBasell (25%), Sahara Co. (24.4%) and another investment entity, GOSI (5.3%). SEPC intends to set up a large petrochemical complex with a total investment cost of about US$ 2.4 billion at Al Jubail. The PE plant will use ethylene from a cracker presently under construction by another contractor and will produce 800,000 tonnes/year of PE in two lines with capacities of 400,000 tonnes/year each of HDPE and LDPE, using two different LyondellBasell technologies, Hostalen and Lupotech T respectively. Thanks to its vast experience in the polymer sector, its excellent historical relationships with LyondellBasell and its knowledge of the Saudi Arabian market, Tecnimont was selected by Tasnee, through a negotiated open-book, costestimate approach, for the EPC implementation of the two PE lines. This was then converted into a lump-sum contract worth about US$650 million. The project is at an advanced stage and should be completed on schedule in the fourth quarter of 2008. The two PE production lines will have the largest capacities in the world using these technologies. The project is based on equity/loan project financing, with credits arranged by HSBC as the lead bank, with the support of SACE, KEXIM and KEIC for export guarantees and insurancecovered loans.

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NATPET: FIRST PP PLANT REALISED AT YANBU (KINGDOM OF SAUDI ARABIA) A 400,000 tonnes/year plant has been completed at Yanbu by Tecnimont on an EPC lump-sum basis for NATPET (National Petrochemical Co.), a company controlled by the Ali Reza Group. The plant is ready for commissioning and start-up in the next few months as soon as propylene becomes available from the upstream propane dehydrogenation plant under construction by another contractor.

The project will be the first PP unit installed in Saudi Arabia by Tecnimont and the first to adopt the LyondellBasell Spheripol technology.

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ALWAHA: PDH/PP COMPLEX AT AL JUBAIL (KINGDOM OF SAUDI ARABIA) A complex consisting of 467,000 tonnes/year propane dehydrogenation and 450,000 tonnes/year PP units is at an advanced stage of construction at Al Jubail by a consortium of Tecnimont, the leader, and the Korean company Daelim Engineering. The approximately US$680 million EPC lump-sum contract awarded by Alwaha Petrochemical Co., a joint venture of LyondellBasell and Sahara Petrochemical Company, covers the construction of a greenfield petrochemical complex, including utilities and offsites. The PP plant will be the largest in the world based on the new LyondellBasell Spherizone technology. UOP Oleflex technology will be used for propane dehydrogenation.

Statement from LyondellBasell “The relationship between Maire Tecnimont and LyondellBasell and their predecessor companies goes back to the 1950s. Since then Maire Tecnimont has successfully completed a large number of projects for LyondellBasell and its licencees utilizing our leading polyolefins technologies. Constructive cooperation between the professionals at LyondellBasell and Maire Tecnimont has been a key success factor. Completing our projects safely, on time and within budget is a priority for LyondellBasell and we have found that Maire Tecnimont shares with us the same targets. As a result of the long time cooperation the company is considered as one of our 'preferred contractors'. Current EPC projects being implemented by Maire Tecnimont for LyondellBasell or our joint ventures include Hostalen ACP High Density Polyethylene plants at Münchsmünster (Germany) and Al Jubail (Saudi Arabia), as well as a Lupotech T Low Density Polyethylene plant and a Polypropylene plant using our most advanced Spherizone technology, both in Al Jubail. All three plants in Saudi Arabia will be the world's largest of their kind when they will be started up towards end 2008 and early 2009 respectively.” Dr Just Jansz President, Technology Business, LyondellBasell Industries

POLYETHYLENE PLANT FOR BOREALIS AT STENUNGSUND (SWEDEN) In March 2007 Borealis awarded Tecnimont a €47 million contract for the implementation of a 350,000 tonnes/year high-pressure low density polyethylene (LDPE) plant at Stenungsund, Sweden, based on LyondellBasell's Lupotech T technology. The scope covers EPCM services, together with commissioning and start-up assistance. The complex, due for completion at the end of 2009, will represent an investment of €370 million. The Stenungsund plant will be the largest facility ever built by Borealis in Europe. Tecnimont has already collaborated with Borealis, a leading provider of innovative and value-creating plastics solutions, on the design and construction of a number of polyolefins units, including those at Jinshanwei, China, Ruwais, United Arab Emirates, and Schwechat, Austria.

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RUSSIAN FEDERATION: A STRATEGIC MARKET FOR OUR GROWTH Tecnimont's presence in Russia goes back to the 1930s when Montecatini, one of the predecessors of the Maire Tecnimont Group, was active in the country. Business began to expand in the 1960s, and about 50 industrial projects in various regions of the Russian Federation and former Soviet Union countries were successfully completed in the fields of fertilizers, polyolefins, chemical intermediates and fine chemicals. The Moscow engineering representation office of our Group was established in the early 1960s and continued to operate even during the recessionary period of the country's transition to a market economy. In 2007, a new subsidiary, OOO Tecnimont Russia, was established with the aim of gradually creating an engineering centre to maximize the use of local engineering and procurement and to manage the construction of new projects. In 1995 and 1997 Tecnimont implemented the first two LSTK projects in the Russian Federation: two PP plants, each producing 100,000 tonnes/year, costing a total of â‚Ź300 million. Contracts worth about US$500 million relating to eight ongoing projects have been awarded to Tecnimont in the last three years, making Tecnimont a leading petrochemical E&C contractor in the country.

ONGOING PROJECTS IN THE RUSSIAN FEDERATION

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Project description/ licence

Capacity (tonnes/year)

Client

Location

Start-up

Polypropylene (Spheripol)

180,000

Nizhnekamskneftekhim

Nizhnekamsk

2006 (completed)

Polyethylene LLDPE (Spherilene)

230,000

Nizhnekamskneftekhim

Nizhnekamsk

2008

Polyethylene HDPE (Hostalen)

120,000

Salavatnefteorgsintez

Salavat

2009

Polypropylene (Spheripol)

180,000

Titan

Omsk

2009

ABS (Polimeri Europa)

60,000

Nizhnekamskneftekhim

Nizhnekamsk

2009

Polypropylene (Spherizone)

200,000

Basell/Taneco

Nizhnekamsk

2009

Polyethylene LDPE

Revamp to 420,000

NGCH (Gazprom)

Novy Urengoi

2009


SIBUR PROPANE DEHYDROGENATION PROJECT AT TOBOLSK (WESTERN SIBERIA, RUSSIAN FEDERATION) The contract was awarded to Tecnimont in December 2007 by Tobolsk Polymer LLC, a subsidiary of JSC Sibur Holding. The 510,000 tonnes/year PDH plant will be realised in the industrial complex of Tobolsk (Western Siberia), using UOP's innovative Oleflex TM technology. It will be one of the largest worldwide in terms of production capacity. JSC Sibur Holding is the leading player in the petrochemical sector in the Russian Federation, with about 90 plants. The PDH plant is part of a larger polyolefins project worth about â‚Ź1 billion to be built at Tobolsk. The contract consists of the development of FEED and will be converted into EPCM. This project marks an important step in the enlargement of the Group's presence in Russia for two reasons. It is the first PDH plant awarded to Tecnimont and extends upstream its EPC expertise. Second, it is the first world-scale PDH project in Russia, and thus opens the market to a new cycle of investments in the petrochemical sector.

MAIN LICENSORS - POLYMERS, CHEMICALS & PETROCHEMICALS Technology

Licensor

Country

Polypropylene

Basell Poliolefine Chevron Phillips Borealis

Italy USA Austria

LLDPE/HDPE

Borealis Basell Polyolefine Sumitomo

Austria Germany Japan

LDPE

ExxonMobil Basell Polyolefine

USA Germany

HDPE

Chevron Phillips Mitsui Chemicals Basell Polyolefine

USA Japan Germany

PMMA

Repsol/Tecnimont

Spain/Italy

Polystyrene (EPS, HIPS, GPPS)

Polimeri Europa

Italy

ABS

Polimeri Europa

Italy

Shaw Stone & Webster

USA

Ethylene oxide and ethylene glycols

Scientific Design Shell

USA The Netherlands

Acrylonitrile

Ineos Nitriles

USA

Purified terephthalic acid (PTA)

Mitsubishi Chemicals

Japan

Pyrolysis gasoline Hydrotreating

Axens UOP

France USA

Butadiene extraction

Nippon Zeon

Japan

Dicyclopentadiene

Axens

France

Axens/Sabic

France/Saudi Arabia

Propane/isobutane Dehydrogenation

ABB Lummus UOP

USA USA

Acetone cyanohydrin & MMA

Repsol

Spain

Phenol/acetone

UOP

USA

UOP

USA

Ammonia

Kellogg Brown & Root

USA

Urea

Stamicarbon

The Netherlands

Urea granulation

Uhde Fertilizer Technology

The Netherlands

Steam cracking (for ethylene, propylene, etc)

Butene-1 from ethylene dimerization

LAB

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7. OIL & GAS

48


WE HAVE DEVELOPED CONSIDERABLE EXPERTISE AND REFERENCES IN THE OIL & GAS SECTOR The Company is aiming to grow in this sector, which is expected to attract large new investments in geographical regions and by clients we are already serving with great success and appreciation in the next few years

49


Tecnimont has developed considerable expertise and references in the oil & gas sector. Most recently the company has executed LNG re-gasification terminals, aromatics complexes, natural gas treatment plants and refinery units. It is aiming to grow in this sector, which is expected to attract large new investments in geographical regions and by clients we are already serving with great success and appreciation in the next few years. Major projects in progress are shown below. Also worth mentioning is the large gas project in Wafa (Libya) successfully completed in 2003 by a joint venture of Tecnimont and the Japanese company JGC for an overall contract value of more than â‚Ź1.2 billion.

KUWAIT: AROMATIC COMPLEX FOR KPPC Tecnimont, in a consortium with the Korean SK Engineering and Construction Co. Ltd., is executing an LSTK contract for 325,000 tonnes/year benzene and 768,000 tonnes/year paraxylene aromatics complex in Kuwait. The owner of the plant is Kuwait Paraxylene Production Company (KPPC), controlled by Petrochemical Industries Company of Kuwait (PIC). The plant is based on technology from the US company, UOP, and will be completed by the end of 2008. The contract price is about US$1.3 million, including a pyrolysis gasoline unit awarded after the main order. Tecnimont's scope of work is worth approximately US$700 million. At the end of December 2007 the engineering was almost complete, while the procurement services and construction were around 70% and 50% complete.

With this important contract Tecnimont has entered the aromatics business upstream of PTA and PET, products in which it has already gained significant experience.

LEGEND

50

PTA: purified terephthalic acid PET: polyethylene terephthalate


AN OVERVIEW OF OUR LNG TERMINAL PROJECTS Tecnimont and its wholly owned subsidiary Sofregaz are key worldwide players in the construction of LNG receiving terminals, starting from feasibility studies to complete project development and implementation on an EPC LSTK basis. In 2006-2007 the Maire Tecnimont Group was involved in the execution of the conceptual design and/or the FEED of several LNG regasification terminals, including: Cacouna LNG Receiving Terminal, Cacouna Energy, Quebec (Canada); COEGA LNG Receiving Terminal, IGAS (South Africa); KRK LNG Receiving Terminal, ADRIA LNG (Croatia); Tangsan LNG Receiving Terminal (China); Arinaga LNG Receiving Terminal, CTGC, Canaries (Spain). Tecnimont and Sofregaz are currently in the final phase of completing the Fos Cavaou LNG terminal in France and the Revithoussa LNG terminal expansion in Greece. In the last three years they have successfully completed two other terminals at Chentoujiao, Guangdong (China) in 2007 and at Hazira, Gujarat (India) in 2005 and 2006.

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FOS CAVAOU (FRANCE) This LNG terminal is located at Fos near Marseilles in the south of France. The EPC contract, worth €447 million, was awarded by Gaz de France in 2004 to a joint venture formed by Sofregaz as leader and Saipem SA. The scope of work includes the design, materials supply and realization of a gas terminal with a capacity of 6.5 billion cu. metres/year and of three storage tanks, each of 110,000 cu. metres. The project will be completed in September 2008.

CHENTOUJIAO, GUANGDONG (CHINA) The turnkey contract covers the design, materials supply and realization of a gas terminal with 3.5 billion cu. metres/year capacity and two 160,000 cu. metres storage tanks. Worth €278 million, the contract was awarded in early 2003 by Guangdong LNG, a joint venture between British Petroleum, Chinese National Offshore Oil Corporation and other local investors, to a joint venture, STTS, formed by Saipem SA, Technigaz, Tecnimont and Sofregaz. The LNG terminal, located in Chentoujiao in Guangdong province, provides the sole supply of gas to domestic and industrial customers in the province, to industrial users in Hong Kong and to the Dongbu power station adjacent to the site. The project was successfully completed in 2007.

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REVITHOUSSA (GREECE) The project consists of the expansion of the LNG receiving terminal from 0.5 million tonnes/year to 2 million tonnes/year capacity. The existing facility was successfully built and commissioned by Sofregaz in 2000. It includes two fully buried fullcontainment storage tanks, each of 65,000 cu. metres capacity, and a jetty with unloading facilities able to handle tankers of 125,000 cu. metres capacity. The client and project owner is Depa, the Public Gas Corporation of Greece. The EPC contract, worth approximately €40 million, was awarded to a consortium of Sofregaz and Athena, a Greek construction company. The project is now in the final stage of completion.


HAZIRA, GUJARAT STATE (INDIA) The project consists of a 5 million tonnes/year receiving terminal, two full-containment storage tanks each of 160,000 cu. metres capacity, and a 1.3 km jetty. The client and project owner is Shell Hazira Port Pvt. Ltd. & Shell LNG Pvt. Ltd., a company established for the project by Royal Dutch Shell. The EPC contract, worth about US$330 million, was awarded to a joint venture of the Tecnimont Group (Tecnimont, Sofregaz and Tecnimont ICB) and the Saipem Group (Saipem and Technigaz). The project was successfully completed in two phases in 2005 and 2006.

Main Licensors Oil & Gas TECHNOLOGY

LICENSOR

COUNTRY

Topping/vacuum

UOP Axens

USA France

FCC/RCC

UOP Axens

USA France

Catalytic reforming

UOP Axens

USA France

Isomerization

UOP Axens

USA France

Butene alkylation

Stratco-DuPont UOP

USA USA

Hydrotreating

Axens UOP AkzoNobel Shell

France USA The Netherlands The Netherlands

Visbreaking

Axens

France

Gas liquefaction

Gaz de France Linde

France Germany

Acid gas removal

UOP BASF Shell

USA Germany The Netherlands

Mercaptans removal

UOP Merichem

USA USA

Sulphur recovery unit (Claus)

Jacobs Lurgi Shell Sirtec Nigi

The Netherlands Germany The Netherlands Italy

Delayed coker

ABB Lummus

USA

Aromatics (BTX) extraction

UOP Axens

USA France

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8. POWER

54


WE LEVERAGE ON THE STRONG ITALIAN TRACK RECORD IN THE POWER SECTOR Maire Tecnimont is pursuing a forceful internationalization strategy aimed at exporting its consolidated know-how and developing synergies amongst its various business units

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SERVING THE ELECTRICITY MARKET IN CHILE Two coal-fired power plants costing over US$1 billion will be realised in Chile, in the Puerto Coronel area (VIII region), approximately 500 km south of the capital Santiago. Following international bidding, a consortium of Maire Engineering, Maire Engineering do Brasil, Tecnimont Chile, and the Slovakian company SlovenskĂŠ EnergetickĂŠ Strojarne (SES), was awarded: a US$523 million contract with the Chilean company Colbun S.A. (Matte group), the country's second largest producer of electricity; a US$558 million contract with the company Endesa Chile for the Bocamina II power plant.

On completion, expected in the first half of 2010, the power stations will each be able to produce around 370 MW. In both contracts, Maire Tecnimont will be in charge of the design, supply, assembly and commissioning of the whole plant, including the steam turbosets assembly supplied for both projects by General Electric of the US and the boilers supplied by the consortium partner SES. The projects are extremely important for Chile and will make a major contribution to solving the problems caused by a shortage of electricity, which plunges the country into a serious crisis every year. A number of international contractors participated in the bidding for the power plant EPC contracts, including Alstom Power, Cobra, Mitsui, Mitsubishi, and a group comprising Ansaldo and Dragados of Spain.

56


TURBIGO PROJECT (ITALY): AN ENVIRONMENTALLY FRIENDLY INSTALLATION Maire Engineering, together with Techint and Siemens, is carrying out engineering, procurement, construction and commissioning of a GTCC power plant, based on two Siemens gas turbines, for Edipower SpA in Turbigo. The project, worth approximately â‚Ź224 million, includes the following: main and auxiliary transformers, steam turbines and electricity generators, condenser and condensing water system modification and rehabilitation, all the plant auxiliary systems, and dismantling of the existing power island based on four gas turbines in open-cycle configuration. On completion, the Turbigo power plant, in the new combined-cycle configuration, will have capacity of 840 MW. It will also become more efficient and capable of operating sustainably at variable loads, depending on the actual market situation.

The new installation is designed to meet the stringent environmental and emission-control standards laid down by the Parco del Ticino Authority.

LEGEND GTCC: gas turbine combined cycle

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THE FIRST BIG POWER PROJECT IN ALBANIA In 2007 Maire Engineering beat other major international bidders, including General Electric, BHEL and Siemens, to win a €115 million contract for the construction of a GTCC power plant in Vlore, southern Albania. The client is the Albanian Electro-Energy Government Authority, KESH. Formal signing of the contract took place in Tirana in February 2007, in the presence of the Albanian Minister for Economy, Market and Energy, the General Director of KESH, the Italian Ambassador, government officials and Maire Engineering executives. The agreement consists of two parts: a €92 million contract for engineering, procurement and construction, and a €23 million contract for GT maintenance long-term service agreement. Up to 90% of the EPC project is being funded by the World Bank, the European Bank for Reconstruction and Development and the European Investment Bank. KESH is responsible for the remaining 10%.

The project, which will take two years to complete, consists of a 100 MW GTCC at ISO conditions, with emission limits in line with the most advanced environmental regulations. The core of the plant will be a V 64.3A 70 MW gas turbine being assembled by Ansaldo Energia at its factory in Genoa.

The Vlore project represents the first major attempt to diversify power generation in Albania in order to reduce the country's energy shortage. It is also the first big infrastructure project in the power sector in Albania for 20 years. 58


A GREEN PROJECT IN BRAZIL: HYDROPOWER In 2007 Maire Engineering, through its subsidiary Maire Engineering do Brasil, made substantial progress in the construction of five hydroelectricity plants along the Rio Juruena in the Brazilian state of Mato Grosso. The clients are Campos De Julio Energia S.A. and Juruena Participaçôes e Investimentos S.A. Once completed, the five plants (Cidezal, Sapezal, Parecis, Rondon and Telegrafica) will have a total output of around 100 MW, converting through Kaplan-type hydraulic turbines the mechanical energy of the Juruena river water into electricity. The contract, worth around €150 million, will be completed in 2011.

FOCUS ON Internationalization Strategy “In 1996 Tecnimont, was awarded a contract to design and build two petrochemical plants for the Chilean national oil companies Petrox and Petroquim. This was the company's first contract in Chile. By implementing these projects, the Tecnimont site team gained design and construction expertise in the country, as well as a knowledge of its social, economic and business problem, including institutional procedures and cultural identities. Thanks to this business experience and its presence since 1996 with a local subsidiary, the Group has acquired a deep local knowledge and strengthened its excellent relationship with the national energy players, which allows it to respond rapidly to the new market opportunities in Latin American countries. More recently, Maire Engineering, the Group's specialist in power and infrastructure projects, won an international bidding contest to design and build two coal-fired plants in Chile. Leveraging on the strong Italian track record in the power sector, Maire Tecnimont is pursuing a forceful internationalization strategy aimed at exporting its consolidated know-how and developing synergies amongst its various business units.” Gianni Bardazzi SVP Strategic Marketing and Special Initiatives

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9. INFRASTRUCTURE AND CIVIL ENGINEERING

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WE DESIGNED APPROXIMATELY 37% OF THE ITALIAN HIGH-SPEED RAILWAY LINES NOW UNDER CONSTRUCTION Particular attention was given to an integrated quality-environment-safety management system

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LINE B1 ROME UNDERGROUND: IMPROVING URBAN LIVING STANDARDS

Underground railway systems play a fundamental role in shaping the identity and character of urban life.

Engineering works, through their architecture and design, contribute to the transformation of underground stations into important social and cultural locations, and themselves lead to material changes in urban landscapes. The B1 Rome underground project, started in 2005 by a consortium including Maire Engineering, consists of the detailed design and construction of a line of 3.6 km, completely underground along its whole length. Three stations will be constructed: Annibaliano, Gondar, Conca d'Oro, some of which will be executed at a considerable depth below ground level (up to 36 metres). The Tunnel Boring Machine (TBM) earth pressure balance (EPB) excavation technology will permit a significant reduction of overlying soils of low mechanical performance and high water content in areas of significant historical and architectural interest. The project (total contract value: â‚Ź330 million) will be realized for the Comune di Roma and Roma Metropolitane and completed by 2011. Maire Engineering's share is approximately â‚Ź63 million.

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TURIN METRO: NEW SOLUTIONS FOR CITY MOBILITY

In July 2000 Gruppo Torinese Trasporti (GTT) awarded a contract for Turin Line 1, part of the first completely automated underground mass transport system (VAL - Automated Light Vehicle) in Italy.

The 13.6 km line was built by a consortium of Maire Engineering and Siemens Transportation Systems. The technical innovations of the system allow the use of trains without drivers and the optimization of train transit frequency, which for passengers has meant reduced waiting times and a more comfortable journey. The driverless train, with its rubber wheels, was designed to provide a better technical performance with lower vehicle vibration. The system has also led to smaller trains, needing reduced tunnel diameter. Because of the smaller tunnels the delivery time of the project was shortened and construction-related problems and inconvenience for the city were reduced. The Turin underground was also developed with particular attention to passenger comfort by avoiding the restricted space of conventional metro systems. Most particularly, the stations feature a glass tunnel with platform doors, which prevents passengers from accessing the railway track, isolates the tunnels and provides significant advantages in terms of safety. The glass tunnel guarantees at the same time open and airy internal spaces. The VAL technology is already in use in 11 metro systems around the world. The first part of Line 1 started operations at the beginning of 2006 and the rest was

completed in October 2007. Maire Engineering's share of the project was approximately €51 million. In December 2006, Maire Engineering signed a contract for the extension of the Turin underground. The new route extends from Marconi to Lingotto on Line 1 and includes six stations (Marconi, Nizza, Dante, Carducci/Molinette, Spezia and Lingotto), five intermediate pits, a 2.9 km double-track tunnel with 7.5 metres diameter EPB TBM, and further auxiliary activities. The work poses significant technical difficulties because of the need to minimize the impact of the construction sites; the extension crosses the centre of Turin, where the traffic level is high and urban activities are concentrated. It is further complicated by the high level of the water table, which necessitates the use of waterproof soil treatments and cut-andcover excavation. The project incorporates environmental (noise, vibration, air quality, etc) monitoring, monitoring of nearby structures and buildings, and all other activities relating to the diversion and eventual restoration of roads and other facilities. The contract, worth about €75 million, will be completed by 2010. Maire Engineering’s share of the project is about €38 million.

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TURIN-MILAN HIGH-SPEED RAILWAY: EXECUTING SUCCESS In 2001 the CAVTOMI consortium, of which Maire Engineering is a member, undertook for TAV SpA, the preliminary design, environmental impact evaluation, final design, detailed design and environmental monitoring of the high-speed (HS) Line from Turin to Milan, as well as related construction works. TAV SpA is the subsidiary of the Italian State Railways charged with the development of the high-speed system. The project involved the realization of 125 km of HS lines, four interconnections with existing lines, 150 km of ordinary and motorway roads and 16 motorway junctions. The total value of the contract is €6.7 billion, of which Maire Engineering's share is approximately €384 million. Construction of the first portion, Turin-Novara, started in 2002. The work was complicated by the need to keep open the Turin-Milan motorway, which runs parallel to the rail tracks, and also by the large number of main roads and the irrigation grid, which is quite developed in the area. The first portion of the project was completed by the end of 2005, in time for the 2006 Turin Winter Olympic Games. The remaining portion, Novara-Milan, is due to be completed by 2009.

FLORENCE-BOLOGNA HIGH-SPEED RAILWAY: HIGH TECHNOLOGY RESPECTING THE ENVIRONMENT Maire Engineering is a member of the CAVET consortium, which is carrying out for TAV SpA the preliminary, final and detailed design, environmental impact assessment, environmental monitoring services, and related construction works for the Bologna-Florence high-speed railway line. With an overall value of €4.8 billion, of which Maire Engineering's share is approximately €494 million, the project entails the construction of 78 km of railway line, one interconnection with existing lines, 73.4 km of tunnels and 110 km of ordinary roads. The work is complex, with over 90% of the rail line to be laid in tunnels under the Apennine Mountains. Significant technical and execution problems have been overcome, including tunnel excavations in poor and variable terrain. Given the mountainous nature of the Apennine region, large-scale landscaping and infrastructural intervention was necessary. The main civil works were completed in 2007, and the overall project will be completed in 2009.

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LAMEZIA-CATANZARO RAILWAY: DEVELOPING THE TRANSPORTATION NETWORK IN SOUTHERN ITALY As leader of a consortium, Maire Engineering carried out detailed design and construction of the new railway line linking Settingiano and Catanzaro Lido in Calabria. The contract, awarded by Italferr SpA, the engineering company of the Italian Railways Group, included the design and construction of the railway superstructure along the line and inside the stations, and all the technological equipment required for its operation. The new line has a length of 14 km and the contract was worth €128 million. The project employed the latest technology. In particular, the tunnel excavation was carried out by a tunnel boring machine, which averaged 16 metres per day, with a peak of 24 metres per day. The project was part of a wider urban recovery programme, in line with the socio-economic development of the area. Particular attention was given to an integrated quality-environment-safety management system. The line was opened for operation in June 2008.

FIUMETORTO-CEFALÙ RAILWAY: A GENERAL CONTRACTOR PROJECT As general contractor, Maire Engineering has completed the detailed design and is carrying out land acquisition, works supervision and construction of the doubling of the railway line from Fiumetorto to Cefalù Ogliastrillo in Sicily. There is about 20 km of new track, 12 km of which will be constructed alongside the hitherto onetrack line. Furthermore, 4 km will be in tunnels. Maire Engineering is in charge of the environmental supervision and management of the works area, which carries a high hydrological risk and is adjacent to the Imera archaeological site. The contract value is €296 million and the project will be completed by 2011.

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AN URBAN RECOVERY PROJECT IN SOUTHERN ITALY In the south-east zone of Salerno (Mercatello), Maire Engineering has undertaken the redevelopment of the site of a former pasta factory owned by the Amato family. The project, designed by the famous architect Jean Nouvel, foresees the development of a new residential and commercial complex on an area of 18,000 sq. metres. The site is at a critical junction between the city centre and the suburbs, and is crossed by public and private traffic. Site specificity, orientation and landscape, energy-saving concepts and innovative materials are the main elements of the redevelopment, which includes infrastructural facilities and underground parking worth approximately â‚Ź40 million, financed entirely by private funds. The project foresees the construction of new structures that respect and emphasize in a contemporary manner the historical-industrial context of the old mill. Maire Engineering is the general contractor and is overseeing all aspects of the redevelopment.

ENGINEERING & CONTRACTING FOR THE HEALTHCARE SECTOR IN CAMPANIA Developed for the Comune di Avellino, Regione Campania and Avellino Health Department, this initiative includes the construction of a hospital that will become the sole hospital of Avellino, offering advanced medical assistance to the entire region. The project covers an area of 100,000 sq. metres and will cost â‚Ź170 million. The distinctive element of the hospital layout is the central square. Horizontal routes fan out from this square to connect the various parts of the estate. The hospital will house 880 beds and have 10 operating theatres. The Healthcare Centre of Avellino is of fundamental importance for the network of medical services in southern Italy. It will replace four existing hospitals and become a regional medical centre of excellence, equipped with the most advanced specialist departments. Around 75% of the project, which has recently been revised and fine-tuned, was completed in 2007. The rest is still under construction.

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TURIN UNIVERSITY: DESIGN BY CONNECTING CAMPUS AND RIVER The layout of the new Faculty of Law and Political Sciences of the University of Turin, developed by Maire Engineering with Norman Foster and other partners, is inspired by the idea of emphasising the relationship between the campus and the nearby river, while forming a network of important links with the historical city centre and adjacent university facilities. The buildings part of the complex will have a flexible, organic layout capable of responding to the university's growth and transformation over time. The functional whole will be formed by two bodies joined under a single roof, drawn up around a large central courtyard, emphasising its function as a meeting place. Each building responds to the different environmental and micro-climatic conditions of the site accordingly. So far, the excavation phase has been completed by a specialized company. The general construction works, currently being started, will be completed over a period of 20 months and will be followed by interior design and equipment installation. The total construction area is 52,500 sq. metres. The â‚Ź70 million project will be completed by 2010.

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10. CORPORATE

GOVERNANCE

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OUR CORPORATE GOVERNANCE SYSTEM IS AIMED PRIMARILY AT CREATING VALUE FOR SHAREHOLDERS IN THE MEDIUM-TO-LONG TERM Consistent growth in petrochemicals and the recovery of the power sector in 2007 strongly influenced human resources management, enhancing the pursuit of high level professionals needed to support the Group's business strategies

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COMPANY PROFILE Maire Tecnimont's corporate governance system is aimed primarily at creating value for shareholders in the medium-to-long term, without losing sight of the social impact of the Group's activities and the consequent need to take account of all stakeholder interests in the conduct of its business. Maire Tecnimont manages and coordinates the activities of its subsidiaries. Following its listing on the electronic share exchange (MTA) organised and managed by Borsa Italiana SpA, the Company has passed various resolutions aimed at bringing its corporate governance system into line with applicable statutory and regulatory provisions, as well as with the principles set forth in the Corporate Governance Code for Listed Companies, approved in March 2006 by the Corporate Governance Committee of Borsa Italiana SpA. These principles have been formally adopted by Maire Tecnimont. Maire Tecnimont SpA is organised according to the traditional model, with a General Shareholders' Meeting, a Board of Directors and a Board of Statutory Auditors. In accordance with Italian stock market rules and the Corporate Governance Code, the Board of Directors has set up two Board committees - the Remuneration Committee and the Internal Audit Committee - with recommendatory and advisory functions.

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BOARD OF DIRECTORS Maire Tecnimont SpA is administered by a Board of Directors currently made up of nine members who need not necessarily be shareholders. Board members are appointed for a term of between one and three financial years, and remain in office until the approval of the financial statements pertaining to the last year of their appointment, in accordance with the provisions established by the shareholders' meeting at the time of their appointment. They are then eligible for reappointment.

BOARD OF DIRECTORS - 31 December 2007 MEMBERS

POSITION

Fabrizio Di Amato

Chairman & CEO

Massimo Sebastiani

Director

Gianni Bardazzi

Director

Saverio Signori

Director

Giovanni Malagò

Director

Stefano Fiorini

Director

Roberto Poli

Director

Adolfo Guzzini

Director

Giuseppe Colaiacovo

Director

EXECUTIVE

NON EXECUTIVE

INDEPENDENT

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Fabrizio Di Amato

72

Massimo Sebastiani

Gianni Bardazzi

Chairman of the Board of Directors and Chief Executive Officer

Senior Vice President, Administration, Finance and Control

Senior Vice President, Strategic Marketing and Special Initiatives

Born 1963. A graduate in Political Science from La Sapienza University of Rome, he began his career as an entrepreneur by setting up his own company and built up the Maire Tecnimont Group through internal growth and acquisitions. He is President of Federprogetti (the federation of Italian plant industries), President of ANIMP (the association of Italian plant industries), member of the Board of OICE (association of Italian engineering, architectural and technicaleconomic consultancy organisations), a member of the Executive Committee of the Rome industrialist and enterprises association (UIR), a member of Consulting Committee of the Polytechnic University of Turin (Faculty of Architecture) and a member of the Consulting Committee for Developing Countries of Confindustria (the confederation of Italian industries).

Born 1957. From 1979 to 2004 he held a variety of positions at different banks including Banca di Roma, Carimonte, Rolo Banca and UniCredit. From June 2005 to April 2006 he was Director of the administration and finance department at Maire Engineering. He has been in his current role since April 2006.

Stefano Fiorini

Born 1962. He completed a three-year degree in Juridical Science in Camerino. He has been an employment consultant since 1988, specialising in company restructuring and mergers and acquisitions, with significant experience in fiscal disputes and receivership. He holds the post of statutory auditor at a number of companies including Tecnimont, Maire Engineering, Sorgenti Sanpaolo and Atrium Sviluppo.

Giovanni Malagò

Saverio Signori

Born 1965. He graduated in Architecture in 1990 from the University of Florence and obtained a PhD in 1998 from the Universities of Florence and Chalmers, Sweden. He was appointed professor of architectural technology in 1998. He has consulted on numerous site management projects for ICIET-SIME and ITT Sheraton. In 1997 he joined the Maire Group and subsequently served in various important positions. In 2007 he became a member of the Board of Directors of Maire Tecnimont. He is a Board Member of important E&C associations and International Chambers of Commerce. He has held his current position since September 2007.

Born 1959. A graduate in Economics and Commerce, he is CEO of Sa.Mo.Car SpA and Chairman and CEO of Samofin SpA. He is currently a member of the Board of Directors of several important companies: UniCredit Banca di Roma, FAI (the organization dedicated to preserving Italy's artistic and environmental heritage), Musica Park Auditorium of Rome, and Air One. Since 2007 he has been an advisor to HSBC for Italy. In sport, he is a member of the Organizing Committee of the World Volleyball Championship in 2010 and of the Italian Olympic Academy.

Born 1961. A graduate in Economics and Commerce, he is involved in management, financial and tax consultancy. He was a member of the working group set up by the Ministry of Productive Activities for the reform of regulations on the extraordinary administration of major companies in crisis. He currently holds the position of liquidator in extraordinary administration procedures for several companies. He is a sessional lecturer in Company Economics at the Faculty of Economics and Commerce at the Luiss University of Rome. In 1986 he founded the Studio Signori Company of chartered accountants with offices in Rome and Milan.

Roberto Poli

Adolfo Guzzini

Giuseppe Colaiacovo

Born 1938. He graduated in Economics and Commerce. He was professor of corporate finance at the Cattolica University of Milan from 1966 to 1998. He is the founder and Chairman of Poli e Associati, one of the prominent consultancy companies in the field of merging & acquisition and corporate finance. He was Chairman of Rizzoli-Corriere della Sera and Publitalia. He currently holds the position of Board Member at Mondadori, Fininvest, Merloni Termosanitari, Coesia and Perennius. He is Chairman of Eni since May 2002.

Born 1941. He co-founded “iGuzzini illuminazione”, where he is currently President and CEO. He is also Chief Executive Officer at Fimag, a holding company which controls F.lli Guzzini, Teuco and iGuzzini illuminazione, in which he is also a partner and VicePresident. From 1998 to 2002 he was President of Confindustria Marche. He is currently a member of the Confindustria Committee.

Born 1966. He graduated in Economics and Finance and was awarded an Executive MBA at UCLA. He has been a professor in the Economics of Education at the University of Perugia since 2001. Since 1994 he has been a member of the Board of Directors of companies such as SNAM Rete Gas, MCC and Fineco Bank (Unicredit Group), Financo, Colacem, Colabeton and Santamonica Misano Circuit, Chairman at Sirci and Chief Executive Officer at Goldlake Investment.


FUNCTIONS OF THE BOARD OF DIRECTORS The Board of Directors plays a central role in the corporate organisation, and drives the pursuit of the strategic goals of the Company and of the Group. It also checks that proper controls are in place to monitor their progress. Apart from the powers granted to it under the law and the Articles of Association, the Board of Directors also exercises sole competence in the following matters: approval of Maire Tecnimont's and the Group's strategic, industrial and financial plans and budgets; approval of the Company's first quarter and first half reports, including the consolidated accounts; assessment of the appropriateness of the general organisational, administrative and accounting structure of the Company and its strategically significant subsidiaries as drawn up by the Chief Executive Officer, with specific reference to the internal control system and the management of conflicts of interest; periodic assessment of the Company's and Group's operating, financial and stock market performance; approval of transactions entailing the acquisition and disposal of controlling interests in other companies and in important parts of the Group's and other companies' businesses; definition of the Company's and the Group's corporate governance system and rules; the formation and regulation of committees within the Board of Directors, as well as the appointment of committee members and determination of their emoluments; the conferment on and revocation of delegated powers from the Chief Executive Officer, the Chairman and other Board members, and the determination of related emoluments; approval of transactions proposed by the Company and its subsidiaries that are likely to have a significant impact on the Company's strategy, operations, and financial or equity situation; decisions pertaining to the exercise of voting rights in strategically significant direct subsidiaries, at the recommendation of the Chief Executive Officer.

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THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER The Chairman of the Board of Directors also serves as the Chief Executive Officer. He is therefore the main person responsible for managing the Company. The appointment of the same person to act as Board Chairman and CEO is, in the Board's opinion, justified by the organisational structure of the Company and the Group to which it belongs, and by the particular nature of the Company's business, which consists primarily of the management of operating subsidiaries and the management and coordination of Group companies. The Chairman, Fabrizio Di Amato, also controls the majority of the shares in the Company through Maire Gestioni SpA. On 10 September 2007, the Board of Directors invested the CEO with full powers of Company management, to be exercised under his sole signature, both in Italy and overseas, to the exception and exclusion of the powers and competences reserved to the Board of Directors. At the same time it required the CEO to report to the Board of Directors on the activities undertaken in performance of his delegated powers, at least on a quarterly basis.

INTERNAL AUDIT COMMITTEE The Internal Audit Committee is made up solely of non-executive Directors, most of whom are also independent: Adolfo Guzzini, Giuseppe Colaiacovo and Stefano Fiorini, the last serving as Committee Chairman. The Internal Audit Committee is tasked with providing the Board with advice and recommendations in respect of (i) defining the guidelines of the internal audit system and checking its appropriateness and functioning; (ii) evaluating the work schedule prepared by Internal Auditing and examining the periodic reports submitted by this function; (iii) assessing, together with the Company's administrative managers and auditors, the appropriateness of the accounting principles used and their uniform application for the purposes of drawing up the consolidated financial statements; (iv) assessing proposals submitted by auditing firms competing for appointment as independent auditors, as well as assessing the auditing work schedule and results indicated in the report and suggestion letter.

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REMUNERATION COMMITTEE The Remuneration Committee is made up solely of non-executive Directors, most of whom are also independent: Adolfo Guzzini, Giuseppe Colaiacovo and Stefano Fiorini, the last serving as Committee Chairman. The Remuneration Committee is tasked with (i) making recommendations to the Board of Directors on the remuneration, including stock options, of the Chief Executive Officer and other Directors entrusted with specific tasks, and (ii) periodically assessing the criteria adopted for the compensation of executives with strategic responsibilities, monitoring the application of these criteria and forwarding general recommendations in such regard to the Board of Directors.


ORGANISATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001 On 28 June 2007, the Company approved and adopted the Organisational and Management Model drawn up pursuant to and for the intents and purposes of Legislative Decree No. 231/2001, of which the Code of Ethics is to be deemed to form an integral and significant part. The Model is made up of a first general part, aimed at illustrating the function and principles of the Model itself, as well as the contents of Legislative Decree No. 231/2001 and the main reference regulations, and a second specific part, setting forth the procedure of the adoption of the Model by the Company, and identifying activities at risk, operating procedures pertaining to the risk profiles identified in each operating unit, the structure and functioning of the Supervisory Body together with the information flows towards the said Supervisory Body, training and information activities, the disciplinary system and the procedures for updating the Model. The Supervisory Body in charge of overseeing the functioning of and compliance with the said Model and updating the same is made up of Umberto Tracanella (Chairman), Roberto Santucci and Giovanni Scagnelli.

EXECUTIVE IN CHARGE OF PREPARING THE COMPANY'S FINANCIAL ACCOUNTS Pursuant to article 154-bis of the Italian Consolidated Finance Act (TUF) and in compliance with the appointment procedures contemplated in article 23 of the Articles of Association, on 10 July 2007, the Board of Directors appointed the Administration, Finance and Control Director Massimo Sebastiani as manager in charge of the Company's financial reports.

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HUMAN RESOURCES MANAGEMENT Consistent growth in petrochemicals and the recovery of the power sector in 2007 strongly influenced human resources management, enhancing the pursuit of high level professionals needed to support the Group's business strategies. The Group therefore concentrated on three main tasks: attracting new personnel with experience in our sector, retaining existing critical people, and promoting initiatives and policies for spreading Group culture and developing professional and managerial expertise. During the year the scheduled hiring plan was successfully implemented, with 846 new employees joining the Group. These consisted of both new graduates and a large number of experienced personnel. The increase was most notable in India, confirming our growth strategy in a region which offers an excellent balance between expertise, workforce availability and cost. These policies had an immediate impact on the proportion of graduate employees, who now make up more than 53% of the total workforce, most with technical-scientific qualifications. The average age of employees, an important indicator of the potential and professionalism of the Group's human capital, is about 38 years. Our people consist mainly of employees with less than 10 years' experience, selected for their attitude, motivation and potential, working with senior people with more than 20 years of experience, who play key roles in the company and are able to pass on their accumulated expertise and know-how acquired in the field, together with the managerial skills needed for success.

REWARD SYSTEMS

HR DEVELOPMENT Maire Tecnimont has improved its training system mainly by introducing a Group Induction training path for new staff members and in-depth courses on Project Management to improve technical and management skills for high-potential employees. These initiatives have been introduced across the Group, with the aim of promoting the integration and sharing of experience and knowledge, as well as the diffusion of common values.

Compensation policies are based on two pivotal principles: selectivity, in order to reward excellent performances and expertise, and differentiation, in order to assess and reward the personal contribution of individuals in relation to the different professionalism in the Group. The application of the Group incentive system, launched in 2007 and completed in accordance with the schedule, had the dual aim of: focusing resources on financial corporate objectives and time and quality targets; implementing projects aimed at convergence towards a unified organisational model.

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ORGANISATION CHART Fabrizio Di Amato CHAIRMAN & CEO

Maire Tecnimont SpA

Lawrence Young Kay

Investor Relations

Massimo Sebastiani Administration, Finance and Control

Franco Ghiringhelli Human Resources, Organisation and ICT

Enzo Caetani CHEMICALS & PETROCHEMICALS OIL & GAS Tecnimont SpA

Gianni Bardazzi Strategic Marketing and Special Initiatives

Mario Ruzza Procurement

Andrea Brunetti POWER, INFRASTRUCTURE & CIVIL ENGINEERING Maire Engineering SpA

Fabrizio Di Amato - Chairman & CEO Gianni Bardazzi - Senior Vice President, Strategic Marketing and Special Initiatives Massimo Sebastiani - Senior Vice President, Administration, Finance and Control For their profiles see pag. 72.

Franco Ghiringhelli

Mario Ruzza

Enzo Caetani

Andrea Brunetti

Larry Kay

Senior Vice President, Human Resources, Organisation and ICT

Senior Vice President, Procurement

Tecnimont Managing Director

Maire Engineering Managing Director

Head of Investor Relations

Born 1966. He graduated in Business Administration in 1991, and joined Human Resources management at the Saipem group, where he reached the position of Development and Organisation Manager. In 2002 he moved to Paris to take charge of the acquisition of Bouygues Offshore. At the end of 2003 he left Saipem to become Senior Vice President of Human Resources, Organisation and ICT at Impregilo. He joined the Maire Tecnimont Group in November 2005, taking up his current position.

Born 1954. He graduated in Civil Engineering in 1981. He started his career at Impresit as a structural engineer and subsequently took charge, as Chief Resident Engineer and Project Manager, of various large worldwide projects. In 1994 he joined Fiat Engineering. From March 2000 to September 2004 he was Procurement Director of Maire Engineering and subsequently Technical Director. In 2005 he was appointed Senior Vice President of Internal Auditing at Maire Tecnimont Group. He has been in his present position since 12 January 2007.

Born 1952. He graduated in Chemical Engineering in 1975 and obtained a Master's degree in Advanced Technology the following year. He joined Snamprogetti in 1977 as a process engineer and held different positions before being appointed Chairman of E&M Services in 2001 and Operations Director in 2002. He joined the Maire Tecnimont Group in July 2006, taking up his current position.

Born in 1959, he graduated in Mechanical Engineering in 1985. He joined Snamprogetti in 1990 and held various positions until 1995, when he joined Tecnimont SpA From 1999 to 2002 he held the position of Joint Managing Director of Tecnimont ICB in India. In 2006 he was appointed Executive Vice President of Operations & Engineering at Tecnimont. He has held his present position since April 2007.

Born in 1956, he graduated from Brown University, USA, in 1978, majoring in Economics and Russian Studies. In 1991 he earned a Masters in Bologna and Washington, DC, at the School of Advanced International Relations of Johns Hopkins University. He initiated his career at the Federal Reserve Bank of New York, later working for Standard & Poor's and Merrill Lynch. In 1991 he moved to Italy and, since then, has served as Head of Investor Relations for IMI SpA, Sanpaolo IMI SpA, Telecom Italia SpA and Capitalia SpA. He has been in his present position since September 2007.

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SHAREHOLDER NOTEBOOK

MAIN SHAREHOLDERS (AS OF 31.12.07) Lazard Asset Management LLC

2.722%

Citadel Investment Group Ltd

2.264%

Tudor Capital UK LP

2.331%

Samofin

2.331% 63.178%

Maire Gestioni

SHAREHOLDER STRUCTURE BY GEOGRAPHIC AREA RoW 1% Other Europe 6% France 4% Germany 5% Scand 7% Italy 9% USA 41% UK 27%

SHARE PERFORMANCE 3.70

31000

3.50 30000

3.30 3.10

29000

2.90 2.70

28000

31/12/07

26/12/07

21/12/07

16/12/07

11/12/07

06/12/07

2.50

01/12/07

MIBTEL (R)

26/11/07

Maire Tecnimont

79


INDEPENDENT AUDITORS’ REPORT

83


Edited by Maire Tecnimont Communication Group Graphic Design: Andrea Ciogli; Max Giglietti Photos: Maire Tecnimont Image Bank; Francesco Trapasso; Moreno Maggi; Istockphoto Printing: CSC Grafica July 2008


Facts & Figures 2007  

Facts & Figures 2007

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