Facts & Figures 2008 by MAIRE

FACTS & FIGURES

2008

BOARD OF DIRECTORS Chairman & Chief Executive Officer Fabrizio Di Amato Directors Gianni Bardazzi Giuseppe Colaiacovo Stefano Fiorini Adolfo Guzzini Giovanni MalagĂ˛ Roberto Poli Massimo Sebastiani Saverio Signori

STATUTORY AUDITORS Chairman Giorgio Loli Permanent Auditors Andrea Marrocco Giovanni Scagnelli Alternate Auditors Andrea Bonelli Luca Longobardi

INDEPENDENT AUDITORS Deloitte & Touche SpA

COMPANY MANAGEMENT SVP Strategic Marketing and Special Initiatives Gianni Bardazzi SVP Corporate Development Andrea Brunetti SVP Human Resources, Organization and ICT Franco Ghiringhelli SVP Procurement Mario Ruzza SVP Administration, Finance and Control Massimo Sebastiani General Counsel Alessandro Bertolini Head of Investor Relations Lawrence Y. Kay Tecnimont Managing Director Enzo Caetani

KEY FIGURES

Revenues by sector

Infrastructure & Civil Engineering

Power 10%

18% 4%

68%

Chemicals & Petrochemicals

Revenues by geographic area

Oil & Gas

Others

Italy 8%

10%

Europe EU 8%

The Americas 17%

Europe 6% non-EU

51% Middle East

Backlog by sector

Infrastructure & Civil Engineering

Chemicals & Petrochemicals

16%

30%

34% 20% Power

Backlog by geographic area

Oil & Gas

Others 1% The Americas

34%

Italy 17% 6% 19%

23% Middle East

All figures are rounded, ensuring totals sum to 100%.

Europe EU

Europe non-EU

FACTS & FIGURES 2008

in € million

Revenues

Backlog

2,463 4,534

Index

4,196

1,984

3,768

1. CHAIRMAN’S STATEMENT 2 2. MISSION AND VALUES 6

1,060

3. HISTORY AND PROFILE 8

2,030

4. 2008 HIGHLIGHTS 14 537

5. PEOPLE 20 6. RESEARCH, TECHNOLOGY AND INNOVATION 28 2005

2006

2007

2008

2005

2006

2007

2008

7. CHEMICALS & PETROCHEMICALS 40 8. OIL & GAS 48

EBITDA

Net profit

9. POWER 54 10. INFRASTRUCTURE & CIVIL ENGINEERING 60 117

187

11. CORPORATE GOVERNANCE 70 12. CORPORATE SOCIAL RESPONSIBILITY 80

145 73

13. CONSOLIDATED FINANCIAL STATEMENTS 84

30 20

2005

2006

2007

2008

2005

2006

2007

2008

CHAIRMAN’S STATEMENT

1 Dear Shareholders,

2008 was a year of significant change for Maire Tecnimont. The merger of Maire Engineering into Tecnimont and consequent creation of a single operating company achieved the goal of pooling the two companies' resources and expertise, thereby creating a single, unified platform for EPC (Engineering, Procurement, Construction) projects. The new business model will allow the Group to manage increasingly large projects, while extending our flexibility and efficiency so as to take maximum advantage of new opportunities.

2008 was a record year in terms of results. As an indicator of the Group’s increased capacity, revenues grew by 24% to ¤2,463 million. Ebitda amounted to ¤187 million, up 29%, while Ebitda margins improved from 7.3% in 2007 to 7.6% in 2008. Net Group income rose by 60% compared with the previous year to reach ¤117 million. The Group completed several important contracts, particularly in the Middle East, in 2008, confirming its ability to realize large-scale projects on time and within budget. The Rabigh, Tasnee and Sahara plants in Saudi Arabia were among the most important plants delivered. As a result of new projects awarded during 2008, the Group increased its backlog to ¤4,534 million at the year-end, despite the significant growth in revenues. The Power sector enjoyed the greatest increase in new orders, thanks in particular to orders from Latin America totalling approximately ¤1,515 million. The Oil & Gas sector was also awarded several important projects.

Maire Tecnimont has confirmed its ability to work and deliver projects successfully in a wide variety of international markets, even under difficult conditions. Despite the difficult state of the world economy, the Group boasts a year-end 2008 backlog of almost two times revenues, which allows it to look with confidence towards the future. The Group has reviewed its strategic development guidelines for the coming three years and has formulated a new 2009-2011 strategic plan. This takes into account the generally negative economic forecasts but also new opportunities such as those arising from government policies to improve Italian infrastructure. The plan first sets out general strategic guidelines, which are then delineated as initiatives for business units across the Group and for individual business units.

To reach the goals outlined, we must maintain the highest performance standards. As it optimises its multi-business model and leverages on its common EPC platform, the Group will consolidate and expand its geographical presence, diversify sectors of activity and, last but not least, improve the efficiency of its operations. I trust that the excellent results achieved in 2008 will be appreciated by all our shareholders and stakeholders as confirmation of the Groupâ&#x20AC;&#x2122;s operational skills and our desire to continue growth which will benefit clients, employees and investors in the years to come.

Yours sincerely,

The Chairman Fabrizio Di Amato

MISSION AND VALUES

2 Mission

To be a leading Engineering & Construction Company, serving selected business segments worldwide with distinctive capabilities and a strong technology orientation, to provide added value to our stakeholders, and to contribute through innovation to a sustainable and environmentally friendly global development.

Values

To be best in class in execution, highly focused on quality, cost-effectiveness, delivery time and reliability.

To achieve top-level safety records, leveraging on our experienced professionals.

To anticipate the market, strengthening multi-sector business strategy and empowering our long-lasting presence in high-potential emerging markets.

To have a view on the future, developing innovative technological solutions jointly with our technology providers, to secure a better future for our clients and the countries in which they operate and development opportunities for our personnel wherever they work.

HISTORY AND PROFILE

3 Maire Tecnimont is a leading Engineering and Construction Group operating worldwide in the Chemicals and Petrochemicals, Oil & Gas, Power, Infrastructure and Civil Engineering sectors. The Group’s reputation and success have been achieved because of its strong technology orientation and advanced skills in Project Management, Engineering, Procurement and Construction (EPC) services for the implementation of complex projects worldwide. It has developed and demonstrated major expertise in managing large EPC projects on a turnkey basis in different countries and regions. The Group combines high quality and planning standards with a focus on multicultural and environmental issues. Present in four continents and 24 countries, the Group has 37 operating subsidiaries and approximately 4,300 employees, more than half of whom are outside Italy.

Maire Tecnimont’s roots lie in two important Italian engineering groups: Fiat Engineering (later to become Maire Engineering), acquired in February 2004, and Tecnimont, acquired in October 2005. The origins of Fiat Engineering date back to the 1930s, when the construction and plant division of the Fiat group began designing and developing automobile plants. During the twentieth century, Fiat’s engineering department supported the expansion of its parent group by developing plants and sales offices in Italy and abroad. In this period, it evolved excellent skills in cogeneration and combined cycle plants in Italy and abroad, notably the Middle East and Latin America. It also developed specialist expertise in infrastructure, such as the design of high-speed railway lines (Turin-Milan and Florence-Bologna) and innovative underground railway systems. The acquisition of Fiat Engineering by the Maire Group was finalized in February 2004 by the formation of Maire Engineering. Founded in Rome at the beginning of the 1980s, the Maire Group was originally active in civil and industrial engineering and maintenance, and progressively expanded into infrastructure and major civil projects. Following the acquisition of Fiat Engineering, it became one of the main national players in general contracting.

The challenges posed by the international market, however, led the Group to take a further ambitious step: the acquisition of Tecnimont, a leading and long-established company serving the international petrochemical industry, from the Edison Group in 2005. Tecnimont was founded by the Montedison Group in 1973 to combine the specialist skills of the engineering and development divisions of Montecatini and Edison, two great names of Italian industrial history. The first inherited the legacy of Giulio Natta, the Nobel prize-winner for chemistry in 1964, and specialized in building polyolefin plants. The second had been active in electricity generation since the late nineteenth century. Tecnimont and its predecessors have now been designing and constructing plants for the chemicals and petrochemicals, oil & gas, and electricity sectors in Italy and abroad for more than fifty years. During this period, the Company established a presence in many developing areas that have now risen to prominence in the world market, from the Middle East to India, Latin America, Russia and China, establishing a successful track record in the execution of turnkey engineering, procurement and construction projects. The acquisition of Tecnimont by Maire, which gave birth to Maire Tecnimont, was ranked as the second most important merger in Italy in 2005 (KPMG M&A Award 2006). After the acquisition of Fiat Engineering and Tecnimont, the Group faced the difficult challenge of merging very diverse business cultures. New business strategies were implemented to achieve greater competitiveness in international markets. From small satellite operations of great industrial galaxies, the activities of Tecnimont and Maire Engineering became the core business of the Maire Tecnimont Group. Today, the Group operates from a common IT platform that provides for the sharing of common tools and procedures and promotes 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. The main operating centres are in Milan, Paris, Turin, Rome, Salzgitter, Mumbai, Belo Horizonte, and Brindisi.

In 2008 the network was further enhanced by the acquisition of Bergamo-based Noy Engineering, an Italian company specializing in the design and supply of PET resin and polyester, nylon and acrylic fibre plants. The Group was thus able to further broaden its technology portfolio. In early 2007 Maire Tecnimont decided to seek a listing on the stock exchange in order to increase its international visibility and widen its ownership base. 26 November 2007 was the first day of trading on the Milan Bourse. The Company was awarded the ‘Value Creators’ prize by MF Company Awards in 2007. Over the years, the Group has successfully seized many major opportunities that have arisen in the Engineering and Construction (E&C) industry. One key factor during the entire acquisition process has been Maire Tecnimont’s strategy of increasing the value of its newly acquired companies by promoting higher levels of efficiency and by introducing significant changes to the Group structure. That is why in September 2008 Maire Engineering was merged into the new single operating company, Tecnimont, with the aim of realising businesses synergies, achieving maximum efficiencies, developing the Group’s expertise, and optimizing Company operations, processes and commercial activities. Maire Tecnimont now occupies one of the leading positions in the ranks of Italian and international engineering and construction companies, and is recognized as the leading independent Italian contractor to the oil & gas industry.

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, organization & ICT; strategic marketing & special initiatives; and procurement. It also handles legal, internal auditing, external communications, and investor relations services on behalf of the Group.

Tecnimont SpA is the main operating company working in:

Chemicals and Petrochemicals More than 120 polypropylene and polyethylene plants delivered worldwide, making Tecnimont the market leader with a share of approximately 30% of global polyolefin capacity installed in the last six years, including a 40% share in LDPE. Additional competences in ethylene oxide, ethylene glycol, purified terephthalic acid (PTA), ammonia and fertilizers.

Oil & Gas Over 80 projects related to LNG terminals and storage tanks delivered worldwide. Additional competences in the LNG chain and oil refineries.

Power 20 power plants delivered in Italy and 15 abroad with more than 7,400 MW installed capacity. Many references in coal-fired, gas turbine combined-cycle, and hydroelectric power plants.

Infrastructure and Civil Engineering Designed approximately 37% of the Italian high-speed railway lines now under construction. Primary competences in underground mass transportation systems.

2008 HIGHLIGHTS

4 29 January

10 January MT signs a contract with API Raffineria di Falconara to supply engineering and supervisory services for the Falconara Marittima integrated energy centre in Italy. The Group will provide the refinery with a dedicated team of specialist engineers and project managers.

14 January MT receives a safety award for 15 million man-hours without lost-time injury at the Petro Rabigh project in Saudi Arabia.

15 January

An MT-led consortium is awarded two mega-contracts in Brazil for the construction on a lump-sum turnkey basis of two power stations with a combined capacity of 1,080 MW. The first plant will be realized for the major Brazilian private investor MPX near the port of Itaqui, in the state of Maranhao, the second for MPX and EDP (through its Brazilian subsidiary Energias do Brasil) near the port of Pecem, in CearĂ state. Both plants will be built to comply with stringent environmental standards that exceed those currently in force in Brazil.

11 February

MT signs a contract with Polinter (PEQUIVEN) for the provision of basic engineering design services and the procurement of long lead items for a 300,000 tonnes/year low density polyethylene (LDPE) as part of the Olefinas Tercera y Polietilenos El Tablazo complex.

MT signs a joint venture with the Egyptian Petrochemicals Holding Company (ECHEM), controlled by the national Ministry of Petroleum, for the incorporation of a new company to provide engineering services and management for the construction of industrial plants in Egypt and nearby countries.

25 January

20 February

The go-live date for the new integrated Group IT system, SEED. The system allows for a global overview of the business and ensures the integration and traceability of Group transactions, creating advantages in terms of efficiency and optimization.

MT signs a contract with Silfab for basic engineering design services, main equipment procurement, permitting services and other support activities for a new high added value manufacturing plant in the photovoltaics industry.

26 February MT signs a contract with PetroChina Daqing Refining and Chemicals Co. (PetroChina Group) for the supply of license, process package and basic engineering services for a 300,000 tonnes/year polypropylene plant. The Chinese plant will be the eleventh in the world to use the Spherizone technology.

25 April During a ceremony held in Mumbai in the presence of the Maharashtra State Industries Minister and the Union Minister of India for Fisheries and Agriculture, MT’s Indian subsidiary TICB receives two trophies from the Government of Maharashtra for excellence in exports for the years 2005-06 and 2006-07.

15-16 May MT participates in the 35th National Congress of ANIMP-OICE-UAMI (the three main organizations for Italian engineering contractors and related services) in Santa Margherita Ligure, Italy.

28 April MT signs a contract with EDF for the provision of basic engineering design services and project management for the construction of an LNG regasification terminal in Dunkerque, France.

7 May Through its wholly owned subsidiary MST SpA, MT is awarded two contracts: one for the facility management and maintenance of the Rome Headquarters of INPDAP, the Italian civil servants' pensions institute, and the other, from Poste Italiane, the leading Italian provider of postal services, for the management and maintenance of 367 post office branches.

8 June MT signs a contract with IVECO for basic engineering services for a truck production plant in Madrid, Spain. This project represents a renewal of the collaboration with the FIAT Group in the industrial sector, as well as an international marketing success for MT’s Infrastructure & Civil Engineering business unit.

16 June MT sponsors a project to restore the seventeenth century Acqua Acetosa Fountain in Rome promoted by the Municipality of Rome’s Cultural Heritage Office.

8 May MT signs a contract with the Egyptian company, Engineering for the Petroleum & Process Industries (ENPPI), to provide PMC (Project Management Contractor) services for a 200,000 tonnes/year polystyrene plant at Alexandria, Egypt.

29 June–3 July MT is among the main exhibitors of the 19th World Petroleum Congress Exhibition in Madrid, the most influential meeting place for the global oil and gas industry, organized by the World Petroleum Council.

1 July The official beginning of the “In the Open” Project. To celebrate several important Group anniversaries, people and places of Maire Tecnimont will be depicted in their daily work in a series of paintings that will portray the complex world of MT.

8 July The Honoris Causa Degree is awarded to the Microcredit Nobel Prize winner, Professor Muhammad Yunus, by the University of Rome’s Sapienza Faculty of Political Science, in collaboration with Maire Tecnimont and other sponsors.

18 July MT holds its annual Convention in Milan at the Officine del Volo. Around 1,700 people participated by videoconference and by streaming on the intranet portal.

30 July MT signs contracts for the supply of three flue gas desulphurization (FGD) and dedusting systems for the coal-fired power stations at Pecem and Itaqui in Brazil. Their installation will allow both power stations to meet advanced environmental standards that exceed current Brazilian requirements.

5 August MT acquires 75% of the engineering company, Noy Engineering Srl, from the Green Holding Group. The company specializes in the design and supply of polyethylene terephthalate (PET) resin and polyester, nylon and acrylic fibre plants. The transaction enlarges Maire Tecnimont's range of EPC turnkey plants.

18 August MT is ranked 33rd in the Top 225 International Contractors and 10th in the Middle East by Engineering NewsRecord, the leading US journal for the construction industry.

1 September Maire Engineering is merged into Tecnimont, creating a new single operating company. The integration is aimed at realizing business synergies, while optimizing Company processes and operational and commercial activities.

6 October An MT-led consortium signs an EPC contract with the MPX-EBX Group for the construction of the third line of the new coal-fired power plant in Pecém, Cearà State, Brazil.

17 September Construction begins on the new railway track from Fiumetorto to Cefalù, part of the project to double the Palermo-Messina line. MT will construct 20 km of new track.

22 September MT wins its first contract in Slovakia. It is awarded a contract for the basic engineering design package for a 220,000 tonnes/year low density polyethylene plant in Bratislava. The plant, to be built for Slovnaft Petrochemicals sro, part of the MOL Group, will be based on the state-of-the-art Lupotech T tubular high-pressure process.

8 October MT is part of a consortium awarded a contract to expand the underground gas storage facility in Wierzchowice, western Poland, to 1.2 billion cubic metres. The client is the national public gas distributor PGNiG. The project incorporates challenging efficiency and environmental targets.

3-6 November

11 November

MT is among the main exhibitors at the 13th Abu Dhabi International Petroleum Exhibition & Conference (ADIPEC), one of the largest and most acclaimed oil and gas shows in the world.

The new Maire Tecnimont website goes on-line. It features new and updated contents and graphic layout. The skin was redesigned in accordance with the new corporate identity.

3 October The new corporate identity is adopted by all of MT’s Italian and international subsidiaries and branch offices.

3 October MT is among the keynote speakers at the international conference promoted by World Energy Council Italy on future energy trends, which focused specifically on the development of new technologies to reduce global CO2 emissions.

9-11 November MT is a partner-sponsor at the 22nd International Project Management Association (IPMA) World Congress in Rome. MT’s Petro Rabigh project is among the winners of IPMA’s International Project Excellence Award for 2008.

23 November MT signs an agreement with the Italian rugby club, ASD Rugby Monza 1949, to be title sponsor of its teams in the 20082009 and 2009-2010 seasons. The initiative is part of the Group’s social responsibility programme focusing on sporting activities to promote social inclusion amongst young people.

27 November The Italian Railways’ experimental train Y1 reaches a record speed of 339 km/h during a gradient speed test on the BolognaFlorence line.

In this section Maire Tecnimont is represented by the acronym MT

PEOPLE

5 Zero Incident Target Maire Tecnimont confirmed and consolidated its record safety performance in 2008, thanks to its Integrated Environment, Health and Safety Management System. This led to a further improvement in performance, even against the background of a major organizational change involving the integration of Maire Engineering and Tecnimont, the two main operating companies of the Group. Despite the complexity of the Group’s activities and the year’s organizational changes, our safety performance continued to exceed national and international norms. This demonstrates that the growth in our business has not undermined our attention to safety. Maire Tecnimont’s record of workplace accidents in non-Italian sites, which is clearly superior to the industry average, confirms the Group’s excellent performance. In the table A, we outline the 2008 data expressed in the most common international indicators: a) LTI - Lost Time Incident Frequency Rate; b) RIR - Recordable Incident Rate. These indicators are computed and monitored according to US Occupational Safety and Health Administration (OSHA) regulations, reflecting common international practice, and are shown compared with the average performance of the Oil & Gas and International Industrial Construction sectors. The table B shows the Injury Frequency and Severity Indexes (according to UNI 7249 standards) on Italian sites managed by the Group directly or in joint ventures/consortia in 2008, compared with the benchmarks established by the Italian National Institute for Work Incidents (INAIL).

Table A

Maire Tecnimont Safety 2008 (based on approx. 115 million hours worked on-site abroad)

* **

International Reference Benchmarks

KPI *

Maire Tecnimont

Oil & Gas Producers Contractor Data **

Construction Industries Institute (CII) ***

LTI (OSHA Lost Time Incident Rate)

0.02

0.14

0.11

RIR (OSHA Recordable Incident Rate)

0.13

0.55

0.58

KPI - Key Performance Indicator Source: International Association of Oil & Gas Producers. Report No 409, May 2008. Safety Performance indicators - 2007 data. Contractor aggregated data. Source: CII – Benchmarking & Metrics. Safety Report 2007. Aggregated data 2006 (BMM 2007 02 December 2007).

***

Table B

National Benchmark Indexes

Maire Tecnimont 2008 (based on approx. 1.7 million hours worked onsite in Italy)

Construction Industry

Manufacturing and Services Industries

IF (Injury Frequency Index)

21.14

56.37*

33.89**

IG (Injury Severity Index)

0.29

* ** ***

National Reference Benchmarks

2005-2008 INAIL index (million hours worked) for the construction industry. 2005-2008 INAIL index (million hours worked) for the manufacturing and services industries. 2002-2005 INAIL index (thousands of hours worked) for the manufacturing and services industries.

Outstanding HSE performances were recorded by the following projects: Petro Rabigh, Saudi Arabia (35 million hours without LTI); KPPC Aromatics, Kuwait (20 million hours); Al Waha, Saudi Arabia (20 million hours); Tasnee, Saudi Arabia (17 million hours - this project was selected for the 2007 Total Outstanding Project HSE Award by Fluor); Q-Chem II, Qatar (10 million hours); and IOCL Panipat, India (5 million hours). The work on reinforcing, diffusing, checking and constantly upgrading the Integrated HSE Management System continued in 2008, with the aim of actively preventing accidents and occupational diseases. There was a particular emphasis on directly managed sites. In 2008, the HSE function organized about 600,000 hours of training courses, which attracted 172,000 attendees. We continued to implement Maire Tecnimont’s corporate HSE policies and improve our performance against a background of diverse organizational, management, technological and operational needs. Specific focus was devoted to integrating the Infrastructure and Civil Engineering business more closely into the Group’s systemic approach.

0.77***

Maire Tecnimont HSE System HSE objectives, targets and programmes are part of the Maire Tecnimont business vision. The HSE policy takes into account specific national rules, HSE Management System principles and structures, applicable international standards, client requirements, and so on. Maire Tecnimont establishes, documents, implements, maintains and continually improves a tailored HSE management system in accordance with ISO 14001:2004 and OHSAS 18001:2007 standards. The Group’s top management establishes the HSE policy, which is implemented by all personnel, and, through a periodical review of the HSE Management System, monitors the suitability of HSE policy to evolving business conditions. By adopting this policy, Maire Tecnimont is committed to: identify the health, safety and environmental impacts arising from past, present or planned business activities; identify applicable legal and other requirements to which Maire Tecnimont is bound (including national and international laws, local requirements, agreements with local authorities or customers, voluntary principles or codes of practice); set appropriate HSE priorities and targets; establish organizational structures and programmes to successfully achieve these objectives and targets; implement control, monitoring, preventive and corrective actions, and audit and review activities so as to ensure good functioning of the HSE Management System; ensure flexibility in adapting to changing circumstances and new cultural behaviours. Objectives, targets and programmes are summarized in the HSE improvement plan issued under the responsibility of the Group’s top management. The HSE system is supported by internal procedures which are structured on different hierarchical levels and tailored to specific operating needs, activities and organizational factors. The system also defines the requirements for each location and provides for the keeping of relevant records. This allows the Group to monitor HSE objectives and targets, to evaluate possible deviations and to implement remedial action. Regular HSE monitoring of sub-contractors is also of crucial importance.

The HSE Management System defines the duties and responsibilities of key personnel involved in the system. Each Head of Department reports periodically to the Quality & HSE Department on the status and performance of his or her department with regard to HSE issues. The Quality & HSE Department periodically updates the HSE Management System through collaboration with relevant business associations, universities, and national and international authorities. It also develops an internal audit programme to verify conformity to requirements and correct implementation. The audits are conducted by independent personnel in order to ensure the objectivity and impartiality of the audit process. Top management is kept constantly informed about audit results and regularly reviews the performance of the HSE Management System in order to ensure its continuing effectiveness and improvement.

Growth in human capital has been based on two main guidelines: (i) an increase in the number of personnel, and (ii) the development of professional competences and management skills. Thanks to a strong attraction and retention policy, the number of Group employees grew from 2,952 in 2006 to 4,272 at the end of 2008, of whom 52% were university graduates or the equivalent. As an international company with a global workforce, Maire Tecnimont encourages the mobility of its employees in order to develop their professional growth and loyalty. In order to support new foreign employees, especially those from India, the Group has implemented an expatriate assistance programme that includes the handling of all immigration procedures and similar issues and the provision of economic support for employees and their families. The professional skills of the Maire Tecnimont workforce have been developed through training initiatives focusing on project management, performance monitoring, careful assessment of the skills and capabilities of the Groupâ&#x20AC;&#x2122;s managers and professionals, and the fostering of the foreign language skills that are needed in the increasing internationalization of the business. Training initiatives have been directed at all Group companies and employees, with the aim of fostering integration and networking, the promotion of a common value-based culture and the exchange of workplace experiences. These objectives are especially important since a large number of employees hired in the last three years comes from an international background - 645 from India and 52 from South America, compared with 664 from Italy.

Developing Human Resources and Cultural Sensitivity Maire Tecnimont considers human resources to be its main asset. The loyalty, professionalism and passion of our employees are the most important corporate success factors. This vision is reflected in the human resources activities and initiatives developed in the last few years with the aim of reinforcing our employeesâ&#x20AC;&#x2122; sense of affiliation and Company spirit.

As further evidence of the importance of the human factor in our success, it is worth mentioning the strong commitment of the teams involved in redesigning the organization following the merger of Maire Engineering into Tecnimont. These teams played a fundamental role in developing synergies among business lines through the sharing of know-how and the mutual exchange of experiences and expertise throughout the Group.

In 2008, human resources management and development were focused on strengthening the Power and Oil & Gas business units, while the Chemicals & Petrochemicals and Infrastructure and Civil Engineering units were provided with the means to improve their effectiveness. The HR Department is committed to fully supporting business growth through a selective hiring policy aimed at balancing strong expertise with the energy and skills of youth. A large number of new graduates in technical disciplines were hired, especially from engineering schools. This was facilitated by the long-standing close relationships between Maire Tecnimont and the main Italian universities. In particular, the Group is in constant cooperation with the Milan and Turin Polytechnics to provide internships and on-the-job project works, joint seminars and workshops, research programmes on matters of common interest, and recruitment events.

Quality Policy and Quality Management System Maire Tecnimont has implemented a tailored Quality Management System (QMS) in accordance with ISO 9001:2000 standard to develop policies and objectives which take into account specific customer needs and a general requirement to continually improve quality performance. An action plan concerning a new version of the standard (ISO 9001:2008) is currently being implemented and should be completed by the end of 2009. The general objectives of the quality policy are the following: understanding and meeting customer needs; fulfilment of contract obligations and meeting technical and economic requirements; compliance with statutory and regulatory obligations (standards and codes in force in the country of destination). The quality policy is communicated to Company personnel through the Quality Manual and corporate intranet and is also displayed at prominent locations in Maire Tecnimont’s offices. Every employee and each department carries the responsibility of achieving its objectives through accurate document control, equipment supervision, monitoring of construction, and handover activities. Maire Tecnimont top management strives continually to improve the effectiveness of the Quality Management System through a periodic review of results, remedial action in the case of deviations, and

organizational changes that could affect the QMS itself. The review of the QMS is carried out by analysing the QMS Report, which consists mainly of feedback from customers, coupled with audit results, process performance, and product conformity analyses. The QHSE Vice-President is the management representative with responsibility for Quality. The basic references of Maire Tecnimont Group’s QMS documentation are the Code of Ethics and the Organizational and Management Models (according to Italian Legislative Decree 231/2001). Other relevant documentation includes the Quality Manual and Quality Policy, Organizational Procedures, and Work Instructions. The QHSE Department establishes and maintains an internal audit programme to verify conformity, effectiveness, results and possible improvements to QMS. During 2008, 26 system audits to departments and 95 project audits were performed. The audits are conducted by qualified internal personnel, independent of the area being examined. In addition, Maire Tecnimont auditors carry out external audit activities on vendors and subcontractors during the qualification, manufacturing/service provision and construction phases. The Tecnimont Quality Management System’s compliance with ISO 9001 was certified by Det Norske Veritas (DNV) in a certificate reissued on February 4, 2007. Yearly re-assessment audits have been performed with positive results since then. Tecnimont’s certification dates back to 1995. Services covered by the certificate include: project management, basic and detailed engineering, procurement, construction and installation management and turnkey supply of industrial plants (in particular relevant to chemicals and petrochemicals, oil and gas, and power) and infrastructures.

RESEARCH, TECHNOLOGY AND INNOVATION

6 World-Scale Engineering and Contracting Based on High Technology The world-class references and reputation won by Maire Tecnimont in executing large complex projects over several decades are due to the Group’s strong technology orientation. Success in all our sectors - Chemicals and Petrochemicals, Oil & Gas, Power, Infrastructure and Civil Engineering – is closely linked to high added value technological expertise. Maire Tecnimont’s historical roots, going back to the engineering skills developed by Montecatini, Edison, and Fiat in the early years of twentieth century, have created a culture of technological innovation in the Company. This has allowed it to consolidate a leading position in polyolefin technologies, based on the pioneering work of Nobel Prize winner Giulio Natta in the 1950s, and, at the same time, to introduce new processes in the chemicals, petrochemicals and oil & gas sectors, and to diversify into power and infrastructure engineering. This innovatory spirit is now an important driver for all the Group’s business lines. In recognition of our technological expertise, technology licensors regularly entrust us to perform studies (feasibility studies, plant optimization, value engineering, etc.) to support their process development activities. Finally, the key to implementing technology innovations successfully and to making them applicable to large industrial complexes is advanced project management expertise - the proven capability to manage large international projects. Project management skills are crucial in realizing not only EPC plants but every large project that involves technical complexity, limited resources, and a stringent time schedule. To initiate, develop and complete the whole EPC project life-cycle, especially under difficult geographical and cultural conditions, is to deal with major organizational challenges in which planning, coordination and monitoring are the day-to-day essentials. To execute a project is to create a mosaic of hundreds of parts that have to fit together. Engineers, vendors, sub-contractors, thousands of on-site workers,

makes Maire Tecnimont a member of the exclusive worldwide club of engineering companies with a good reputation in the design of high pressure units. Sofregaz, based in Paris, is among the key players worldwide in the design and construction of LNG receiving terminals, with capabilities ranging from feasibility studies to complete project development and implementation. Sofregaz has about 130 employees and has completed over 800 projects in 50 countries covering the whole natural gas chain - field gathering, treatment, transport, underground storage, liquefaction, and regasification.

client representatives, financing partners, consortium partners, local and international institutions: all these different players have to be coordinated as if in a symphony orchestra, with the project manager acting as conductor. For a leading international engineering contractor such as Maire Tecnimont, first-in-class project management skills are just as important as technological expertise and a spirit of innovation for its business success.

An International Network of Engineering Excellence Milan is the headquarters of Tecnimont, employing over 1,050 professionals. It represents a world-class patrimony of engineering expertise, technological and process innovation and project management skills, and plays a leading role in engineering, procurement and construction (EPC) projects in the chemicals, petrochemicals and oil & gas industries. Thanks to a global IT platform, the Milan headquarters also coordinates the activities of the Group’s worldwide network of subsidiaries, branch and representative offices. Headquartered in Mumbai, the wholly owned subsidiary Tecnimont ICB Pvt Ltd (TICB) is one of the few Indian engineering and construction companies with experience in executing worldwide lump-sum turnkey projects. It also provides multi-disciplinary engineering services to the entire spectrum of Maire Tecnimont’s business lines. With over 1,800 highly qualified and experienced specialists and a capacity of almost three million engineering manhours/year, TICB has worked on more than 350 reference projects. TICB’s Electrical & Instrumentation (E&I) Construction Division is an important asset for the entire Group in successfully delivery of turnkey projects, because of its expertise in procurement, field engineering installation, testing/calibration and commissioning.

The Turin engineering centre dates back to the 1930s, when it was the Construction and Plant Division of Fiat. Decades of experience have given it unparalleled expertise in the design and construction of complex civil/industrial buildings and transportation infrastructure, specifically high-speed railways and mass transportation systems, in Italy and abroad. The Turin centre, which has about 450 staff, also has considerable expertise and numerous references in the power sector - coal-fired power plants, gas turbine combined cycles (GTCC), and hydroelectricity generating units. The Rome centre, which employs about 150 people, specializes, in close cooperation with the Turin centre, in underground and aboveground railway systems. It also offers facility management, real estate and project financing services. Over the last 20 years the Brindisi engineering centre has played a major role in the development and industrial-scale implementation of new polyolefins technologies. The centre, which has about 70 staff, has developed specific know-how in LyondellBasell’s Spherizone polypropylene (PP) technology worldwide. Noy Engineering, based in Bergamo, has 25 employees. It has been active since the 1980s in the design and construction of plants for the chemicals, textiles, energy and environmental sectors, working mainly with proprietary technologies. Acquired by Maire Tecnimont in 2008, it enriched the Group’s portfolio by adding polyethylene terephthalate (PET) resin and polyester, nylon 6, nylon 6.6, and acrylic fibres know-how and technology.

Salzgitter is the headquarters of the German subsidiary Tecnimont Planung und Industrieanlagenbau GmbH (TPI). The company, wholly owned by Tecnimont, specializes in the design of LDPE plants, based on High Pressure Tubular Reactor technology. TPI employs about 50 engineers, 90% of whom are university and technical college graduates. TPI’s deep technological experience

The Belo Horizonte engineering centre, with more than 50 employees, is the Brazilian headquarters of the Group, specializing in the design and construction of infrastructure, power plants and civil/industrial buildings. It is supported by the Group’s other Brazilian office in São Paulo, which has 30 employees. The latter has inherited Tecnimont’s expertise and references in the chemicals, petrochemicals and oil & gas sectors.

The World of Chemicals & Petrochemicals: Deep Knowledge and Client Confidence Maire Tecnimont has designed and built a large number of chemical and petrochemical plants, mainly for polyethylene, polypropylene, ethylene oxide, ethylene glycol, purified terephthalic acid (PTA), ammonia and fertilizers. 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. Maire Tecnimont’s know-how in polyolefins (polypropylene and polyethylene) is outstanding. Not only is the Group included in the shortlist of preferred engineering contractors for many patented technologies, but in many cases we develop the process design package (PDP) for the licensor itself. The PDP is the know-how documentation delivered by the technology provider to the contractor. Maire Tecnimont’s internal guidelines and systems for the proper handling and management of proprietary information mean that we can, and do, work with competing processes and still protect confidentiality of information. Expertise in various technologies is of the utmost importance in creating client confidence that the Group is the right partner from technology selection to plant start-up.

Towards the Future of Energy: Power Technology and Renewables Following the acquisition in 2001 of Fiat Avio Power Division, with its special know-how in power plants and state-of-the-art gas turbines, the Group has developed a significant track-record in designing and building some of the most advanced power projects in Italy and abroad. These include simple-cycle and combined-cycle gas-fired plants, coal-fired power stations, cogeneration, repowering, electricity and energy distribution systems for civil and industrial use, and district heating systems. Based on its experience in combined-cycle power plants – used for both electric power production and cogeneration of power and heat - Maire Tecnimont has developed specific expertise in the automatic control of power output and start-up and shutdown procedures. This allows a power plant to operate with a very high flexibility at times of fluctuating demand. Besides traditional power plants, Maire Tecnimont also offers significant expertise in hydropower, which it developed in South

America. Our interest is also progressively focusing on the promising renewables (or green) market, in particular on electricity generation using concentrating solar power or biomass. In these technologies, solar radiation is captured or solid biomass (e.g. wood) is burnt in the first, innovative section of the plant. The heat produced is captured by a heat-transfer fluid and used in the second, traditional section of the plant to raise steam that drives an electricity-generating turbine. The Group’s biomass technology is being implemented in the Olevano Lomellina pilot plant (see Chapter 9 on ongoing power projects).

Research and Development on New-Concept Nuclear Power Plants Leveraging on its strong track record, Maire Tecnimont is pursuing a forceful strategy to develop skills and competences in nuclear power plants, in order to reinforce and diversify its presence in electricity generation. The future for new-concept nuclear plants looks bright in a number of countries, driven by increasing energy consumption, the search for a balanced energy supply, and the need to reduce CO2 emissions1. In 2008 Maire Tecnimont joined an international research team led by Westinghouse Electric Co. developing the IRIS (International Reactor Innovative and Secure) 335 MW light-water reactor. Many smaller and developing countries are seriously considering the nuclear option, but are faced with a number of local conditions: a small electric grid, limited financial resources, no nuclear experience, and

According to international data, 40% of CO2 emissions currently come from electricity production.

Capture

Buffer storage facility

Transport poor infrastructure. That is why large nuclear power stations, as currently planned in countries with an established nuclear industry, do not respond to their needs. By contrast, smaller reactors are being developed for countries considering nuclear energy for the first time. IRIS should provide unique benefits to small countries, but is also an attractive option for larger developed nations. The IRIS consortium, consisting of 19 organizations from nine countries, includes industrial companies, research laboratories, government organizations, universities and power producers. The IRIS design philosophy is represented by three words: simplicity, economy, and safety. In addition to electricity production, IRIS is designed for co-generation, district heating and biofuels production using low-pressure steam, and can also be coupled with a desalination plant to produce fresh or potable water. Maire Tecnimont’s involvement relates to the so-called Balance of Plant (BOP) of the reactor. IRIS’s main features include its very small emergency planning zone and its simpler, cheaper design, which compensates for lower economies of scale. Furthermore, there can be financial advantages in installing several small reactors of the IRIS type instead of one big reactor of similar capacity - the so-called economy of multiples. The Design Certification Review should be completed in the next three years and the first reactor built by 2017.

High Technology in the Natural Gas Chain Maire Tecnimont Group, through its Paris-based subsidiary Sofregaz, is a recognised worldwide player in the natural gas market. Sofregaz provides specialist services covering the full chain from field gathering, treatment, transportation and underground storage to liquefaction and regasification. Sofregaz has developed expertise to provide the best technological solutions to clients’ demands. Its portfolio includes a unique design capability for LNG regasification equipment, including boil-off gas recondensers, patented technologies for gas dehydration and air cooling of gas turbines. Sofregaz is currently working on a number of projects worldwide, including a syngas purification unit, a biomass-to-liquid (BTL) unit, CO2 capture, and the recovery of gas that is currently flared.

CO2 CO2

Storage Deep aquifers

CO2

Oil or Gas

CO2 CO2

Methane

Storage Depleted oil and gas fields

Unmineable coal seams

CARBON CAPTURE AND STORAGE

New Technology to Combat the Greenhouse Effect: Carbon Capture and Storage Climate change and energy demand are the two major challenges of the future. It is widely recognised that fossil fuels will continue to play a central role in world energy supply, which will inevitably lead to an increase in global CO2 emissions. According to the International Energy Agency, approximately 69% of world CO2 and 60% of greenhouse gas emissions are related to energy. CO2 is therefore considered to be one of the main enemies of global sustainability. Without policy changes, CO2 emissions are predicted to rise by 130% by 2050. Carbon capture and storage, which can be applied to fossil fuel power plants and industrial processes, is one of the most promising technologies for mitigating this trend. Through its subsidiaries TICB and Sofregaz,2 Maire Tecnimont is becoming a key player in this promising market. As preferred contractor of one of the major licensors, it has built several plants in which CO2 is recovered from flue gases and used to boost oil and gas extraction, or to increase the output of existing urea plants. This technology, now applied mostly to small-scale plants, could become a potentially huge market if applied to major power stations. In 2008, for example, Tecnimont was awarded a contract for the frontend engineering design of a CO2 capture plant to be installed at the gas-fired power station in Karsto, Norway. This will be the world’s largest application of this technology. Similar designs and studies are being carried out for important clients in the Middle East.

CO2

Sofregaz is member of the Club CO2, formed in 2002 on the initiative of ADEME (Agence de l’Environnement et de la Maitrise de l’Energie) with the support of IFP (Institut Français du Pétrole) and BRGM (Bureau de Recherches Géologiques et Minières). It represents a key element in the organization of French research into CO2 capture and storage.

Advanced Technological Innovation in Transportation Systems Maire Tecnimont plays a major role in the design and construction of transport systems, including railways, and in particular Italian high-speed lines, underground railways, highways, motorways and tunnels. The Company provides a combination of hightechnology and environmentally sustainable mass transportation systems, with a full set of services ranging from environmental impact assessments and other permitting activities to the efficient management and coordination of specialist expertise. Maire Tecnimont is committed to technological innovation in Transportation System Infrastructure. The Group applies the most advanced telecommunication and information technology network systems to this sector, which leads to enhanced levels of efficiency and passenger safety. In 2001 the Tecnimont engineering department developed the Communications Network for an Integrated Urban Transport System, which was subsequently installed on the Turin automatic subway. It consists of a fibre optics network using TCP/IP over Ethernet to convey data, voice, high-quality audio and digital video signals from underground stations to the control centre. It can generally be used in any technologically advanced urban transport system and represents the best telecommunications solution in terms of flexibility, cost, and protocol and coding algorithms standardization. The Group is constantly searching for the most suitable partners and suppliers in order to obtain the best system architecture by integrating the electrical, traction, automation, telecommunications, signalling and mechanical systems. We are currently evaluating international partnerships and/or supply to complete our technological package with the latest CBTC (Communication Based Train Control) systems.

Infrastructure Technologies Owned by Maire Tecnimont Group Patent no. IT 0001352181

Communication network for an integrated urban transport system and urban transport system using such a communications network

Tecnimont

Main Licensors - Infrastructure Technology

Licensor

Country

VAL System

Siemens Transportation System SA to Transfima GEIE (a Tecnimont - Siemens TS SA company)

Italy (Turin)

Chemical and Petrochemical Technologies Owned by Maire Tecnimont Group

Technology

Licensor

Country

Nylon 6

Noy

Italy

Nylon 6.6

Noy

Italy

PET

Noy

Italy

Gas Technologies Owned by Maire Tecnimont Group

Main Licensors â&#x20AC;&#x201C; Polymers, Chemicals & Petrochemicals Technology

Polypropylene

Licensor Basell Poliolefine ChevronPhillips Borealis

Country Patent no. FR0100651

Process for gas drying and installation for the implementation of the said process

Sofregaz

Patent no. FR0309895

Process to increase the capacity and efficiency of gas facilities using a gas turbine

Sofregaz

Italy USA Austria

LLDPE/HDPE

Borealis Basell Poliolefine Sumitomo

Austria Italy Japan

LDPE

ExxonMobil Basell Polyolefine

USA Germany

HDPE

ChevronPhillips Mitsui Chemicals Basell Polyolefine

USA Japan Germany

Polystyrene (EPS, HIPS, GPPS)

Polimeri Europa

Italy

Main Licensors - Oil & Gas

ABS

Polimeri Europa

Italy

Technology

Licensor

Country

ESBR, SBS, SB, LCBR Rubbers

Polimeri Europa

Italy

Topping/vacuum

UOP Axens

USA France

Steam cracking (for ethylene, propylene, etc)

Shaw Stone & Webster

USA

FCC/RCC

UOP Axens

USA France

Ethylene oxide and ethylene glycols

Scientific Design Shell

USA The Netherlands

Catalytic reforming

UOP Axens

USA France

Acrylonitrile

Ineos Nitriles

USA

Isomerization

UOP Axens

USA France

Purified terephthalic acid (PTA)

Mitsubishi Chemicals

Japan

Butene alkylation

Stratco-DuPont UOP

USA USA

Pyrolysis gasoline Hydrotreating

Axens UOP

France USA

Hydrotreating

Butadiene extraction

Nippon Zeon

Japan

Axens UOP AkzoNobel Shell

France USA The Netherlands The Netherlands

Dicyclopentadiene

Axens

France

Visbreaking

Axens

France

Butene-1 from ethylene dimerization

Axens

France

Gas liquefaction

Gaz de France Linde

France Germany

Propane/isobutene Dehydrogenation

Lummus UOP

USA USA

Acid gas removal

Acetone cyanohydrin & MMA

Repsol

Spain

UOP BASF Shell

USA Germany The Netherlands

Phenol/acetone

UOP

USA

Mercaptans removal

UOP Merichem

USA USA

LAB

UOP

USA

Ammonia

Kellogg Brown & Root

USA

Sulphur recovery unit (Claus)

Urea

Stamicarbon

The Netherlands

Jacobs Lurgi Shell Sirtec Nigi Worley Parsons ExxonMobil

The Netherlands Germany The Netherlands Italy UK USA

Urea granulation

Uhde Fertilizer Technology

The Netherlands

Delayed coker

Lummus

USA

CO2 Capture

Mitsubishi Heavy Industries

Japan

Aromatics (BTX) extraction

UOP Axens

USA France

CHEMICALS & PETROCHEMICALS

7 2008 will be remembered as a peak year for engineering and construction in the cycle that started in 2005. The first six months saw the completion of several large-scale projects, mainly in the Middle East and Asia, which contributed to a significant growth in world production capacity. The increasing oversupply was then compounded by a downturn in the world economic cycle. Several leading chemical producers found themselves in financial difficulties. In a few cases, restructuring plans were announced and new investments postponed. Even companies that were less severely affected have delayed their investments in order to benefit from the expected reduction in material costs. Current expectations in the industry are for a period of consolidation. However, the longer-term outlook indicates that production will continue to migrate from areas such as North America and Europe towards the Middle East and Asia, which have lower production costs. Despite the economic difficulties, Maire Tecnimont has maintained its market share and leadership position in polyolefins, and we continue to see interesting new opportunities, particularly in the Gulf Cooperation Council (GCC) countries. The Group has also started to diversify into new business areas and new markets. We have formed strategic alliances with important technology providers in fertilizers, synthetic rubber/elastomers and aromatics derivatives. In addition, new joint ventures with local partners will facilitate access to the North African market, where significant investments are planned in coming years.

Contract type: Client:

Middle East and Mediterranean Area: Consolidated Leadership and New Opportunities The Middle East and North Africa (MENA) is the world’s most influential oil and gas region, accounting for two-thirds of the world’s proven oil and about 45% of its proven natural gas reserves. Thanks to new discoveries and the introduction of advanced exploration and production techniques, the region's oil wealth has grown solidly for the past two decades. The GCC countries have traditionally been the main players in the region, but North African countries have grown in prominence recently. Maire Tecnimont has been active in MENA since the investment boom of the eighties. The Group’s presence has increased significantly in the last few years and we have become a leading engineering and construction player, especially in the petrochemicals sector. Maire Tecnimont has won contracts worth more than US$4.5 billion in the investment boom in Saudi Arabia, the United Arab Emirates, Qatar, Kuwait and Bahrain. In 2008 Engineering News-Record, the leading US journal for the E&C industry, ranked the Group as the 10th largest engineering contractor in the Middle East. Maire Tecnimont has also grown in stature and reputation in Egypt, Libya, and other North African countries. Maire Tecnimont is present in MENA with branch and representative offices in Abu Dhabi (UAE), Kuwait, Qatar, Tehran (Iran), Tripoli (Libya), and a wholly owned subsidiary, Tecnimont Arabia Ltd, in Jeddah (Saudi Arabia). In 2008, more than 50% of Group revenues came from this area. MENA is increasingly attracting investment from leading international petrochemical producers because of its abundant hydrocarbon resources and favourable geographical position bridging East and West.

Rabigh, Kingdom of Saudi Arabia At a cost of more than US$9 billion, the client is building one of the world’s largest integrated refinery and petrochemical complexes at Rabigh on the Red Sea, about 160 km from Jeddah. Our contract, awarded in 2006, is for the construction of the polyolefins units. The Petro Rabigh project marks the entry of Aramco into the downstream petrochemicals industry, as well as the first large investment by Sumitomo Chemical in Saudi Arabia. The Tecnimont-led consortium completed the project and handed it over to the client at the end of November 2008. For Tecnimont, it was an important achievement because of its size and diversification of technology, and also because of the business relationships forged with two prestigious new clients, Aramco and Sumitomo Chemical. In November 2008, the jury named the Rabigh project the prize winner at the 2008 International Project Management Association (IPMA) International Project Excellence Award meeting in Rome.

Contractor: Contract value: Capacity and technology:

Contract type: Client: Contractor: Contract value: Capacity and technology:

Contract type: Client:

Contractor:

Contract value: Capacity and technology:

EPC lump-sum Petro Rabigh, a jv of Sumitomo Chemical Co. (Japan) and Aramco (Saudi Arabia) A consortium of Tecnimont (leader) and Sumitomo Chemical Engineering Co. (Japan) for offshore activities; a consortium of Tecnimont Arabia and AICO (Saudi Arabia) for onshore activities US$1,200 million (Tecnimont share 60%) two PP lines, each of 350,000 tonnes/year; 250,000 tonnes/year EPPE; 350,000 tonnes/year LLDPE; 300,000 tonnes/year HDPE (all using Sumitomo technology, with the exception of a LyondellBasell Hostalen HDPE unit); 50,000 tonnes/year of polymer-grade butene-1 (Axens technology)

EPC lump-sum Saudi Ethylene and Polyethylene Company (SEPC) – a jv of Tasnee Petrochemical (45.3%), LyondellBasell (25%), Sahara Co. (24.4%) and GOSI (5.3%) Tecnimont ¤525 million 400,000 tonnes/year HDPE (LyondellBasell Hostalen technology); 400,000 tonnes/year LDPE (LyondellBasell Lupotech T technology)

Tasnee, Al Jubail, Kingdom of Saudi Arabia The client is setting up a large petrochemical complex costing about US$2.4 billion at Al Jubail. In 2006 Tecnimont won a contract for the construction of HDPE and LDPE plants with a total capacity of 800,000 tonnes/year, the largest in the world to be based on the LyondellBasell Hostalen and Lupotech T processes. The complex is centred on a large ethylene plant supplied by another contractor. Thanks to its experience in polymers, its excellent relationship with LyondellBasell and its knowledge of the Saudi Arabian market, Tecnimont was selected by Tasnee in a negotiated open-book, cost-estimate approach, which was then converted into a lump-sum contract. The HDPE plant was handed over to the client and successfully started production in November 2008. The LDPE unit began production in early 2009. The project was financed by a mix of equity and loans. Credits were arranged by HSBC as the lead bank, with the support of SACE, KEXIM and KEIC for export guarantees and insurance-covered loans.

EPC lump-sum Borouge, a jv of Abu Dhabi National Oil Co. and Borealis Tecnimont US$1,900 million two PP lines, each of 400,000 tonnes/year; 540,000 tonnes/year PE (Borealis Borstar technology for both products)

Borouge 2, Ruwais, Abu Dhabi, United Arab Emirates The Borouge 2 project, awarded to Tecnimont in April 2007, calls for the construction of three polyolefins units, together with associated materials handling facilities, laboratories and marine installations. One of the largest integrated petrochemical complexes ever awarded on an EPC lump-sum basis, it is also the largest contract in Tecnimont’s history. The project is on schedule, with about 87% of the engineering completed by the end of December 2008. Purchase orders placed covered about 85% of the equipment and materials, and approximately 50% of the materials had already been delivered to the site. Ten million man-hours had been spent on construction, which was 40% complete at the end of 2008. The marine facilities were finished on schedule and the whole project should be completed by the second half of 2010. The excellent long-term relationship with Borouge contributed greatly to the project’s success and will further strengthen Maire Tecnimont’s hand in bidding for a large new petrochemicals expansion (Borouge 3), contracts for which will probably be announced in 2009/2010. In December 2007 Borouge gave Tecnimont another contract, worth approximately US$28 million, to expand the PE1 line it installed in 2001. Key success factors here were Tecnimont’s excellent performance in the Borouge 1 project, its successful revamping of the PE2 line in 2004, and its ongoing performance in the Borouge 2 expansion. The project was completed on schedule in February 2009.

Long-Standing Presence in the Russian Federation Statement by Pal Theie, Vice-President, Projects & Technical Support, Borealis “Today Maire Tecnimont is among our most important contractors, engaged with the construction of our new LDPE plant in Sweden and our three new Borstar plants in Borouge 2, the expansion of our joint venture in Abu Dhabi. Maire Tecnimont thereby continues to expand the high number of polyolefins plants realized by utilizing our advanced technologies worldwide, in UAE, Austria, Belgium, Finland, Sweden and China. The LD5 plant in Sweden will be the world’s largest plant for producing polyethylene resin for the Wire & Cable industry, and is the largest polyolefins project in Europe to date. The decision of contracting Maire Tecnimont the multi billion petrochemical project Borouge 2 in Abu Dhabi - UAE has strengthened our business relationships based on a long-lasting contractor-client loyalty. Our relationship dates back to 1962, based on a strong collaboration with the then engineering centre of Montecatini, reputed for its high capabilities thanks to the heritage left by Professor Giulio Natta, Nobel prize winner in 1954. Borouge 2 is the most important project to date using our advanced technology "Borstar". The Borstar technology - state-of-the-art multi modal proprietary technology for PE and PP - is the core ingredient of Borealis and Borouge value creation through innovation strategy in Europe and Middle East. With Borouge 2, we intend to satisfy the boosting demand of polyolefins products in the world."

Maire Tecnimont has been present in Russia and countries of the former Soviet Union for more than 70 years. The cooperation dates back to the 1930s, when Montecatini was active in technology transfer and fertilizer plant construction. The first permanent representative office was opened in Moscow at the beginning of the 1960s. Since then, the Group has supplied plants for basic chemicals, intermediates, and fine chemicals and in recent decades has also been active in petrochemicals, power and infrastructure. To date, the Group has completed 50 projects worth about US$2 billion in the former Soviet Union. In 2007 it founded a subsidiary in Moscow to provide engineering services for this market and is currently building five plants, worth about ¤700 million, in various parts of the Russian Federation - Tatarstan, Bashkiria, western Siberia and the Arctic region. Clients include national oil ministries, public utilities and private investors. We believe there is great potential in the Russian market because of its large energy reserves and the need to make local plants compliant with European Union regulations.

Europe: Engineering Capabilities and Selected Projects

Growing Opportunities in Egypt Egypt and its 80 million people represent a promising internal market, growing at annual rate of 3-4%. Leveraging on the country’s large gas reserves, the Ministry of Petroleum is pursuing a 15-year development plan aiming at increasing petrochemical production from the current 1.5 million tonnes/year to 15 million tonnes/year, with a total investment of about ¤20 billion. The plan will be implemented through Egas, EGPC and ECHEM, the government holding companies for natural gas, oil and petrochemicals. In February 2008, Tecnimont signed an agreement with the Egyptian Petrochemicals Holding Company (ECHEM) to form a new company incorporated in Egypt to provide engineering and management services for the construction of industrial plants in Egypt and neighbouring countries. The new company is jointly owned by Tecnimont, ECHEM and the Egyptian Petroleum Projects & Technical Consultation Co. (PETROJET). Later in the year Tecnimont signed a further contract with Egypt’s state-owned Engineering for the Petroleum & Process Industries (Enppi) to provide PMC (Project Management Contractor) services for a 200,000 tonnes/year polystyrene plant at Alexandria. The services will be provided on a reimbursable basis. These initiatives are part of a wider effort to strengthen the Group’s presence in North Africa in the oil, gas and petrochemical industries.

Investment in chemicals and petrochemicals is increasingly turning away from the mature markets of Europe and North America towards hydrocarbon-rich emerging countries. However, Europe still has a strategic role in the development of selected projects, partly as a result of its excellent historical tradition in E&C services. Maire Tecnimont’s European engineering centres represent a major portion of its international E&C network, and provide multi-disciplinary services to all its business units, especially in chemicals and petrochemicals. Maire Tecnimont is currently working on several projects for prominent clients in central Europe, both in the traditional petrochemicals sector and in new chemical technologies linked to green energy production.

UPSTREAM WELL

GOSP

GAS

MIDSTREAM Gas Treatment Methane

Pipelines

Ethane

Liquefaction

C3/C4 GPL

Petrochemicals other products

C5 Penthane

OIL

Naphtha

Gasoline Aromatics

Kerosene

Steam Cracking Fuels

Diesel Oil Oil Refining

Vacuum

Oil or Gas

Petrochemicals other products

GPL

GPL, Diesel and Lubrificants

FCC

MAIRE TECNIMONT 30% MARKET SHARE

Petrochemicals polyolefins

Ethylene

Topping

The contract is to design, supply and build a new HDPE plant at the Münchsmünster Industriepark in Bavaria. LyondellBasell is a historic and strategic partner of Tecnimont and the worldwide leader in polypropylene production and polyolefins technology. The plant will replace a former PE unit at the site that has been shut down after many years of operation. The new HDPE plant will have a larger capacity than the old unit and use the best available technology. The LyondellBasell Hostalen process will produce higher throughputs of PE and an important variety of polymer grades. The project is based on Tecnimont's experience in the construction of the HDPE plant at Plock, Poland, for the Basell joint venture with PKN Orlen several years ago. That project is being used as a reference for the new design. The history of the industrial area of Münchsmünster and the interface with local authorities, together with stringent European, German and Bavarian environmental regulations, make this a significant project in terms of plant design. Engineering and procurement activities were virtually completed in 2008. The project is nearing the end of the construction phase before entering pre-commissioning. The hand-over to the client is expected to be in the last quarter of 2009.

EPC lump-sum LyondellBasell Tecnimont ¤200 million 320,000 tonnes/year HDPE (LyondellBasell Hostalen technology)

Separation

Münchsmünster, Germany

Sulphur recovery Fractionation

Gas Oil Separation Plant Contract type: Client: Contractor: Contract value: Capacity and technology:

DOWNSTREAM

Propylene Gasoline

Automotive Packaging Wires & Cables Rubber & Plastics

Petrochemicals polyolefins

Fuels Asphalts

THE HYDROCARBON PROCESS CHAIN

Silfab: Serving the Photovoltaics Industry In February 2008, the Padua-based Silfab awarded Maire Tecnimont a contract for basic engineering design services (FEED), main equipment procurement, permitting services and other support activities for a new added value manufacturing plant. Silfab is a new company formed by entrepreneurs active for more than 25 years in the photovoltaics industry. The overall investment will exceed ¤400 million and Silfab plans to proceed with EPC activities in 2009. This contract represents Maire Tecnimont’s first entry into photovoltaics, which we believe to have great potential, along with other areas of renewable energy. The Group’s multi-business competences in the chemical and civil/industrial sectors will enable it to offer the highest quality standards in industrial projects in other areas of advanced technology.

Bratislava, Slovak Republic

Venezuela: Strategic Opportunities in South America

In September 2008, Slovnaft Petrochemicals sro, a member of the MOL Group and one of the largest players in the European polyolefins market, awarded Tecnimont a contract for the basic design engineering package for a 220,000 tonnes/year low density polyethylene plant. The project is part of the Slovnaft Petrochemicals’ development plan in Bratislava. It was Tecnimont’s first contract in the Slovak Republic. The LDPE–4 project in Bratislava will be developed on open-book basis, including the provision of license and services for the development of the complete basic engineering design package and total investment cost estimation, for further conversion into a lump-sum, turnkey contract. The plant, based on the state-of-the-art LyondellBasell Lupotech T tubular high-pressure process, will be completed in 2012. The contract confirms Tecnimont’s excellent relationship with the MOL Group, for which it has already built two polypropylene plants in Hungary.

Tecnimont entered the Venezuelan market in 2008. Polinter, a subsidiary of the state-owned Petroquímica de Venezuela SA (Pequiven), gave it a ¤90 million contract for the provision of basic engineering design services and the procurement of long lead items for a 300,000 tonnes/year low density polyethylene (LDPE) plant. The unit, based on LyondellBasell Lupotech T technology, will form part of the El Tablazo (Zulia) petrochemical complex. Lupotech T is the world’s leading LDPE technology, for which Tecnimont, thanks to its German engineering centre at Salzgitter, is the preferred contractor. Part of the Olefinas Tercera y Polietilenos El Tablazo complex, the plant forms part of the Indipendencia project, which will start up by 2011, the bicentenary of Venezuelan independence. Some months later, Tecnimont signed a contract with Propilsur, a joint venture of Braskem Pequiven, Petroquimica de Venezuela and Sojitz, for the provision of basic engineering design services for the construction of a polypropylene plant at Jose, Venezuela. Both Venezuelan projects are expected to be converted into EPC turnkey contracts. In December 2008, Tecnimont signed a contract for front-end engineering design (FEED) and cost estimates for new fertilizer plants - two 1,850 tonnes/day ammonia and two 2,200 tonnes/day urea units - to be built at the Jose complex.

OIL & GAS

8 Tecnimont has developed considerable expertise and numerous references in the oil & gas sector. Its French subsidiary Sofregaz is recognized as a leading worldwide provider of services throughout the entire natural gas chain. Tecnimont’s workload in recent years has included LNG regasification terminals, aromatics complexes, natural gas treatment plants and refinery units. In 2008 Maire Tecnimont continued its repositioning in this expanding market through commercial activities such as market development and bidding as well as executing projects. The Group continued to work on large EPC projects and on engineering design and project management services for regasification terminals, the latter being carried out by Sofregaz. During the year Maire Tecnimont strengthened its position in the LNG regasification market by winning five major service contracts, and also by being selected as EPC contractor for the Wilhelmshaven LNG terminal for DFTG of Germany. The last project, however, was then shelved by the client. Maire Tecnimont’s leading position in CO2 capture and storage was further strengthened by new FEED and tendering activities in 2008. We continued to work in Iran by providing specialist engineering services to natural gas treatment plants.

Europe and Natural Gas: a Strategic Challenge Natural gas is the world’s largest source of energy after oil and coal, and is the cleanest of the fossil fuels. For these reasons it will continue to play a strategic role in the global energy mix. According to the International Energy Agency, world demand for natural gas will increase by 52% to 4.4 trillion cubic metres by 2030. Market development is influenced by the proximity of reserves to areas of demand. In this respect, Europe occupies a central position, surrounded by the major gas-exporting countries of Russia, Eurasia, the Middle East and North Africa. The success of the European Union’s energy policies depends on the development of a modern natural gas infrastructure to enable European countries to diversify their sources and means of supply.

Gas gathering & treatment

Natural Gas liquefaction

Transportation

LNG storage and regasification

Transmission and compression

Underground gas storage

THE NATURAL GAS CHAIN

Users

Engineering Services and EPC Projects in Europe In 2008 Maire Tecnimont’s expertise in natural gas was confirmed by the award of several contracts for studies, front-end engineering design and project management services for the construction of LNG receiving terminals in Europe. Sofregaz won a contract from Electricité de France (EDF) for frontend engineering design and project management consulting for a new 10 billion cubic metres/year LNG receiving terminal at Dunkerque. The work has an estimated value of ¤26 million and consists of three phases. It should be completed by 2015. In Panigaglia, Italy, Sofregaz is performing front-end engineering design and project management consulting services for the expansion of GNL Italia’s existing LNG terminal from 3.5 billion cubic metres to 8 million cubic metres capacity. GNL Italia, part of the Eni Group, operates the only LNG regasification facility in Italy. In 2008 construction continued on a second LNG terminal for Société du Terminal Méthanier de Fos Cavaou at Fos-sur-Mer, near Marseilles, in southern France. The engineering, procurement and construction contract covering the design, materials supply and realization of the terminal was awarded in 2004 to a joint venture of Tecnimont, Sofregaz and Saipem. The new terminal will have a capacity of 6.5 billion cubic metres/year and includes three 110,000 cubic metre storage tanks.

New Gas Contracts and Projects Under Execution in Europe Maire Tecnimont and Sofregaz continue to contribute to the development of the pan-European natural gas infrastructure. In 2008 the Group undertook new projects in gas storage and front-end engineering design and project management services for LNG terminals, whilst continuing the construction of one of Europe’s most important regasification terminals.

New Gas Storage Project in Poland Tecnimont is part of a consortium executing a lump-sum turnkey contract to develop a 1.2 billion cubic metres underground storage facility at Wierzchowice for the state-owned Polish oil and gas company (PGNiG). The consortium, led by the Polish company PBG, includes Tecnimont and other two Czech companies. Work started in November 2008 and is focused on the design, procurement and construction of surface facilities. The entire project will be completed within 36 months, by November 2011. Sofregaz performed the first feasibility studies on the use of the depleted gas fields in Wierzchowice for natural gas storage in the 1990s.

Maire Tecnimont Presence in Oil&Gas in Middle and Far East Kuwait: Completing the Major Aromatics Project Accident-Free In February 2006, Kuwait Paraxylene Production Company (KPPC) awarded the TSK consortium a lump-sum turnkey contract for the construction of the first aromatics complex in Kuwait. The TSK consortium was formed by Tecnimont and the Korean company, SK Engineering and Construction. The complex, which will produce paraxylene and benzene, is being built on a greenfield site at Shuaiba, and is fully integrated into the larger EQUATE project. Tecnimont is in charge of design, procurement and erection, as well as pre-commissioning and commissioning services. The complex uses environmentally friendly technology to guarantee maximum safety, security and product quality. HSE has been a top priority at all stages of the project’s history. The consortium has trained more than 50,000 workers in basic and higher HSE issues. As a result, Tecnimont has recorded 20 million working hours without lost-time injury.

Far East: Developing FEED Projects for LNG Terminals East Asia is one of the most important markets for Sofregaz, which is developing technical supervision and commissioning services for LNG terminals in Dalian and Jiangsu, China. The client is Huangjiu Contracting and Engineering Corp, part of the Petrochina Group. Sofregaz is developing for Guangdong Dapeng LNG the front-end engineering design for an expansion of the existing LNG terminal at Guangdong through the installation of a fourth LNG tank and associated facilities. Tecnimont completed China’s first LNG receiving terminal at Guangdong in 2006. In 2008, WorleyParsons awarded Sofregaz a contract for consultancy services related to the Australian company’s provision of the front-end engineering design for an LNG regasification project in Singapore. The ultimate client is PowerGas Ltd, a subsidiary of Singapore Power Co.

POWER

9 The general economic slowdown in 2008 clearly impacted the overall volume of investments in the energy sector, although in a more contained manner than in other markets. In fact, the continued economic development of the BRIC and Latin American countries sustained the demand for traditional gas- and coal-fired power plants. Renewable energy projects were spurred on by the high price of oil in the early part of the year, but were decelerated or deferred in the second half. Following the merger with Maire Engineering, Tecnimont aims to maintain its high profile and high market share in the traditional energy sector, as well as expanding its interests in new fields such as supercritical plants and renewable energy. Maire Tecnimontâ&#x20AC;&#x2122;s most significant projects are being implemented in Latin America and Eastern Europe, while an important â&#x20AC;&#x153;greenâ&#x20AC;? power project is under way in Italy.

The Growing Power Market in Latin America Latin American electricity and infrastructure markets have been a magnet for international investors for many years. This is due to improvements in the regulatory climate, the availability of new technologies and the strong infrastructural development in many countries. Brazil, the largest South American country, has seen particularly strong growth. With more than 190 million people, the country is one of the founder members of the BRIC club, together with Russia and the Asian giants, China and India. In 2007 the Lula government launched a programme to increase GDP growth to 5% annually by improving employment and living conditions. Investment in infrastructure and energy plays a major role. Brazil is particularly well placed, thanks to its major conventional hydrocarbon resources as well as its strategic position in ethanol and biodiesel. The government has introduced several regulatory reforms to encourage public and private investment in transport and energy, which have stimulated a huge inflow of foreign direct investment in recent years.

Large EPC Power Projects in Latin America: the Chile Experience The Group’s presence in Latin America dates back to the early 1970s and the formation of Maire Engineering do Brasil. Leveraging on its track record in power plants and large petrochemical projects, Maire Tecnimont has been progressively asserting its role as one of the region’s leading providers in power generation. A Tecnimont-led consortium is building two 370 MW coal-fired power stations in the Puerto Coronel area of Chile, approximately 500 km south of the capital Santiago. The contracts, with Colbun SA (Matte group) and Endesa Chile, have a total value of more than US$1,080 million. Tecnimont’s share is about 75%. In both projects Tecnimont is in charge of the design, supply, assembly and commissioning of the whole plant, including the steam turbines supplied by General Electric and the boilers supplied by the Slovak partner SES. The two projects should be completed by the end of 2010 or early 2011. They are extremely important for Chile and will make a major contribution to alleviating the electricity shortages that plunge the country into a serious crisis every year.

Serving the Brazilian Electricity Market: New Thermoelectric Mega-Projects 2008 was a very successful year for Tecnimont in Brazil. In January, the Company was awarded mega-contracts worth approximately ¤1.1 billion for the construction of two power stations with a combined capacity of 1,080 MW in the northeast of the country. They will be built on a lump-sum turnkey basis. At the time of the award, Tecnimont owned 65% of the special-purpose company, Mabe Construção e Administração de Projetos Ltda (MABE), set up with other Brazilian partners to handle the contracts. Its share in MABE has subsequently increased to 73.5%. The first project is for a 360 MW coal-fired power station to be built near the port of Itaqui, in the state of Maranhao. The client is UTE Porto do Itaqui Geração de Energia SA, a company owned by MPX (EBX group), a major Brazilian private player operating mainly in the mining sector. The value of the multicurrency contract was about ¤380 million at the time of award. The power station will be in operation in 44 months. The second project is for a coal-fired power station with a capacity of 720 MW in two lines, to be built near the port of Pecem, in Cearà state. The client is Porto do Pecem Geração de Energia SA, equally owned by MPX and by the Portuguese national utility EDP through its subsidiary, Energias do Brasil. The value of the multicurrency contract at the time of award was about ¤700 million. The power station will be in operation in 47 months.

Both plants will be designed to comply with stringent environmental standards, higher than required by current Brazilian regulations. Several months later, in October 2008, Tecnimont signed a further contract with MPX Pecem II Geração de Energia SA, a company wholly owned by MPX, for the provision of EPC services for a third coal-fired 365 MW line at Pecém. Work on Pecém II will be integrated with the earlier Pecém and Itaqui projects and will therefore benefit from significant time, cost and risk management optimization. The project value at the time of award was about ¤350 million. The Tecnimont-led consortium MABE, as EPC contractor on the two projects, has also signed contracts to supply flue gas desulphurization (FGD) and dedusting systems to the Pecem and Itaqui power stations. One FGD system will be installed at Itaqui and two more at Pecem. Komline-Sanderson of the US will provide semi-dry technology for FGD. Enfil SA, Brazil, will provide the baghouse filters for the dedusting system. The total value of the contracts is ¤80 million, of which Tecnimont’s share is around ¤59 million.

Recent Power Projects in Brazil Name

Itaqui

Pecem I

Pecem II 3rd Line

Emission Abatement Systems

Contract type

EPC

Current Value/ Current MT share

¤412 million / ¤302 million

¤764 million / ¤562 million

¤386 million / ¤281 million

¤80 million (*) / ¤59 million (*)

Client

UTE Porto do Itaqui Geração de Energia SA (owned by MPX-EBX Group)

Porto do Pecem Geração de Energia SA (owned 50% by MPX and EDP)

MPX Pecem II Geração de Energia SA (owned by MPX-EBX Group)

UTE Porto do Itaqui Geração de Energia SA in Itaqui and Porto do Pecem Geração de Energia SA in Pecem

Partners Capacity

The MABE consortium (Tecnimont as leader with EFACEC, Portugal) 360 MW

720 MW (in two 360 MW lines)

365 MW

(*) FGD contract price included in current values of Itaqui and Pecem projects.

Energy for Albania Albania is a country in transition from a centrally planned to a market-based economy. This poses major challenges as well as providing new opportunities. Two key factors favouring social and economic development are the availability of electricity and the diversification of energy supply. Albania has seen rapid growth in demand for electricity, which has brought an increasing dependence on imports. Sustainability of electricity supply is becoming an increasingly sensitive issue for the country, and a programme to reform and improve the performance of the energy sector and open the market is being implemented. The Valona power plant, supported by the World Bank, European Bank for Reconstruction and Development (EBRD) and European Investment Bank (EIB), is a cornerstone of the new policy.

Valona Power Plant In 2007 Tecnimont beat other major international bidders to win the contract for the construction of a gas turbine combined-cycle (GTCC) power plant at Valona, southern Albania. The agreement is in two parts: a ¤92 million contract for engineering, procurement and construction, and a ¤23 million contract for long-term gas turbine maintenance service. Around 90% of the EPC project is being funded by the World Bank, the EBRD and the EIB. KESH is responsible for the remaining 10%. The project, due to be completed in September 2009, consists of a 100 MW GTCC at ISO conditions, with emission limits in line with the most stringent regulations thanks to the use of the most advanced technologies. The Valona plant is designed to be self-sufficient. It will be equipped with its own sea terminal and pumping station to receive deliveries of diesel oil and sufficient tank storage for diesel oil to ensure operation of the plant for over 30 days. It will also have its own sea water cooling system and reverse osmosis desalination plant, coupled with a continuous plant producing dimineralized water to feed the heat recovery steam generator. The plant will be able to satisfy the electricity demand of a town of about 250,000 inhabitants. It is Albania’s first big project in the power sector for 20 years and represents the first major attempt to alleviate the country’s shortage of energy. It will also help diversify the country’s source of electricity, which now comes only from hydropower. The project contributes significantly to the local labour market. It will represent a total of approximately 1.5 million working hours, of which more than 900,000 hours will be attributable to Albanian companies.

Contract type: Client: Contractor: Contract value: Capacity:

EPC Albanian Electric Energy Government Authority (KESH) Tecnimont ¤115 million 100 MW GTCC

5,000 ha

Local biomass provider

180,000 tonnes biomass poplar

Production 18 MW

70 km BIOMASS SHORT CHAIN

Towards one of the Largest Biomass Power Stations: Contributing to the Green Energy Sector in Italy As part of the Maire Tecnimont’s increasing focus on renewable energy, the Group is promoting a biomass power station at Olevano Lomellina (Pavia, Italy). Construction will start in June 2009 and the project should be completed by mid-2011. The power plant, with an installed capacity of about 18 MW, will be built by Tecnimont as general contractor. The investment is about ¤75 million. Maire Tecnimont will form a special-purpose company to manage the plant in association with local biomass providers, who have guaranteed its entire lifetime raw materials supply. The project is the first example of this magnitude of real integration between the agriculture and power sectors in Italy, in line with the local supply chain (“filiera corta”) requirements of the Ministry of Agricultural, Food and Forest Politics. This approach offers farmers the long-term prospect of a new and dependable source of income from traditional farming. Significant benefits are also foreseen in terms of employment and the development of local services. Local residents will benefit from new urbanization works, discounts on electric tariffs, and so on. The power station will produce about 140,000 MWh per year, sufficient for a town of about 40,000 inhabitants. It will have virtually zero environmental impact and no CO2 emissions. A traditional coal-fired power plant of this size would emit more than 100,000 tonnes/year of CO2.

INFRASTRUCTURE & CIVIL ENGINEERING

10 Infrastructural investment in Italy, where the Groupâ&#x20AC;&#x2122;s activities are concentrated, remained at the same low level as in past years in 2008, held back by public financing constraints as well the legislative and administrative complexity that characterizes large-scale public works. Demand for engineering and construction services in the transport sector (for high-speed trains, above-ground and underground railways) showed little change, although several initiatives by Italferr, the engineering subsidiary of Italian Railways, and Anas, the national highways authority, have been announced, and will be developed during 2009. Substantial growth in infrastructural investment is expected from 2009 onwards, due to the programmes under way in many countries, including Italy, to stimulate the world economy. Maire Tecnimont is focusing its new marketing efforts on those areas of the world in which it is well-placed to win new business, notably Eastern Europe, North Africa and South America. The Group already has an established reputation in these areas because of the work successfully carried out by its other business units. It also has subsidiaries or representative offices in many of the countries.

Diaphgrams excavation

Station room excavation

Finishing of the works of the 1st station

Diaphgrams Tunnel excavation excavation of the by TBM 2nd station

Completion works of the 1st station

Tunnel Tunnel Diaphgrams lining excavation excavation between by TBM of the 1st and 2nd 3rd station station

Subway Operation

TURIN METRO CONSTRUCTION SYSTEM

SERVING URBAN DEVELOPMENT IN LARGE ITALIAN CITIES

Turin: Past, Present, and Future Turin, with an area of 130 sq. km and a population of 902,000, is one of the most promising and innovative Italian cities. Maire Tecnimont has deep roots in the city, which is now the location of one of its main engineering centres, specializing in the design and construction of infrastructure, power plants and civil and industrial buildings. The centre dates back to 1937 and the foundation of Fiat’s Construction and Plant Division. It was then incorporated as Fiat Engineering SpA in 1972, and in 2004 was acquired by the Maire Group, becoming Maire Engineering. Finally, in October 2008 it was merged into Tecnimont. Thanks to its long-standing presence in the city, Maire Tecnimont has played an important part in Turin’s development in recent years. In 1995 the city began a complex economic recovery and urban development programme that included infrastructural improvements, new transport systems, brownfield recovery, restoration of the historical centre, and upgrade of the suburbs. Maire Tecnimont has been actively engaged in this programme and, in particular, in work carried out for the 2006 Winter Olympics. Examples of the latter include the Palavela stadium used for skating races, built in the record time of less than 14 months, and the Olympic Village, which comprised three residential units housing 2,500 athletes and their families with gymnasia and service facilities. In complex civil buildings, Maire Tecnimont has been involved in the design of Turin University’s Faculty of Law and Political Sciences. The new layout, developed by Maire Engineering in collaboration with the architect Norman Foster, is characterized by flexibility and is capable of responding to the university’s future growth and transformation. Maire Tecnimont’s main contribution to Turin development currently is in the implementation of a state-of-the-art mass transport system.

Client: Contractor:

Contract value: Length:

GTT SpA Tecnimont and Siemens Transportation Systems (the Transfima Consortium) ¤100 million (Tecnimont share 51%) 14 km (Fermi-Porta Nuova station)

Turin Metro – Line1 (First Part) Tecnimont built Italy’s first completely automated (driverless, VAL technology) underground mass transportation system in Turin. The project was awarded to the Tecnimont-led Transfima consortium in 2000 and completed in 2007. The VAL (automated light vehicle) technology provides many benefits to passenger comfort and safety: optimization of train transit frequency, lowering of vehicle vibrations, and innovative platform door systems. Finally, the lowerdiameter tunnels meant that the delivery time of the project was shortened and construction-related problems and inconvenience for the city were reduced.

Turin Metro – Line1 (Extensions) In December 2006, Tecnimont signed a contract for 3.1 km extension of the Turin Metro Line 1. The new route from Marconi to Lingotto 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 facilities. The work poses considerable technical difficulties because of the need to minimize the impact of the construction sites. The line extension crosses the centre of Turin, where the traffic level is high and urban activities are concentrated. As consortium leader, Tecnimont is in charge of procurement, design and construction, including environmental studies and compliance with health and safety regulations. By the end of 2008, 62% of the work had been completed. The whole contract, worth about ¤100 million, will be finished by 2010. A further extension of the Metro Line 1 from Lingotto to Bengasi, based on the same VAL technology, should be approved by the city authorities soon. Under an outline agreement Transfima would handle system engineering, technology procurement, and construction supervision. The consortium has also developed a preliminary design for a western extension of Line 1, from Collegno to Cascine Vica.

Excellence in High-Speed Railways

Rome: Past, Present, and Future Maire Tecnimont has been present in Rome since 1983, when the original Maire companies were founded. The Group now has its legal and administrative headquarters in Italy’s capital city, sharing office space with the engineering task force working on mass transport systems, and with the wholly owned subsidiary MST, a leading player in public-sector facility management. Maire has completed a number of important projects in the Rome area in recent years, including civil and industrial buildings, cultural heritage restoration projects, and urban development programmes. The most prominent was the construction of the new Ara Pacis Museum designed by the architect Richard Meyer in the centre of Rome, which is built around the imperial Roman altar dedicated to peace. Maire Tecnimont’s activities in the city are currently focused on mass transportation systems.

Metro Rome – B1 Line The B1 Line project, started in 2005, involves the detailed design and construction of a Metro line that is completely underground. Three stations are being constructed: Annibaliano, Gondar, and Conca d’Oro, one of which is 36 metres below the surface. The tunnel boring machine (TBM) earth pressure balance (EPB) excavation technology used in the project permits a significant reduction of overlying soils of low mechanical performance and high water content in areas of significant historical and architectural interest. The work will be completed by 2011. In 2008 Tecnimont started to extend the B1 line by 1,100 metres from Conca d’Oro to the next station, Piazzale Ionio. The project involves the construction of three car parks near the stations. The value of the project is about ¤160 million, of which Tecnimont’s share is 16%.

Client: Contractor: Contract value: Lenght:

Comune di Roma and Roma Metropolitane Tecnimont and others ¤360 million (Tecnimont share 15%) 3.6 km

Maire Tecnimont has been involved with high-speed railways for many years and has developed considerable experience and expertise. The Group is part of the CAVET and CAVTOMI consortia taking part to the construction of two of the most important Italian high-speed lines from Turin to Milan and from Florence to Bologna. TAV, the subsidiary of Italian State Railways responsible for high-speed development, has entrusted the two consortia with the preliminary, final and detailed design, environmental impact assessment, environmental monitoring services, and related construction works for the two lines. The Turin-Milan line will have a length of 125 km, and includes four interconnections with existing lines, 150 km of ordinary roads and motorways and 16 motorway junctions. The first part of the line, from Turin to Novara, is already in operation. Tecnimont’s share of the entire project was worth about ¤380 million at the contract date. The 78 km Bologna-Florence railway line has one interconnection with existing lines, 73.4 km of tunnels and 110 km of ordinary roads. The project is technologically complex, with over 90% of the line being laid in tunnels under the Apennine Mountains. The consortium has had to overcome many technical problems, including the excavation of tunnels in poor and variable terrain. The mountainous nature of the Apennine region has also made it necessary to carry out large-scale landscaping and other infrastructural work. The line will enter into operation by the end of 2009. Tecnimont’s share of the project was about ¤490 million at the contract date. Tecnimont has also developed the preliminary and final design and environmental impact assessment for the civil works and railway superstructure for the long-awaited Milan-Genoa high-speed railway. The Company is part of the COCIV consortium that will handle design and construction. The project will consist of 54 km of double-track line, of which 37 km will be in tunnels. The Italian government decided recently to push ahead with this long-delayed project because of its strategic importance for the national economy.

Client: Contractor: Contract value: Lenght:

Italferr SpA (Italian State Railways) Tecnimont (consortium leader) ¤128 million 14 km

Lamezia Terme-Catanzaro Railway As consortium leader, Tecnimont carried out detailed design and construction of the new railway line linking Settingiano and Catanzaro Lido in Calabria. The contract included the design and construction of the railway superstructure along the line and inside the stations, and all technological equipment required for its operation. The latest techniques were used for the tunnel, in particular tunnel boring machine (TBM) earth pressure balance (EPB) technology. This enabled the tunnel to be dug at an average of 16 metres/day, with a peak rate of 37 metres/day. The project was part of a wider urban recovery programme for the socio-economic development of the area. Particular attention was given to an integrated quality/environment/safety management system. The line was put into operation in June 2008.

Connecting Southern Italy

Salerno-Reggio Calabria Highway

Historically southern Italy suffers from the lack of an efficient, modern transport infrastructure. Major public investment programmes are under way to remedy this weakness. Maire Tecnimont is working on three main transport projects that will significantly reduce current bottlenecks on railways and highways.

Tecnimont is part of a consortium selected in October 2008 as the preliminary winner of a tender to act as general contractor for the modernization and upgrading of about 20 km of the Salerno-Reggio Calabria A3 Highway, in Cosenza province. The client is the national highways authority Anas. The contract foresees detailed design, construction management and realization of the works, as well as environmental monitoring and safety coordination, both in the design and in execution phases. The value of the project is around ¤400 million, of which Maire Tecnimont’s share will be around ¤200 million. The project includes the construction of eight viaducts and nine tunnels, together with the enlargement of the Viadotto Italia across the Lao river valley, which at 259 metres is the highest Italian highway bridge.

Fiumetorto-Cefalù Railway and the Imera Archaeological Site

Client:

As general contractor, Tecnimont 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, near Palermo in Sicily. 12 km of new track will be constructed alongside the existing one-track line, 4 km will be in tunnels and another 4 km will be new track. Construction started officially in May 2008 and is due to end in 2011. Preliminary work on the tunnel excavation and new track is already complete. Tecnimont is in charge of environmental supervision and management of the project. The works area has a high hydrological risk and is also adjacent to the archaeological site at Imera. This is one of the largest archaeological sites in Europe, covering an area of about 15,000 sq. metres, where in 2008 archaeologists discovered the ancient necropolis of Himera. The 70 or so people working on the site have so far uncovered more than 1,500 tombs from the Greek period (648-409 BC). They expect ultimately to find more than 12,000 tombs. Among the finds are such day-by-day objects as coins, pots, baby’s bottles, etc. All parties involved have cooperated to ensure that this valuable heritage site is being excavated without halting a strategic public investment essential for the development of Sicily.

Contractor: Contract value: Lenght:

Rete Ferroviaria Italiana (Italian State Railways) Tecnimont ¤314 million 20 km

Complex Civil Buildings and Architectural Excellence Three projects have been chosen in this section to illustrate Maire Tecnimont’s capabilities in complex civil and industrial buildings (hospitals, office buildings, service centres and so on). A common feature of our work is the combination of innovative technological solutions with attention to architectural design and landscaping, particularly in the maintenance or refurbishment of historic buildings.

Amato Real Estate Tecnimont has undertaken the redevelopment of the site of a former pasta factory owned by the Amato family in Salerno (southern Italy). The redevelopment is one of several private and public initiatives in the town carried out by prominent international architects. The Amato project, designed by the French architect Jean Nouvel, foresees the development of a new residential and commercial complex alongside a new 5,000 sq. metre park. 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 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. The project will play a strategic role in the development of the surrounding area.

Client: Contractor: Contract value: Area:

Amato Real Estate Tecnimont ¤40 million 18,000 sq. metres

Client: Contractor: Contract value: Area:

Technogym Tecnimont ¤50 million 50,000 sq. metres

Technogym Village

Client:

Comune di Avellino, Regione Campania and Avellino Health Department Tecnimont (leader) and others ¤200 million 100,000 sq. metres

Avellino Hospital

Contractor: Contract value: Area:

Technogym Village, with small lakes, fitness facilities and a sports centre, is under construction in Cesena (central Italy) in a park of over 61,000 sq. metres. The pioneering “wellness factory”, designed by the architects Antonio Citterio & Partners, includes an area of 40,000 sq. metres for assembly and logistic services, as well as 11,000 sq. metres for administrative and commercial activities, a research centre, gymnasium and a wellness area. The project features innovative use of materials; the buildings’ external coverings are made of wood, glass and aluminium. The project should be completed by 2010.

This project includes the construction of a hospital that will become the sole hospital of Avellino and offer advanced medical assistance to the entire province. The distinctive element of the hospital layout is the central square, from which horizontal routes fan out to connect the various parts of the estate. The hospital will house 880 beds and have 10 operating theatres. The Healthcare Centre of Avellino will be 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. The project will be completed by December 2010.

CORPORATE GOVERNANCE

11 Company Profile The governance of Maire Tecnimont SpA is based on the traditional organizational model, with a General Shareholders’ Meeting, a Board of Directors and a Statutory Board of Auditors. The Board of Directors has established two internal committees with advisory functions, the Remuneration Committee and the Internal Control Committee, in accordance with Italian Stock Market Regulations and the Corporate Governance Code of Italian Listed Companies, to which the Company adheres. Pursuant to Article 155 and subsequent articles of the Italian Consolidated Finance Act (TUF), the Shareholders’ Meeting on 10 July 2007 decided – based upon a proposal from the Statutory Board of Auditors – to give a mandate to Deloitte & Touche SpA to audit the corporate accounts for the fiscal years 2007-2015, according to the terms and conditions specified by the auditing firm, which have been filed in the Company’s records. Since 26 November 2007, Maire Tecnimont SpA shares have been traded on the Italian electronic stock market (Mercato Telematico Azionario – MTA), which is organized and managed by Borsa Italiana SpA. The corporate governance system is essentially oriented towards the creation of shareholder value in the medium and long term, conscious of the social relevance of the Company and Group activities and the underlying need to consider the interests of all stakeholders adequately. The Company directs and coordinates Tecnimont SpA according to Article 2497 of the Italian Civil Code.

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 re-appointment.

Board of Directors 31 December 2008

FABRIZIO DI AMATO Chairman of the Board of Directors and Chief Executive Officer Non Independent Executive

Members

Position

Executive

Fabrizio Di Amato

Chairman and Chief Executive Officer

Massimo Sebastiani

Director

Gianni Bardazzi

Director

Saverio Signori

Director

Giovanni Malagò

Director

Stefano Fiorini

Director

Roberto Poli

Director

Adolfo Guzzini

Director

Giuseppe Colaiacovo

Director

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 Confindustria, member of the Board of OICE (association of Italian engineering, architectural and technico-economic consultancy organizations), member of the Executive Committee of the Rome industrialist and enterprises association (UIR), member of Consulting Committee of the Polytechnic University of Turin (Faculty of Architecture), member of the Consulting Committee for Developing Countries of Confindustria (the confederation of Italian industries) and member of the Steering Committee for the VertiPass project, carried out by AgustaWestland and The European House-Ambrosetti.

MASSIMO SEBASTIANI Senior Vice President, Administration, Finance and Control 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.

GIANNI BARDAZZI Senior Vice President, Strategic Marketing and Special Initiatives 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 engineering and construction associations and International Chambers of Commerce. He manages the Group’s merger and acquisition activities, with responsibilities from screening potential opportunities to executing and closing deals, valuation of investment projects, and project financing. He has held his current position since September 2007.

SAVERIO SIGNORI 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.

GIOVANNI MALAGÒ Born 1959. He graduated 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 ( Environmental Italian Fund, the organization dedicated to preserve Italy’s artistic and environmental heritage), Musica Park Auditorium of Rome. Since 2007 he has been advisor to HSBC for Italy. In the sport sector he has hold relevant assignments as Chairman of the Organizing Committee of the 13th FINA World Championships Rome 2009, member of the Organizing Committee of the World Volleyball Championship 2010 and member of the Italian Olympic Academy.

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 has held the post of statutory auditor for several companies.

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

Functions of the Board of Directors The Board of Directors plays a central role in the corporate organization, and drives the pursuit of the strategic goals of the Company and the Group. It also 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 organizational, administrative and accounting structure of the Company and its strategically significant subsidiaries as drawn up by the Chief Executive Officer, with specific reference to the internal control 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; formation and regulation of committees within the Board of Directors, the appointment of committee members and determination of their emoluments; 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.

ADOLFO GUZZINI Born 1941. He co-founded iGuzzini illuminazione, where he is currently President. 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 Vice-President. From 2009 he has been the President of the Italian Design Council. He has received the title of Knight of Labour and was awarded an Honorary Degree in International Economics.

GIUSEPPE COLAIACOVO 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. He has also served as Chairman of Sirci Gresintex SpA and Chief Executive Officer of Goldlake Investment.

Internal Control Committee The Internal Control 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 Control 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 Companyâ&#x20AC;&#x2122;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.

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 Boardâ&#x20AC;&#x2122;s opinion, justified by the organizational structure of the Company and the Group to which it belongs, and by the particular nature of the Companyâ&#x20AC;&#x2122;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, except for and excluding those powers and responsibilities which have been specifically reserved for the whole 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 on at least a quarterly basis.

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.

Organizational Model Pursuant to Legislative Decree 231/2001 On 28 June 2007, the Company approved and adopted the Organizational and Management Model drawn up pursuant to and for the intents and purposes of Legislative Decree No. 231/2001, of which the Code of Ethics is 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.

Profiles of the Top Managers FABRIZIO DI AMATO, Chairman & CEO GIANNI BARDAZZI, Senior Vice President, Strategic Marketing and Special Initiatives MASSIMO SEBASTIANI, Senior Vice President, Administration, Finance and Control

Executive in Charge of Preparing the Company’s Financial Accounts

For their profiles see page 73.

ALESSANDRO BERTOLINI General Counsel

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.

Born in 1962, he graduated cum laude from Bologna University Law School in 1987. In 1993 he earned a Master of Laws at the Paul M. Hebert Law School of Louisiana State University, Baton Rouge (USA). A member of the Louisiana State Bar Association, he was a practicing attorney in the USA, working as an associate in the Harris Law Firm in New Orleans. In 1995 he moved back to Italy and, since then, has served as General Counsel for Fata Group SpA and for Piaggio & C. SpA. He has been in his present position since December 2008.

ANDREA BRUNETTI Senior Vice President, Corporate Development Born in 1959, he graduated in Mechanical Engineering in 1985 and joined Snamprogetti SpA to manage projects in Italy, Iran and China. In 1995, he joined Tecnimont SpA to set up Tecnimont ICB in India, where he was Joint Managing Director until 2002. Returning to Italy, he was Executive Vice President of Operations & Engineering at Tecnimont until early 2007 and then Managing Director of Maire Engineering in Turin until September 2008, when he was entrusted with his present responsibilities.

CHAIRMAN AND CEO

ENZO CAETANI Tecnimont Managing Director

F. DI AMATO

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 CEO of E&M Services in 2001 and Operations Director of Snamprogetti in 2002. He joined the Maire Tecnimont Group in July 2006, taking up his current position. GENERAL COUNSEL A. BERTOLINI

INVESTOR RELATIONS

INTERNAL AUDIT

L.Y. KAY

U. MINO

CORPORATE DEVELOPMENT

ADMINISTRATION, FINANCE AND CONTROL

HUMAN RESOURCES, ORGANIZATION AND ICT

PROCUREMENT

STRATEGIC MARKETING AND SPECIAL INITIATIVES

A. BRUNETTI

M. SEBASTIANI

F. GHIRINGHELLI

M.RUZZA

G. BARDAZZI

MANAGING DIRECTOR TECNIMONT E. CAETANI

FRANCO GHIRINGHELLI Senior Vice President, Human Resources, Organization and ICT 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 Organization 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, Organization and ICT at Impregilo. He joined the Maire Tecnimont Group in November 2005, taking up his current position.

LAWRENCE Y. KAY Head of Investor Relations 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 started 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.

UMBERTO MINO Internal Audit Head of Department Born in 1946, he graduated in Chemical Engineering in 1969 and in Business Administration in 1975. From 1981 to 1996 he held different positions in the Administration, Finance and Control area of Ausimont SpA and Montedison SpA. He joined the Maire Tecnimont Group in 1997. He has been in his present position since 2003.

MARIO RUZZA Senior Vice President, Procurement 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. 79

CORPORATE SOCIAL RESPONSIBILITY

12 Corporate Social Responsibility (CSR) is an integral part of Maire Tecnimont’s vision of global sustainability, as a multi-level approach to promote the proper economic and financial management of the Company, as well as positive relations with society and the environment. Sustainability encompasses all the economic, environmental and social dimensions of the Company’s life, by means of ethical commitment, high quality standards, and transparent relations with all its stakeholders. These elements are of paramount importance in gaining and safeguarding a recognized competitive advantage in terms of international reputation. The people of our Group have long experience of working in a wide range of countries and cultures. They are well aware of the fundamental importance of proper transparent relationships with clients and local communities based on respect for their different cultures and flexibility in meeting local socio-economic and environmental needs. Maire Tecnimont views acting responsibly as thinking of the community in its widest, most universal sense, through human development projects ranging from educational and social promotion to cultural heritage programmes. The following were the main CSR initiatives of the Group in 2008.

Acqua Acetosa Fountain Restoration, Rome Maire Tecnimont is among the sponsors of the project for the creation of the Acqua Acetosa Fountain Park in Rome, promoted by the Municipality of Rome’s Cultural Heritage Office and Circolo Canottieri Aniene. The project involves the restoration of the famous ornamental seventeenth century fountain, redevelopment of the surrounding area for public enjoyment, creation of a park and the improvement of access facilities. This prestigious project, lasting 17 weeks, will restore a well known monument of Rome to its former splendour.

Maire Tecnimont Rugby Monza For the 2008-2009 and 2009-2010 seasons, Maire Tecnimont will be the title sponsor of ASD Rugby Monza 1949. All the teams of the historic Lombard club will adopt the Maire Tecnimont Rugby Monza name. This social responsibility sponsorship programme is focused on education and social inclusion of young people in deprived areas by promoting sport and fitness issues as well as ethical values. To experience the values embodied in the game of rugby – team spirit, a healthy competitive attitude, respect for one’s opponent and a strict regard for the rules - is a way to promote positive educational ideals in practice. These values are shared by Maire Tecnimont employees in their day-by-day work around the world. The Rugby Monza Sporting Club, which has 14 senior and junior teams and more than 300 player-members, has been undertaking educational and social inclusion activities for young people for many decades. It is currently promoting the game of rugby and its values in a deprived area of Italy where young people are at risk of social marginalization, through a training programme involving 14 schools, 80 classrooms and 2,500 students.

Training Centre in Chile

“In the Open” Project The Maire Tecnimont Group is celebrating several important anniversaries in 2008-2009: 25 years since the foundation by Fabrizio Di Amato of the Maire companies in Rome, 35 years since the foundation of Tecnimont, and 50 years since the foundation of the Indian subsidiary TICB and the French subsidiary Sofregaz. The painter Antonio Pauciulo was given the task of depicting the places and people of Maire Tecnimont in their daily work so that these anniversaries will not only be celebrated in memory but will also be the inspiration for something new. The artist analyses and depicts the world of complex engineering through a real experience of visiting places and meeting people. The world of Maire Tecnimont has been represented through the metaphor of "the human world", considering three aspects of the Company: the expertise of those involved (people), the geographical situation and organization of space (places), and the cultural and social situation (community). Maire Tecnimont people work in offices and construction sites, belong to different cultures and ethnic groups, and live in different parts of the world. The fact that they collaborate so successfully shows that diversity is an indispensable value that is not in conflict with cooperation, but actually consolidates a more complex idea of unity. The complex world of Maire Tecnimont will be represented through eight paintings in a polyptych, a series of images held together by a formal, compositional and iconographic theme.

In the framework of the Santa María Thermal Power Plant Project in southern Chile, Maire Tecnimont, jointly with the client, Colbún SA, has started an educational project aimed at providing the local community with the training and skills needed for various jobs on site. The specific target has been to organize a multi-functional training centre to train new employees in HSE issues, as well as providing vocational training for the local population. Specific training sessions focused on safety and environment are provided as a pre-condition for site access and recruitment. The vocational training centre has been set up in cooperation with the Centro Educacional de Alta Tecnología (CEAT – High Technology Educational Centre) in San Pedro de la Paz, Concepción. All new staff of Maire Tecnimont sub-contractors on site pass through the centre, where the Group’s HSE staff provide key information on the power project, particularly on workplace risks and health, safety and environmental issues. The training centre has had a positive impact on the workers since its inception, by spreading unified criteria and a single HSE approach to the different tasks on site. In addition to HSE training, Maire Tecnimont finances four vocational courses: electrical engineering, welding, plumbing, and electro-mechanical instrumentation. Each course is attended by about 15 participants and lasts for 40 hours. The minimum admission requirement is a primary school diploma or, in some cases, attendance at higher-level school. The full-day courses require a minimum 80% attendance and include final test evaluations. Each student receives a practical learning text and a daily allowance for travel and lunch. The training centre project is seen as an instrument of educational and social empowerment of the local population.

CONSOLIDATED FINANCIAL STATEMENTS

13 Income Statement Euro '000

2005

Revenues Other operating revenues Total revenues

521,323 16,048 537,371

Raw materials and consumables Services Personnel Other operating expenses Total Costs EBITDA

(106,389) (318,112) (47,400) (8,373) (480,274) 57,097

2006 1,046,798 13,063 1,059,861

2007

2008

1,928,213 55,817 1,984,030

2,401,417 61,377 2,462,794

(328,875) (969,396) (929,050) (495,749) (669,295) (1,076,428) (123,024) (162,670) (219,240) (18,054) (37,423) (50,712) (965,702) (1,838,784) (2,275,430) 94,159 145,246 187,364

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

(3,363) (21) (11,362) 42,351

(7,143) (2,771) (12,332) 71,913

(7,696) (2,933) (4,664) 129,953

(14,807) (1,659) (4,077) 166,821

Financial income Financial charges Gain / (Charges) on investments Pre-tax profit

10,651 (14,518) (190) 38,294

26,918 (37,539) (177) 61,115

23,583 (31,060) (144) 122,332

35,299 (17,771) (107) 184,242

Taxes Profit (Loss) after tax Attributable to: Group Minority interests Data per share: Net Income per share Number of shares outstanding (thousands)

(18,360) 19,934

(30,603) 30,512

(48,886) 73,446

(61,618) 122,625

19,551 383

30,073 439

73,188 258

117,346 5,279

0.23 322,500

0.37* 322,500

* Calculated net of treasury stock

Balance Sheet Euro '000

Cash Flow Statement 2005

2006

2007

2008

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

11,529 217,798 18,373 539 3,687 10,973 262,899

13,003 217,798 15,479 537 10,662 25,527 283,006

35,335 217,798 13,002 592 11,014 39,652 317,393

56,151 273,219 23,170 2,934 9,116 75,245 439,835

Inventory Construction contracts Trade receivables Current tax assets Derivatives Other current financial assets Other current assets Cash and cash equivalents Total current assets

17,518 134,860 249,604 14,462 123 43,757 96,464 158,610 715,398

134,143 202,148 311,543 26,454 17,272 29,866 77,259 359,025 1,157,710

120,607 215,707 512,489 35,587 44,109 52,297 104,468 490,160 1,575,424

169,623 488,916 475,024 70,417 10,060 11,544 127,910 531,412 1,884,906

Total Assets

978,297

1,440,716

1,892,817

2,324,741

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

15,000 25,000 0 1,261 (636) 40,625 4,061 19,551 64,237 1,894

15,000 25,000 5,328 793 12,559 58,680 18,332 30,073 107,085 8,844

16,125 83,045 6,012

16,125 83,045 1,863

35,938 141,120 48,453 73,188 262,761 2,108

6,981 108,014 99,622 117,346 324,982 5,602

Total Shareholders' Equity

66,131

115,929

264,869

330,584

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

123,091 19,191 14,531 32,448

163,446 24,771 17,119 28,457

99,800 19,395 20,029 25,022 0 0

131,667 24,022 7,522 23,408 29,800 5,047

Total non-current liabilities

189,261

233,793

164,246

221,466

Short-term debt Provisions for risks and charges Tax payables Derivatives Other current financial liabilities Advances from customers Construction contracts Trade payables Other current liabilities Total current liabilities

130,542 0 32,033 5,531 81 38,624 126,294 338,785 51,015 722,905

88,734 0 36,764 7,024 0 263,943 169,109 460,950 64,470 1,090,994

76,953 8 47,921 2,706 309 346,250 177,877 735,771 75,907 1,463,702

75,660 12,071 47,989 1,000 0 547,932 244,351 772,304 71,384 1,772,691

Total Equity and Liabilities

978,297

1,440,716

1,892,817

2,324,741

Euro '000

2005

2006

2007

2008

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

85,572

158,610

359,025

490,160

Net Income Adjusted for: Ammortization of intangible assets Depreciation of tangible assets Provisions for risk and charges Writedowns Financial (income) / charges Corporate income taxes

19,934

30,512

73,446

122,625

1,736 1,627 11,362 190 684 18,360

4,430 2,713 12,332 291 10,018 30,603

3,858 3,837 7,598 290 7,622 48,886

9,090 5,716 5,736 153 (17,574) 61,618

(17,078) 164,771 (10,745) 17,557 (25,521) 7,609 (56,227) 16,612

(116,625) (61,940) (67,288) 3,065 1,394 2,589 347,485 42,815

13,536 (200,945) (13,560) 6,606 (90,602) 2,911 357,127 8,769

(49,016) 35,807 (273,209) 25,274 (22,554) (12,507) 238,216 66,474

(3,321)

(10,743)

(16,402)

10,999

(4,721)

(37,865)

(46,861)

(96,379)

142,829

193,786

166,115

110,469

69 (1,150) 3,155

(4,186) (1,536) -

(26,170) (1,381) (0)

(26,532) (19,259) (55,421)

(99,564)

7,568 19

2 (5,483)

(11) (4,716)

(2,342) 1,745

(89,903)

(11,203)

(32,278)

(101,810)

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

(2,797) 24,661

40,633 (42,086)

(14,799) (63,397)

8,539 39,609 42,529 (1,174)

(1,752)

19,285

1,125 62,016 (3,971) 16,324

Cash Flow from financing activities (D)

20,112

17,832

(2,702)

32,593

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

73,038

200,415

131,135

41,253

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

158,610

359,025

490,160

531,412

(Increase) / Decrease in inventory (Increase) / Decrease in trade receivables (Increase) / Decrease in construction contract assets Increase / (Decrease) in other liabilities (Increase) / Decrease in other assets Increase / (Decrease) in deferred tax liabilities Increase / (Decrease) in trade payables Increase / (Decrease) in construction contract liabilities Increase / (Decrease) in provisions for risk and charges (including Retirement benefit provisions) Income tax paid Cash Flow from operating activities (B)

(Investment) / Disposal in non-current tangible assets (Investment) / Disposal in intangible assets Change in goodwill Acquisition of companies (or business lines) net of cash and cash equivalents acquired Investments in associated companies Increase / (Decrease) in other investment assets Cash Flow from investment activities (C)

(34,335) (22,575)

LIST OF ABBREVIATIONS E&C: EBITDA: EPC: EPCM: EPPE: FEED: GTCC: HDPE: HSE: KPI: LCBR: LTI: LSTK: LDPE: LLDPE: OSHA: PE: PET: PP: PTA: QMS:

engineering and construction earnings before interest, tax, depreciation and amortization engineering, procurement and construction engineering, procurement and management of construction easy process polyethylene front-end engineering design gas turbine combined cycle high density polyethylene health, safety and the environment key performance indicator low cis butadiene rubber lost-time injury lump-sum turnkey low density polyethylene low linear density polyethylene the US Occupational Safety and Health Administration polyethylene polyethylene terephthalate polypropylene purified terephthalic acid quality management system

SUBSIDIARIES, BRANCH AND REPRESENTATIVE OFFICES

ALBANIA Branch Office Rruga Deshmoret e 4 Shkurtit Sky Tower, Kati.5, Zyra. 54 Tirane BRAZIL Tecnimont do Brasil Av. Paulista, 1842 7 andar – CJ. 75 Edificio Cetenco Plaza Torre Norte Cep 01310-200 Sao Paulo P +55 11 21753900 F +55 11 21753952 comercial@mairengineering.com.br Maire Engineering do Brasil Av. Bias Fortes, 382 14-16-17 Andares-Lourdes Belo Horizonte-Minas Gerais Cep. 30.170-010 P +55 31 21086700 F +55 31 21086799 Av. Marechal Floriano, 19 19 andar – Centro Cep 20080-003-Rio de Janeiro (RJ) P +55 21 22334580 CHILE Tecnimont Chile Ltda Avda. Vitacura, 5250 Of. 208 CP 7630225 Santiago de Chile P +56 2 899 2800 F + 56 2 3713626 FRANCE Sofregaz SA 4, Allée de Seine 93200 Saint Denis France P +33 1 80603000 F +33 1 80603212 contact@sofregaz.fr GERMANY TPI - Tecnimont Planung und Industrieanlagenbau GmbH Eisenhüttenstraße 99 38239 Salzgitter P +49 5341 214231 F +49 5341 218146 info@tpi-gmbh.com

Edited by Maire Tecnimont Communication Department Graphic Design: Max Giglietti Photos: Maire Tecnimont Image Bank, Gughi Fassino, Carlos Juan Jones, Matteo Paini, Shutterstock Printing: Sograf Srl July 2009

INDIA Tecnimont ICB Pvt Ltd. Bldg. No. 2, Plot No. 504 Chincholi Bunder Link Road, Malad (West) Mumbai 400064 P +91 22 66945555 F +91 22 66945599 info@ticb.com Branch Office Ashoka Hotel Suite No. 446 50 B Chanakyapuri New Delhi 110 021 P +91 11 26110101 F +91 11 24102337 ticbdel@satyam.net.in Branch Office Shanti Nikentan 4th Floor 8, Comac Street Kolkata 700 017 P +91 33 22826790 F +91 33 22823200 IRAN Branch Office Flat n. 7, Bldg. N. 330 Kolahduz Street Kaveh Cross Road 1943683461 Tehran P +98 21 2257 9665 F +98 21 22574177 tecnimont@tecnimontiran.com ITALY Maire Tecnimont Headquarters www.mairetecnimont.it comunicazione@mairetecnimont.it Via di Vannina, 88/94 00156 Roma P +39 06 4122351 F +39 06 412235610 Viale Monte Grappa, 3 20124 Milano P +39 02 63131 F +39 02 63139052 Corso Ferrucci, 112/a 10138 Torino P +39 011 0056111 F +39 011 0056444

Viale L. Ariosto, 24/b 50124 Firenze P +39 055 2280609 F +39 055 2335517 Via E. Mattei, snc 72100 Brindisi P + 39 0831 5591 F + 39 0831 559229 Via Paleocapa, 3d 24122 Bergamo P +39 035 0774200 F +39 035 0774250 KINGDOM OF BAHRAIN Branch Office Bldg. No 51, Road No 1401 Block No. 614, Um Al Baidh, Manama P +973 17735943 / 33617 F +973 17736095 KINGDOM OF SAUDI ARABIA Tecnimont Arabia Ltd Al Mukmal Plaza 5th floor - Office n. 51B Palestine Street P.O. Box 23448 Jeddah 21426 P +966 2 6686112 F +966 2 6672110 info@tecnimontarabia.com.sa KUWAIT Branch Office Mareena Tower Al Mahbula Gulf Rd. Block 4 - 3rd. Floor Office nr. 310 20 A-Tower - P.O. Box 750 Fintas 51008 P +965 3729845 F +965 3727075 LIBYAN GSPLAJ Branch Office Abdurrahman Dekheel Street El-Andolus (Gargaresh) Tripoli P.O. Box 955 LUXEMBOURG IMM.LUX.Sa 65, Boulevard GrandeDuchesse Charlotte L-1331 P +352 26449616 F +352 26383510 MALTA JTS Contracting Company Ltd 2nd Floor, Level 5 The Mall Complex The Mall, Floriana P/F +356 21237640 NIGERIA Tecnimont Nigeria Ltd 57 b, Lobito Crescent Wuse 2, Abuja P/F +234 9 4612456 techninigeria@yahoo.com

PEOPLE’S REPUBLIC OF CHINA Representative Office Silver Tower - Unit 617 2, Dongsanhuan Beilu 100027 Beijing P +86 10 64106290/64106292 F +86 10 64106291 c.cai@tcmbj.com POLAND Tecnimont Poland Sp.Zo.o Al. Wojska Polskiego 27 m 26 01-515 Warsaw P +48 22 8699945 F +48 22 8699948 PORTUGAL Tecnimont EIL Emirates – Consultores e Serviços Lda Avenida Arriaga 77 Edificio Marina Forum 6° Andar Funchal (Madeira) QATAR Branch Office c/o Qatar Chemical Company Ltd Mesaieed Industrial City State of Qatar P +974 4766851 RUSSIAN FEDERATION Tecnimont Russia OOO Ul. Petra Romanova, 14, k.1 115193 Moscow P/F +7 495 3801417 tcmru@online.ru SPAIN Empresa Madrileña de Ingenieria y Construccion SA (Emic) Paseo della Castellana, 115 60 izda 28046 Madrid P +34 91 5972621 F +34 91 5556230 SWEDEN Branch Office c/o Borealis AB SE-44486 Stenungsund SWITZERLAND TWS SA Via L. Taddei, 13 6962 Viganello Lugano P +41 91 9713691 F +41 91 9713693 info@tws-sa.ch UNITED ARAB EMIRATES Branch Office Electra Road Al Nowais Building P.O. Box 51120 Abu Dhabi P +971 2 6450988 F +971 2 6447553 tecabd@emirates.net.ae

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