Facts & Figures 2009 by MAIRE

FACTS & FIGURES 09

BOARD OF DIRECTORS

FACTS &FIGURES

2009

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

STATUTORY AUDITORS Chairman Giorgio Loli Acting 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 Corporate Initiatives Mario Ruzza SVP Administration, Finance and Control Massimo Sebastiani General Counsel Alessandro Bertolini Head of Investor Relations Lawrence Y. Kay Tecnimont Managing Director Roberto Bertocco Tecnimont Vice-Chairman Enzo Caetani

www.mairetecnimont.it

FACTS & FIGURES 09

BOARD OF DIRECTORS

FACTS &FIGURES

2009

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

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

INDEPENDENT AUDITORS Deloitte & Touche SpA

www.mairetecnimont.it

KEY FIGURES

In € million

REVENUES BY SECTOR

BACKLOG

Infrastructure & Civil Engineering 12%

4,196

4,534

ALBANIA Branch Office Rruga Deshmoret e 4 Shkurtit Sky Tower, Kati. 5, Zyra. 54 Tirane

4,728

3,768 Chemicals & Petrochemicals 46%

BRAZIL Tecnimont do Brasil Construção e Administração de Projetos Ltda 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

Power 34% Oil & Gas 8%

REVENUES BY GEOGRAPHIC AREA Others 3% The Americas 33%

REVENUES 2006

Italy 14%

2007

2008

2,463

2009

2,164

1,984 Europe EU 7% Europe non-EU 5%

Middle East 38%

Infrastructure & Civil Engineering 17%

EBITDA 187

Chemicals & Petrochemicals 13 %

2006

2007

2008

2009

145

94 Power 24%

BACKLOG BY GEOGRAPHIC AREA Others 3% The Americas 24%

NET INCOME * 2006

Italy 19%

2007

117

2009

Europe EU 3% Europe non-EU 5%

Middle East 46% All figures are rounded, ensuring totals sum to 100%.

2008

2006 * After minorities.

EGYPT Tecnichem for Technical Services 3EL Mokhain EL Daem Street Nasr City, Cairo FRANCE Sofregaz SA 4, Allée de Seine 93200 Saint Denis P +33 1 80603000 F +33 1 80603212 contact@sofregaz.fr

133

Oil & Gas 46%

Av. Paulista 1842, 7°p. Bldg. Cetenco Plaza Torre Norte, San Paolo P +55 11 21753900 F +55 11 21753952 CHILE Tecnimont Chile Ltda Avda. Vitacura, 5250 Of. 208 CP 7630225 Santiago de Chile P +56 2 899 2800 F + 56 2 3713626

1,060

BACKLOG BY SECTOR

SUBSIDIARIES, BRANCH AND REPRESENTATIVE OFFICES

2007

2008

2009

GERMANY TPI - Tecnimont Planung und Industrieanlagenbau GmbH Eisenhüttenstraße 99 38239 Salzgitter P +49 5341 214564 F +49 5341 214326 info@tpi-gmbh.com INDIA Tecnimont ICB Pvt Ltd. Bldg. No. 2, Plot No. 504 Chincholi Bunder Link Road, Malad (West) Mumbai 400064 P +91 22 66945555 F +91 22 66945599 info@ticb.com

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 IRAN Branch Office Flat n. 7, Bldg. N. 330 Kolahduz Street Kaveh Cross Road 1943683461 Tehran P +98 21 22579665 F +98 21 22574177 tecnimont@tecnimontiran.com ITALY Maire Tecnimont Headquarters info@mairetecnimont.it Piazzale Flaminio, 9 00196 Roma P +39 06 412235300 F +39 06 412235610 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, 3/d 24122 Bergamo P +39 035 0774200 F +39 035 0774250 TKTI Via Castello della Magliana, 75 00148 Roma P +39 06 602161 F +39 06 65793002

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 16/F Al Hugayet Tower P.O. Box 30924 Al Khobar 31952 P +966 3 8496300/400/800 info@tecnimontarabia.com.sa Al Mukmal Plaza 5th floor - Office n. 51B Palestine Street P.O. Box 23448 Jeddah 21426 P +966 2 6686112 F +966 2 6672110 KUWAIT KPPC Aromatics plant project office (Equate gate) Shuaiba Industrial Area P +965 23262138 F +965 23263668 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 MEXICO Tecnimont Mexico SA de CV Montes Urales 415-3A Lomas de Chapultepec NIGERIA Tecnimont Nigeria Ltd 57 b, Lobito Crescent Wuse 2, Abuja P/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 Stamicarbon Office Unit 17-01G, 17th Floor, Tower B. Ping An International Financial Center No. 1-3, Xin Yan Road, Chaoying District 100027 Beijing P +86 10 58291718 F +86 10 58291966 stamicarbon@vip.sina.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 – sala 605 9000 – 060 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 Stamicarbon Office Zemlyanoy val 9, floor 4, office 4008 Regus Business Centry Citydel, LLC 105064 Moscow SPAIN Empresa Madrileña de Ingenieria y Construccion SA (Emic) Paseo della Castellana, 115 6° izqda 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 THE NETHERLANDS Stamicarbon Headquarters Mercator 2 6135 KW SITTARD P.O. Box 53 6160 AB GELEEN P +31 46 4237000 F +31 46 4237001 info@stamicarbon.com UNITED ARAB EMIRATES 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

FACTS &FIGURES

INDEX 1 2 3 4

2009

CHAIRMAN’S STATEMENT ___________________________________ 3 GROUP PROFILE ___________________________________________ 7 2009 HIGHLIGHTS _________________________________________ 11 ENGINEERING AND MAIN CONTRACTING ______________________ 19

4.1 CHEMICALS & PETROCHEMICALS_________________________ 4.2 OIL & GAS ____________________________________________ 4.3 POWER _______________________________________________ 4.4 INFRASTRUCTURE & CIVIL ENGINEERING ___________________

5 6 7 8 9

20 26 34 38

LICENSING AND IP _________________________________________ 45 RENEWABLE ENERGY _______________________________________ 51 CORPORATE INITIATIVES ____________________________________ 57 ENGINEERING CENTRES AND R&D ___________________________ 61 PEOPLE AND SOCIETY ______________________________________ 67

9.1 HUMAN RESOURCE MANAGEMENT________________________ 68 9.2 HSE AND QUALITY______________________________________ 70 9.3 CORPORATE SOCIAL RESPONSIBILITY _____________________ 76

10 CORPORATE GOVERNANCE __________________________________ 11 SHAREHOLDER NOTEBOOK _________________________________ 12 CONSOLIDATED FINANCIAL STATEMENTS ______________________

81 95 97

1 CHAIRMAN’S STATEMENT Dear Shareholders, 2009 was a challenging year for our Group. The global economy suffered from the financial crisis that began in 2008. World capital investment demand declined, although the effect on individual economies and markets varied. In particular, investment projects in countries with high levels of debt slowed considerably, which led to the suspension of tender processes and, in some cases, the postponement of projects already awarded and under way. Nevertheless, the self-financing economies reacted better to the tough business cycle, maintaining their investment plans, particularly in Oil & Gas, and continuing to award new contracts. The 2009 Consolidated Financial Statements of the Maire Tecnimont Group showed revenues of €2,164 million, EBITDA of €133 million and net income of €77 million. The parent company, Maire Tecnimont SpA, recorded net income of €31 million. The Group’s key market remains the Middle East, which generated revenue of €826 million. Our project execution capability was confirmed by the completion of several important projects, including the Kuwait aromatics complex, while the development of power projects in Chile and Brazil meant that Latin America became the Group’s second-largest geographical market.

In commercial terms, 2009 was an extraordinary year for the awarding of the GASCO contract. This project is for the construction of a gas treatment plant in Abu Dhabi with a total value of US$4.7 billion. The contract was awarded to a 50-50 joint venture of Tecnimont SpA and JGC. The contract is the biggest in our history, strengthening the Group’s reputation as a skilled global player in the Oil & Gas market. It enabled us to close 2009 with a level of new orders in line with those of the previous year, despite the difficult global economic situation. Our backlog rose 4.3% to €4.7 billion at year-end 2009. These results underscore our commercial capabilities, enabling the Group to look confidently towards the future. This is critical as we move towards the selection of the next commercial targets while the Engineering and Main Contracting market is becoming increasingly competitive.

In the Infrastructure sector, Maire Tecnimont has reached agreement with the other partners of the consortium mandated to construct the high-speed railway line that will connect Milan and Genoa. Tecnimont has a 20% stake in the consortium.

In terms of strategic growth, the key event of 2009 was the acquisition in October of the Dutch company Stamicarbon. Specializing in proprietary fertilizer technologies, Stamicarbon is the world market leader in urea technology licensing and is well known for the excellence of its research and development activities. Although it will continue to operate in the licensing market as a sister company, the acquisition of Stamicarbon will enable the Group to achieve significant synergies. I believe that Stamicarbonâ&#x20AC;&#x2122;s market leadership and technological know-how will ensure an outstanding return on our investment on a stand-alone basis. However, the true value of the acquisition centres on the commercial synergies to be realized. Maire Tecnimont will be able to leverage the expertise and standing of Stamicarbon to bid for EPC contracts for medium and large-sized plants in the fertilizer industry. The integration of Stamicarbon is expected to help secure new orders worth up to $1 billion/year for urea and/or ammonia installations. The industrial planâ&#x20AC;&#x2122;s objectives to expand the Groupâ&#x20AC;&#x2122;s production and technology base were pursued in 2010, promoting broader operations and a more optimal management of operating margins. On 19 May 2010, Maire Tecnimont announced that it had completed the acquisition of the entire share capital of Sofipart Srl, which has indirect control of Technip KTI SpA (TKTI), the international process engineering company based in Rome. TKTI, with 35 years of experience, has delivered more than 500 plants to the chemical, petrochemical and refining industries. It has gained considerable expertise in the fields of sulphur recovery and gas treatment, hydrogen and synthesis gas production units, and combustion furnaces for refineries and petrochemical plants, including the development of proprietary technologies. In 2010, the acquisition of the control of TKTI coincided with the operational integration of the Oil & Gas and the Chemical & Petrochemical Business Units. This development reflects both the operational organization of the Group today, where there is a single manager for the entire Business Unit, as well as the increased importance of Oil & Gas in our current business development and that foreseen in our strategic plan for 2009-2011. Two and a half years after its stock market listing, Maire Tecnimont Group is dramatically expanding its business and laying the foundations for high potential growth. The Group has a single, unified EPC platform since September 2008, when its key operating companies Tecnimont and Maire Engineering were merged. This integration enables the Group to manage projects of increasing size, to operate in more diverse markets, and have the flexibility needed to seize new opportunities more quickly.

Maire Tecnimont is therefore poised to face the new challenges of the market, underpinned by its strategic emphasis on enhancing its human capital, the Groupâ&#x20AC;&#x2122;s core strength. In 2009 and early 2010, we continued our programme to invest in human resources, designed to upgrade our project execution capabilities to handle increasingly larger contracts. As of 31 December 2009, the Maire Tecnimont Group had 4,538 employees, an increase of 266 over year-end 2008, 127 of whom were hired in Italy. Currently, the Group has more than 5,000 employees, including those of TKTI. 2010 will be a year of commitment and intense work to reposition the Group in new markets and secure even larger projects. The operational changes now being undertaken are expected to bear fruit in the years to come. I trust that the results presented, given the context of the current economic and competitive scenario, meet the approval of all our Shareholders and that the strategic decisions we have implemented will help us build a future oriented to longterm, sustainable growth.

Yours sincerely,

Fabrizio Di Amato Chairman & Chief Executive Officer

2 GROUP PROFILE Maire Tecnimont is a leading Engineering and Main Contracting Group operating worldwide in the Chemicals & Petrochemicals, Oil & Gas, Power, Infrastructure and Civil Engineering sectors. The Group also has key competences in licensing and IP, and specific focus in renewable energy. The Groupâ&#x20AC;&#x2122;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 many 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 more than 30 countries, it has over 40 operating companies and over 4,500 employees*, more than half of whom are outside Italy. Since November 2007 Maire Tecnimont has been listed on the Milan stock exchange.

Maire Tecnimont

Tecnimont Engineering & Main Contracting

Stamicarbon Licensing and IP Group Center

Met NewEn Renewable Energy

Met Development Corporate Initiatives

* As of 31 December 2009

Historical Background and Recent Milestones Maire Tecnimont has evolved through a series of important corporate mergers and acquisitions into one of the largest fully integrated private engineering and construction Groups in Italy. Maire Tecnimont was formed in 2005, combining the expertise of two major Italian engineering groups: Fiat Engineering (then Maire Engineering â&#x20AC;&#x201C; acquired in February 2004) and Tecnimont (October 2005). Fiat Engineering dates back to the 1930s, when the construction and plant division of the Fiat group first began designing and building automobile plants. It later evolved specialist skills in cogeneration and combined cycle plants in Italy and abroad, and also developed expertise in infrastructure, such as the design of high-speed railway lines and innovative underground railway systems. 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 former inherited the legacy of Giulio Natta, the Nobel prize-winner for chemistry in 1963, and specialized in building polyolefin plants. The latter had been active in electricity generation since the late nineteenth century. Tecnimont and its forerunners have been designing and constructing plants for the chemicals & petrochemicals, oil & gas, and power sectors in Italy and abroad for more than fifty years. The acquisition of Tecnimont by Maire was ranked as the second most important merger in Italy in 2005 (KPMG M&A Award 2006). Diversification is an essential component in the long-run growth of any company. In recent years, Maire Tecnimont has undertaken several important acquisitions to exploit new business opportunities. In 2008, it acquired Noy Engineering (Bergamo), which specializes in the design and supply of PET resin and polyester, nylon and acrylic fibre plants. In March 2009, the Group formed a dedicated unit, Met NewEn, to develop opportunities in biomass and solar power, important forms of renewable energy. Finally, in October 2009 the Group broadened and strengthened its technological expertise by acquiring Stamicarbon, a Dutch company offering advanced technology services worldwide, with many decades of experience in designing and innovating the urea manufacturing process. This acquisition allowed the Group to add licensing and intellectual property expertise to its traditional engineering and construction activities. Furthermore, the Group manages project finance opportunities through Met Development, which identifies and manages corporate equity investments in civil engineering projects, real estate and concessions mainly related to the last two sectors. Met Dev also provides project and construction management services in these areas. In May 2010, Maire Tecnimont finalized the acquisition of the entire share capital of Sofipart Srl, a company that controls 76.1% of KTI Management SpA, which, in turn, owns 75% of Technip KTI SpA (TKTI). TKTI has over 35 years of experience in the design and construction of plants for the chemical, petrochemical and refining industries. Through this acquisition, the Group gained significant references in the fields of sulphur recovery, gas processing, hydrogen and syngas production, and in high temperature furnaces for petrochemical plants and refineries. Thanks to its continued organic growth, coupled with the ambitious mergers and acquisitions strategy, Maire Tecnimont today occupies a leading position in the ranks of Italian and international engineering and construction companies. It 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, driving strategy and coordination of the following corporate areas: administration, finance and control; human resources, organization and ICT; strategic marketing and special initiatives; and procurement. It also directly handles other functions on behalf of the Group, such as legal and corporate secretarial, internal auditing, external communications and investor relations services.

Strategy Maire Tecnimontâ&#x20AC;&#x2122;s strategy, based on sustainable and profitable growth, aims at: consolidating its leadership in polyolefins, and enlarging its access to new technologies; reinforcing its capability to pursue mega-projects in gas processing, primary refining, conventional GTCC and coal-fired power plants, and in selected technology-related infrastructure projects; expanding the nitrogen fertilizer EPC business by leveraging ownership of Stamicarbon urea technology; developing new business in the petrochemical chain, such as steam cracking, propane dehydrogenation and secondary chemicals. Consolidating Group expertise in LNG regasification terminals; developing renewable energy activities, through selective investments as a developer and contractor; reinforcing expertise in nuclear power in order to play a leading role in this sector. The strategy will be implemented through: in-house development, selective M&A and integration of acquired companies; intensifying the local-content approach, in particular reinforcing the commercial and operating presence in the Middle East and North Africa (MENA) and South America, but also increasing commercial activities in other strategic areas; improving competitiveness and R&D initiatives.

3 2009 HIGHLIGHTS 18 February MT signs a strategic alliance with WorleyParsons to develop LNG Regas and mini-LNG projects worldwide, combining the two companies’ competences in the full range of consultancy and engineering services, including LNG regasification terminals, mini-LNG liquefaction plants and LNG peak-shaving units.

22-25 February MT wins the “Ammonia Industry Pioneers Award” at the “Nitrogen + Syngas 2009” Conference promoted by British Sulphur in Rome, a leading annual event for the international fertilizer industry. The award is in recognition of Montecatini’s pioneering role and later developments by Tecnimont in the fertilizer and chemical sector.

24 February The inauguration ceremony marking the start-up of the 230,000 tonnes/year polyethylene (LLDPE-HDPE) plant takes place at Nizhnekamsk, in the Tatarstan Republic of the Russian Federation. The plant, built on schedule for Nizhekamskneftechim, uses LyondellBasell Spherilene technology.

In this section Maire Tecnimont is represented by the acronym MT.

7 April During the Italian economic mission to Russia, MT signs a contract with Novy Urengoy Gas Chemical Complex (Gazprom Group) to provide detailed engineering and technology services to modify and replace equipment for an expansion of the Novy Urengoy LDPE project in western Siberia.

22 May Through an SPV (special-purpose vehicle) of Tecnimont and the Stabile UNITER consortium, MT is awarded a contract for the modernization and upgrading of 20 km of the Salerno-Reggio Calabria A3 Highway. The contract calls for executive design, construction management and realization of the work, together with environmental monitoring and safety coordination.

25-28 May MT participates in Gastech 2009, the 24th International Conference and Exhibition for the LNG, LPG and Natural Gas Industries, in Abu Dhabi.

June To capture the new opportunities opening up in renewable energy, MT forms a dedicated company, Met NewEn, to develop projects in biomass and solar concentration.

9 June Maire Tecnimont receives a letter of intent from Petropars, a subsidiary of Naftiran Intertrade Company (NIOC), for services related to the construction of the Onshore EPC Package No.3, part of an integrated Gas Treatment Plant at Tombak, Iran.

11-12 June MT participates in the XXXVI National Congress of Federprogetti (the Federation of Italian Plant Industries) in Rome.

1 July MT holds its annual Convention at Palazzo delle Stelline in Milan. Around 1,700 people participate by video conference and by streaming on the intranet portal.

6 July MT is awarded three contracts for the front-end engineering design stage of the Borouge 3 expansion project in Ruwais, Abu Dhabi. The three FEED contracts cover the multiple polyolefin units, the LDPE unit and utilities and offsites.

7 July MT signs five contracts with Sonatrach for conceptual design and front-end engineering design to expand the Algerian gas transmission network. The contracts include FEED for the new GR5 gas pipeline, relocation of the existing national gas dispatching centre (CNDG) from Hassi Râ&#x20AC;&#x2122;Mel to a new site to accommodate the expected increase in gas capacity, installation of air coolers on the fifteen existing compressor stations along the GZ1, GZ2 and GZ3 gas pipelines from Hassi Râ&#x20AC;&#x2122;Mel to the coastal city of Arzew, and installation of three new compressor stations along the GR4 and GZ5 gas pipelines.

16 July MT, in a 50-50 joint venture with JGC, is awarded one of the worldâ&#x20AC;&#x2122;s largest gas development projects. The contract was signed with GASCO on a lump-sum turnkey basis. It foresees the provision of engineering, procurement, construction and commissioning services for the Habshan 5 Process Plant, part of the Integrated Gas Development Scheme in Abu Dhabi. Habshan 5 comprises the following core units: gas processing (2,000 mmscfd), sulphur recovery and NGL recovery. Habshan 5 is the largest contract ever awarded to our Group.

12 August MT signs a lump-sum turnkey contract with Mangalore Refinery and Petrochemicals Ltd, a subsidiary of Oil & Natural Gas Corporation Ltd, for the construction of a heavy coker gas oil hydro-treating unit in Mangalore district, in the Indian state of Karnataka. The contract calls for the provision of engineering, procurement, construction and commissioning services for new refinery facilities with a capacity of 3 million tonnes/year, increasing the existing capacity to 15 million tonnes/year.

29 August The MT subsidiary TICB receives the Star Performer Award Trophy in the Project Export category for large enterprises at the EEPCINDIA All-India Export Excellence Awards (2007-2008) in Mumbai. The company has consistently won awards for exports since 2001.

31 August MT is ranked 31st in the Top 225 International Contractors by Engineering News-Record, the leading US journal for the construction industry.

22 September MT participates in the 43rd annual general meeting organized by the Indo-Italian Chamber of Commerce and Industry in Mumbai.

23 September A ceremony is held in Turin to celebrate the completion of the Metro tunnel linking the Porta Nuova and Lingotto railway stations and the Metro stations in between.

29 September - 1 October MT participates in Metro Rail Asia 2009 in New Delhi, the most important platform in the world dedicated to metro developments in India.

5-6 October MT participates in the annual KBR Technology Conference on refining, petrochemicals and fertilizers in Dubai.

6 October MT finalizes the acquisition of Stamicarbon BV in the Netherlands. With about 50 staff, Stamicarbon is the world market leader in licensing urea technology. It licenses patented technology and proprietary know-how to existing and prospective urea producers internationally.

9 October The 50th anniversary of Sofregaz. Founded in October 1959 by the state-owned Gaz de France, the engineering contractor Sofregaz became an MT subsidiary (66% owned) in 2000, and has been fully integrated in the MT Group since 2005. One of the leading players in the international gas market, it has carried out over 800 projects in 50 countries.

2 November MT announces Stamicarbonâ&#x20AC;&#x2122;s first post-acquisition contract for licensing urea technology. The company will provide Ruwais Fertilizer Industries (Fertil) with the license and process design package for an ammoniaâ&#x20AC;&#x201C;urea complex with a urea capacity of 3,500 tonnes/day (1.2 million tonnes/year) at a site near Ruwais, Abu Dhabi.

15 51

3 December At the Italo-Russian Bilateral Summit in Rome, MT signs an EPC contract with Tobolsk Polymer LLC (JSC Sibur Holding) for the construction of a 510,000 tonnes/year propane dehydrogenation (PDH) plant in Tobolsk, western Siberia. The Group also signs a memorandum of understanding with SACE, JSC Sibur Holding and Vnesheconombank (VEB), the Russian State Corporation Bank for Development and Foreign Economic Affairs, for projects expected to cost around US$2 billion. Approximately US$1 billion relates to the PDH plant.

3 December MT finances a Save the Children project for the regeneration of 43 Indian schools, with more than 5,000 pupils, through the “Building as Learning Aid” (BaLA) programme. The project aims at improving the primary school system.

10 December The inauguration ceremony of the “In the Open” project. The eight paintings representing the world of MT are put on show in a dedicated art exhibition in Milan.

18 December Inauguration of the Acqua Acetosa Fountain Park in Rome. MT was among the sponsors of the restoration of the 17th century fountain and the redevelopment of the surrounding area.

MAIN EVENT OF THE FIRST HALF OF 2010

19 May 2010 MT completes the acquisition of the remaining share capital in Sofipart Srl. The Group already purchased a 40% stake in the company in March 2010. Sofipart owns 76.1% of KTI Management SpA, which, in turn, owns 75% of Technip KTI SpA, based in Rome. TKTI is an international process engineering company with over 35 years of experience in the design and construction of plants for the chemical, petrochemical and refining industries. It also operates as a provider of proprietary technologies and as an EPC contractor for medium-sized plants. TKTI has realized over 500 projects throughout the world. The acquisition is part of Maire Tecnimontâ&#x20AC;&#x2122;s growth strategy in the Oil & Gas sector.

17 51

4 ENGINEERING AND MAIN CONTRACTING Maire Tecnimont serves the international market as an EPC contractor for large industrial projects in Chemicals & Petrochemicals, Oil & Gas, Power and Infrastructure. Through Tecnimont and a network of operating companies, the Group has the necessary resources and skills to manage large, integrated, complex projects through all the implementation phases, from concept, through technology selection, process and engineering design, procurement and construction to commissioning. Where necessary, the Group can also arrange multi-source project financing and after-sale services. Most of the projects executed or in progress are based on EPC lump-sum contracts awarded after internationally competitive bidding, where Tecnimont acts as Main Contractor with a single-source responsibility, guaranteeing costs, delivery schedules and plant operating performance. In large-scale projects, Tecnimont is working as part of a consortium or joint venture with other major international contractors, assuming joint and several responsibilities for the contract performance. Competitiveness is assured by the Groupâ&#x20AC;&#x2122;s expertise and an optimal combination of all the production factors, such as cost-effective, high-value engineering in our Mumbai offices integrated with technology and process units based in Italy, France and Germany, and the centralized functions of project management, procurement and construction management located in our Italian headquarters. Our deep knowledge of the international market for equipment and construction subcontractors and the skills of our internal purchasing, expediting and inspection, transport and subcontracting specialists allow us to optimize procurement activities with special care for equipment quality and delivery timetables. This is becoming more and more important in order to meet the increasingly stringent requirements of fast-track project schedules. For projects requiring maximum local content, we have the necessary flexibility to adapt our system quickly to the market and/or client requirements by employing or subcontracting local engineering suppliers and procuring equipment locally on a competitive basis. Our strong technology orientation gives us access to the best available state-ofthe-art technologies through our recognized leadership as a contractor, particularly in chemicals and petrochemicals. We also enjoy preferred contractor status with equipment and machinery manufacturers serving the process plant, power and infrastructure sectors. Our geographical reach, experience, background and traditions allow us to work successfully in all markets, with the necessary cultural sensitivity, to secure the best performance for our clients.

4.1 CHEMICALS & PETROCHEMICALS

The chemicals and petrochemicals industry was significantly affected by the world economic crisis in 2009, with the inevitable postponement and cancellation of new projects and restructuring of some of the major producers. However, beginning in the second half of 2010, new projects will be launched in the Middle East to take advantage of the cheap raw materials and integration with the upstream industry. Thanks to their growing internal markets, China and India are also potential customers for major new projects, as are Latin America and North Africa. Despite the uncertain economic background, Maire Tecnimont continues to maintain its leadership position in polyolefins, as well as broadening its offer into other areas, such as ammonia and fertilizers, ethylene plants, and petrochemical intermediates. The purchase of Stamicarbon reinforces Maire Tecnimontâ&#x20AC;&#x2122;s position as an EPC contractor to the fertilizer industry. Stamicarbon, the owner of patented technology and know-how for urea production, is the worldwide leader in urea plant licensing. The fertilizer market is less influenced by the normal business cycle and has good growth expectations in the short-to-medium term.

Through an extended agreement with KBR for ammonia technology, as well as the Stamicarbon acquisition, Maire Tecnimont can now offer a complete and integrated solution to the market, from technology licensing to EPC execution of the project and even operation and maintenance of the plant if necessary. Recent contract awards testify to our success in the fertilizer market. In 2009 Tecnimont was awarded a contract for the FEED and cost estimate for the Pequiven fertilizer project in Jose, Venezuela, which comprises two 1,850 tonnes/day ammonia and two 2,200 tonnes/day urea lines. In addition, National Fertilizer Ltd of India awarded Tecnimont a contract to convert an ammonia plant in Nangal District, Punjab State, from fuel oil to re-liquefied natural gas at the beginning of 2010. The LSTK contract includes technology licensing and EPCC services. Completion is due in 2013.

Our Competences Tecnimont continues to be the world market in polyolefins, with

more than 120 polypropylene and polyethylene plants delivered worldwide and a share of approximately 30% of global polyolefin capacity installed in the last six years, including a 40% share in LDPE. Tecnimont has access to first-class polyolefin technologies (see table A) and has the size and capability to execute and manage several projects simultaneously using different technologies while preserving confidentiality and licensorsâ&#x20AC;&#x2122; know-how. In addition, our corporate background and experience in the fertilizer sector, together with the recent Stamicarbon acquisition, mean that we are becoming a stronger player across the whole Chemicals & Petrochemicals EPC business. A vast knowledge and experience inherited from Montedison, Tecnimontâ&#x20AC;&#x2122;s former parent company, is still available through the whole hydrocarbon chain (see the list of technologies below). We are included in the shortlist of preferred engineering contractors for many patented technologies, and in many cases we develop the licensorâ&#x20AC;&#x2122;s process design package - the know-how documentation delivered by the technology provider to the contractor - for the licensor itself.

Borouge 2 and 3 Projects (Ruwais, Abu Dhabi, UAE) Borouge 2, the largest polyolefin EPC project ever awarded to Tecnimont, is moving ahead on schedule. The US$1.8 billion contract, awarded in 2007, calls for construction of three polyolefins units, together with associated material handling facilities, laboratories and marine installations. In 2009 the projectâ&#x20AC;&#x2122;s centre of gravity moved to the construction site at Ruwais, after completion of engineering activities and the finalization of purchase orders for equipment and material. By the end of the year engineering and procurement activities had been completed and virtually all materials delivered to the site. Construction and commissioning work was respectively 92% and 6% complete. A total of 31 million man-hours had been worked on the project, with maintained standards for safety and quality of construction. During 2009, the marine facilities were satisfactorily completed and all electrical substations were commissioned on schedule. The PE and PP units should be commissioned on schedule in the second and third quarter of 2010. The on-time progress of the project continues and strengthens the successful cooperation with Borouge that began with the Borouge 1 project, which was commissioned in 2002. In 2009 Borouge also awarded Tecnimont the FEED of the Borouge 3 project, which includes polyolefins package, an LDPE unit and utilities and offsites. Tecnimont won the contract because of its deep knowledge of the technologies and standards employed and its competitiveness in providing these kinds of services. In May 2010, a joint venture of Tecnimont and Samsung Engineering was awarded two contracts valued at approximately US$1.65 billion for the EPC phase of the Borouge 3 project, of which Tecnimontâ&#x20AC;&#x2122;s share is about US$910 million. The two EPC lump-sum turnkey contracts cover the polyolefins units and the LDPE package.

Recently Completed Projects in the Middle East Maire Tecnimont made its first appearance in the Middle East, and particularly in the GCC countries, during the 1980s investment boom. The region quickly grew to become our most important market and remains key to our development targets. Our presence in the Middle East has increased significantly in the last few years and Maire Tecnimont has been a leading beneficiary of the recent wave of new investments in Saudi Arabia, United Arab Emirates, Qatar, Kuwait and Bahrain, mainly in the petrochemicals sector, with contracts worth over US$4.5 billion. In recent years a Tecnimont-led consortium successfully completed a large polyolefins complex at Rabigh, Saudi Arabia, for Petro Rabigh, a joint venture of Sumitomo Chemical and Aramco, with a capacity of 700,000 tonnes/year polypropylene and 900,000 tonnes/year of polyethylene (contract value US$1.2 billion). Also in Saudi Arabia Tecnimont itself completed an 800,000 tonnes/year HDPE and LDPE complex at Jubail for SEPC, a joint venture of Tasnee Petrochemical, LyondellBasell and GOSI (contract value US$525 million). We also built two polypropylene complexes producing 400,000 tonnes/year and 450,000 tonnes/year respectively via dehydrogenation of propane for Natpet at Yanbu and Al Waha at Jubail.

Novy Urengoy LDPE Plant (Western Siberia) Tecnimont signed a €15 million contract with Novy Urengoy Gas Chemical Complex (NGCC), a company controlled by the Gazprom Group, during the Italian economic mission to Russia in April 2009. The contract calls for the provision of detailed engineering and technology services to modify and replace equipment in order to increase the capacity of the LDPE project at Novy Urengoy, western Siberia, to 400,000 tonnes/year using LyondellBasell technology. The Group already performed basic engineering services for the plant in 2007. In May 2010, Tecnimont signed a further contract with C.S. Construction Solution (for NGCC) for the provision of equipment and materials, procurement services and site assistance on the project. The cost-plus fee contract is about €100 million. Our Group has been present in Russia and former Soviet Union countries for more than 70 years. The cooperation dates back to the 1930s when Montecatini, through its engineering centres, was active in technology transfer and fertilizer plant construction. Engineering and construction activities expanded significantly in following years and 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 the petrochemicals, power and infrastructure sectors. To date, the Group has completed roughly 50 projects in the former Soviet Union worth about US$2 billion. In 2007 it founded a subsidiary in Moscow to manage onshore contracts and is currently building plants worth about €1 billion in several parts of the Russian Federation Tatarstan, Bashkortostan, western Siberia and the Arctic region.

Münchsmünster HDPE Project (Germany) This EPC project uses LyondellBasell’s advanced Hostalen ACP technology to produce special grades of polyethylene, enabling LyondellBasell to diversify its range away from normal HDPE grades that it can produce elsewhere. For this reason, this important European investment was not affected by the economic problems of 2009, and continued its normal development, focusing particularly on site construction. By the end of 2009 Tecnimont had achieved the target of commissioning and performing the trial run of the extruder unit, and had nearly achieved mechanical completion of the other plant systems. The project is on course to reach the condition of “Ready for Cold Run” of the remaining systems by the first quarter of next year. The total contract value is about €200 million.

Stenungsund LDPE Project (Sweden) This important EPC project, which started in 2007, is for the construction of a low-density polyethylene (LDPE) unit for Borealis at Stenungsund, Sweden. The plant was substantially mechanically complete at the end of 2009. As of year-end 2009 the project had involved some 2.5 million construction manhours. The plant was commissioned by Borealis, assisted by the Tecnimont FOTO site team, in the first half of 2010. The LDPE plant has a strategic importance for Borealis, a major historical client of Tecnimont, because it will produce special grades of polyethylene.

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

Licensor

Country

Polypropylene

Basell Poliolefine ChevronPhillips Borealis

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

ABS

Polimeri Europa

Italy

ESBR, SBS, SB, LCBR Rubbers

Polimeri Europa

Italy

Steam cracking (for ethylene, propylene, etc)

Shaw Stone & Webster CB&I Lummus

USA USA

Ethylene oxide and ethylene glycols

Scientific Design Shell

USA The Netherlands

Acrylonitrile

Ineos Nitriles

USA

Purified terephthalic acid (PTA)

Mitsubishi Chemicals

Japan

Pyrolysis gasoline Hydrotreating

Axens UOP Nippon Zeon CB&I Lummus

France USA Japan USA

Dicyclopentadiene

Axens

France

Butene-1 from ethylene dimerization

Axens

France

Acetone cyanohydrin & MMA

Repsol

Spain

Phenol/acetone

UOP

USA

LAB

UOP

USA

Ammonia

Kellogg Brown & Root

USA

Urea

Stamicarbon

The Netherlands

Urea granulation

Stamicarbon Uhde Fertilizer Technology

The Netherlands The Netherlands

Nylon 6

Noy

Italy

Nylon 6.6

Noy

Italy

PET

Noy

Italy

Butadiene extraction

4.2 OIL & GAS

Maire Tecnimont Group continued to grow in the oil & gas sector in 2009, despite the sharp slowdown in demand for engineering services from this industry in the first half of the year. The overall slowdown did not affect the Middle East, where business remained dynamic. Thanks to our focus on mega-projects, and particularly to our success in winning the GASCO contract in the UAE, we reinforced strongly our presence in the sector. Our expertise in the implementation of gas treatment and regasification plants will enable us to pursue the many opportunities that are expected to arise in future. To broaden our skills, the Group finalized the acquisition of the remaining shares in Sofipart in May 2010. Sofipart indirectly controls TKTI, which has been active in the sector for over 35 years. Its know-how and proprietary technologies will constitute an important lever for our business in the oil & gas industry.

Our Competences Tecnimont has developed considerable expertise and numerous references in the oil and gas sector in recent years. The first step was the acquisition of a 66% stake in the French company Sofregaz, a leading worldwide provider of services to the natural gas chain, in the year 2000. Sofregaz subsequently became a 100%-owned subsidiary in 2005. Sofregaz and Tecnimont together have become important players in the international EPC market for LNG regasification terminals. Indeed, the award of five EPC projects in the past ten years has made the Group one of the most reputable and experienced contractors in the field. We have maintained our leadership in engineering design and management services for regasification projects with the implementation of two contracts in Italy and France that are due to be completed in 2010. Yet the experience of the Group is not limited to LNG. In recent years, Tecnimont has added to its reputation with projects such as the mega-gas-processing complex at Wafa/Mellitah in Libya, an aromatics complex in Kuwait, a desulphurization plant in India, and finally the major GASCO gas treatment contract in Abu Dhabi, awarded in 2009

GASCO, the Group’s biggest-ever contract, is the largest gas treatment project ever awarded in the Middle East on a LSTK basis (US$4.7 billion). The award was made possible by Tecnimont’s reputation as one of the most reliable contractors in recent years with its excellent performance on EPC projects in Saudi Arabia, Kuwait, Qatar and the UAE. These projects, especially in Abu Dhabi, have consolidated Tecnimont’s reputation in the oil and gas sector, such that it is now becoming a pillar of the Group’s turnover. Maire Tecnimont and Sofregaz strengthened their position in the gas market in 2009 by winning major projects in the MENA area (Algeria and Abu Dhabi). The Group also consolidated its experience in the refining sector by completing a world-scale aromatics plant in Kuwait and winning a new project in India. Finally, the Group is developing key competences in carbon capture and storage. As the preferred contractor of one of the major process licensors, it has built several plants in which CO2 is recovered from flue gases and used to boost oil and gas production or to increase the output of existing urea plants.

Habshan 5 - Largest EPC Contract Awarded in the UAE In July 2009 Tecnimont, in a 50-50 joint venture with JGC of Japan, won one of the largest EPC LSTK contracts ever tendered in the United Arab Emirates in the oil & gas sector. The US$4.7 billion contract is part of the giant Integrated Gas Development (IGD) project. It was awarded by Abu Dhabi Gas Industries Ltd. (GASCO), a subsidiary of the state-owned hydrocarbons giant Abu Dhabi National Oil Company (ADNOC). The IGD project aims to increase UAE offshore gas production from the Umm Shaif Khuff and Umm Shaif Areaj reservoirs by 1,000 mmscfd. The offshore gas, after being initially treated in the new Das Island facilities, will be sent through a dedicated 30-inch pipeline to the Habshan site in the southwestern part of the Emirate where it will be further processed before being sent to the gas sales network. Recovered NGL will be sent to the Ruwais site for further fractionation and export. The scope of work of the Tecnimont–JGC joint venture is the development of the entire process facilities at Habshan, including: two trains of feed gas compression for the new associated gas feeds; one train of condensate stabilization; four gas sweetening and dehydration trains; two rich gas NGL recovery trains (designed for high ethane recovery); four sulphur recovery units with associated tail gas treatment facilities (total recovery more than 99.9%). Work started in July 2009 and will be completed by October 2013. On completion, the IGD project will contribute to meeting the rapidly increasing demand for gas resources in the United Arab Emirates. A few comparisons illustrate the scale of the project: the steel structures that will be included in the Habshan process facilities would be sufficient to build more than seven Eiffel Towers; the electric and instrument wiring in the plant would go around a fifth of the earth’s circumference; and the quantity of concrete used in the project would be sufficient to built two Petronas Towers. The Petronas Tower in Kuala Lumpur is the world’s fifth tallest building.

Engineering Services in Algeria In July 2009 Maire Tecnimont’s French subsidiary Sofregaz signed five contracts with the Algerian national oil company Sonatrach for the development of front-end engineering designs for the expansion of the Algerian gas transportation network. The five contracts, worth about €44 million, are due for completion by August 2010. The projects renew the historical presence of Sofregaz in the promising Algerian gas market, in which the French company has operated since 1959. The main project of the five concerns the new 800-km GR5 pipeline, which will convey all the gas gathered from the new wells under development in the southwestern part of the country to the Hassi R’Mel area in central Algeria. The second project concerns the relocation of the National Gas Dispatching Centre (CNDC) from Hassi R’Mel to a new site capable of coping with the expected growth of the network. The remaining projects include the installation of air coolers in the 15 compressor stations on the GZ1, GZ2 and GZ3 gas pipelines between Hassi R’Mel and Arzew, on the Mediterranean coast. In addition, three new gas compressor stations are expected to be built on the GR4 and GZ5 pipelines.

New Refining Project in India In August 2009 Mangalore Refinery and Petrochemicals Ltd (MRPL) awarded Tecnimont ICB a lump-sum turnkey contract to build a new heavy coker gas oil hydrotreating unit (CHTU) in Mangalore District, in the Indian state of Karnataka. MRPL is a subsidiary of India’s Oil & Natural Gas Corporation Limited (ONGC), a national leader in oil & gas exploration and production. The US$80 million contract covers engineering, procurement, construction and commissioning (including performance tests) of the CHTU plant, which is part of MRPL’s phase III refinery project at Mangalore. Completion is expected in 2011. The main part of the project is the hydrotreating unit, which is fed by a heavy coker gas oil stream with a capacity of 650,000 tonnes/year. Tecnimont will also build a new electricity substation. The MRPL contract consolidates TICB’s position as a leading EPC company in the oil and gas sector, and confirms the important role of the Maire Tecnimont Group in the Indian market. In addition, the hydrotreating project represents a major step in the diversification of the Group’s skill-sets. In the strategic review approved by the Board of Directors in March 2009, Maire Tecnimont selected hydrotreating as one of the priorities to be developed by 2011.

Kuwait: Succesful Completion of the Major Aromatics Project November 2009 saw the start-up of the first aromatics complex in Kuwait. The project was awarded by Kuwait Paraxylene Production Company (KPPC) in 2006 to a consortium of Tecnimont and the South Korean SK Engineering & 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 was in charge of design, procurement and erection, as well as pre-commissioning and commissioning services. The complex uses environmentally friendly technology to guarantee optimum performance in terms of safety and product quality. HSE issues have been a top priority throughout. The consortium has trained more than 50,000 workers in basic and higher HSE issues, and Tecnimont recorded more than 20 million working hours on the project without lost-time injury.

Tobolsk PDH Plant: Strengthening Our Presence in the Russian Federation During the Italo-Russian bilateral summit in Rome in December 2009, Tecnimont signed an EPC contract with Tobolsk Polymer LLC for the construction of a 510,000 tonnes/year propane dehydrogenation plant (PDH) in Tobolsk, western Siberia. Tobolsk Polymer is a subsidiary of JSC Sibur Holding, the most important petrochemical producer in Russia. The overall contract value is €650 million, including the portion already committed on a cost-plus-fee basis. The project will be financed through an export credit facility with the Italian export credit agency SACE. During the summit, Tecnimont also signed a memorandum of understanding with SACE, JSC Sibur Holding and Vnesheconombank, the Russian State Corporation Bank for Development and Foreign Economic Affairs, on projects expected to cost around US$2 billion, of which US$1 billion relates to the PDH plant. The PDH project will be built at the Tobolsk petrochemical complex using UOP’s innovative Oleflex TM technology to produce propylene from propane. It will be among the largest propane dehydrogenation plants worldwide. The project strengthens Maire Tecnimont’s already significant presence in the Russian Federation and also establishes the Group’s position in the PDH technological sector, an interesting growth area.

Strategic Alliance in LNG Natural gas is one of the most accessible energy sources, with the lowest CO2 emissions of any of the fossil fuels. Through Sofregaz, Maire Tecnimont has signed a strategic alliance with WorleyParsons to develop LNG regasification and mini-LNG projects worldwide. The partnership is based on a shared vision of the high potential of the natural gas market within global energy demand. The alliance will combine the two partnersâ&#x20AC;&#x2122; capabilities in the full range of consultancy and engineering services, including LNG regasification terminals, mini-LNG liquefaction plants and LNG peak-shaving units for both onshore and offshore locations. The alliance is global, with particular focus on North America, China, India, South East Asia and Australasia.

Main Licensors - Oil & Gas Technology

Licensor

Country

Topping/vacuum

UOP Axens

USA France

FCC/RCC

UOP Axens

USA France

Catalytic reforming

UOP Axens

USA France

Isomerization

UOP Axens

USA France

Butene alkylation

Stratco-DuPont UOP

USA USA

Hydrotreating

Axens UOP AkzoNobel Shell

France USA The Netherlands The Netherlands

Visbreaking

Axens

France

Gas liquefaction

Gaz de France Linde

France Germany

Acid gas removal

UOP BASF Shell

USA Germany The Netherlands

Mercaptans removal

UOP Merichem

USA USA

Sulphur recovery unit (Claus)

Jacobs Lurgi Shell Sirtec Nigi Worley Parsons ExxonMobil

The Netherlands Germany The Netherlands Italy UK USA

Delayed coker

Lummus

USA

Aromatics (BTX) extraction

UOP Axens

USA France

Propane/isobutene Dehydrogenation

Lummus UOP

USA USA

CO2 Capture

Mitsubishi Heavy Industries (MHI)

Japan

4.3 POWER

The economic slowdown delayed a large number of power projects, so performance in 2009 was less successful than in the previous year. However, some activities are expected to resume during 2010, depending on the impact of the financial crisis on individual countries. Despite the slowdown, demand for energy continues to grow, especially in emerging economies. In addition, the climate change debate and the resulting focus on environmental issues are changing investorsâ&#x20AC;&#x2122; views on power generation, shifting attention away from fossil fuels towards renewable energy and nuclear power. To lay the foundations for future growth, the Maire Tecnimont Group is developing its own renewables projects and has also started R&D on renewables and nuclear energy (see chapters 6 and 8).

Our Competences Maire Tecnimont is a recognized player in the power business,

with more than 230 power plants built or under construction worldwide with an installed capacity exceeding 20,000 MW. The Group has an impressive track record in designing and building some of the most advanced power projects in Italy and abroad, including simple-cycle and combined-cycle gas-fired plants, clean coal-fired power stations, cogeneration, repowering, electricity distribution networks for civil and industrial use, and district heating systems. Based on its experience in combined-cycle power plants â&#x20AC;&#x201C; used to generate electricity and to cogenerate 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. The Group intends in the near future to consolidate its leading position by developing and implementing Gas Turbine Combined Cycles, focusing on foreign markets and other sectors in which Tecnimont has gained a high reputation. We also intend to pursue advanced coal projects, with a particular attention on ultrasupercritical power plants, in association with world leaders in this technology, and to continue to grow our business in traditional coal power plants, capitalizing on our experience in Chile and Brazil.

Large EPC Power Projects in Latin America: the Chile Experience The Group’s presence in Latin America dates back to the early 1970s, when it first started activities in Brazil, Chile and Argentina. Leveraging on its excellent 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 of power generation. A Tecnimont-led consortium is currently 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$1,150 million. Tecnimont’s share is 75%. In both projects Tecnimont is in charge of the design, supply, construction 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 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. Both are in an advanced stage of construction and will be completed in 2011.

Three Thermoelectric Mega-Projects in Brazil Thanks to abundant natural resources and enlightened government policies, Brazil has been experiencing impressive growth. The financial crisis of 2008-2009 hardly touched the economy and electricity demand has been growing steadily. The Brazilian electricity market is strongly influenced by water availability at different times of the year, as most of the power is currently produced through hydro-generation. The government has been promoting the development of private thermal power plants, mainly coal-based, to compensate for the potential shortage of water in the dry season. Against this background, MABE, a specialpurpose company led by Tecnimont (73.5% share), won contracts worth almost €1.5 billion to build three coal-fired power stations in 2008. The contracts are for the design, supply, construction and commissioning of Pecem I (720 MW) in the state of Ceàra, Itaquì (360 MW) in the state of Maranhao, and Pecem II (365 MW) adjacent to Pecem I. Pecem I will be owned by a joint venture of EDP and MPX, and Itaquì and Pecem II by MPX. The three plants will be completed between end2011 and mid-2012. Engineering work is almost finished and civil construction is well advanced. The main equipment suppliers are Doosan Babcock of the UK for the boilers and Siemens of Germany for the steam turbines.

4.4 INFRASTRUCTURE & CIVIL ENGINEERING

Governments of most industrialised economies have responded to the world financial crisis by increasing investment in infrastructure to stimulate their domestic economies. They are also looking for private-sector support for their stimulus programmes. Both in Italy and the rest of the world much focus has been given to the development of concessions and public-private partnerships (PPPs) to revitalize infrastructure investment. The Italian government has set aside funds for several important projects, including the high-speed railway line between Genoa and Milan. The Maire Tecnimont Group has reached agreement with the other members of the COCIV consortium mandated to handle the project, which is of strategic importance for the whole country. Maire Tecnimontâ&#x20AC;&#x2122;s infrastructure and civil engineering activities have traditionally been concentrated in Italy, but the Group is now pursuing opportunities in foreign countries, especially in areas where its other business units have won a strong reputation: other European countries, India, North Africa, the Middle East and South America. The first fruits of these efforts could be seen in 2010. The aim is to achieve a more balanced workload between Italy and abroad, capitalizing on the experience gained in Italy, especially in high-speed trains and complex underground metro systems.

Our Competences Maire Tecnimont plays a major role in the design and construction of transport systems, including above-ground and underground railways, highways and motorways.

The Group has special strengths in high-speed railways and has designed more than one-third of the high-speed network currently in operation in Italy. Maire Tecnimont is fully committed to technological innovation in transportation systems infrastructure. The Company provides a combination of high-technology and environmentally sustainable mass transport 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. The Group applies the most advanced telecommunications 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. In the civil engineering sector, the Group offers specialized services in the redevelopment of industrial sites and in the design and building of complex works, such as hospitals, museums, universities, sports centres and so on.

Turin Metro Line1 (First part) Tecnimont built Italy’s first completely automatic (driverless) underground mass transportation system in Turin for GTT SpA. The contract for the 14 km line from Fermi to Porta Nuova railway station was awarded to the Tecnimont-led (51% share) Transfima consortium in 2000 and completed in 2007. The value of the project was about €220 million. 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 lower-diameter tunnels meant that the delivery time of the project was shortened and construction-related problems and inconvenience for the city were reduced. Line1 (Extension – Civil works) In December 2006, Tecnimont and its consortium partner signed a contract for a 3.1 km extension of the Turin Metro Line 1. The value of the contract was about €100 million, of which Tecnimont’s share was 51%. 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 posed considerable technical difficulties because of the need to minimize the impact of the construction sites on the city and avoid problems for existing buildings from the underground excavation. The line extension crosses the centre of Turin, where the traffic level is high and urban activities are concentrated. As consortium leader, Tecnimont was in charge of procurement, detailed design and construction, including environmental studies and compliance with health and safety regulations. By the end of 2009, 95% of the work had been completed. The project was finished in February 2010, two months ahead of schedule. 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 in 2010. Line 1 (Extension - System) In November 2008, the Tecnimont-led (51% share) Transfima consortium signed an addendum to the original contract with GTT to handle engineering, technology, procurement and construction supervision of systems works for the extension of the 3.7 km line from Porta Nuova to Lingotto station. The total value of the contract is about €60 million. Work is currently in progress and will be completed by the end of 2010. Transfima will receive a further addendum to the original contract, to be formalized by the end of 2011, to cover the extension of its work on the system of the line from Lingotto to Bengasi. The consortium has also developed a preliminary design for a western extension of Line 1 from Collegno to Cascine Vica, which GTT expects to implement in a few years.

Main Licensors – Infrastructure

Technology

Licensor

Country

VAL System

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

Italy (Turin)

Metro B1- Rome This project, started in 2005 by a consortium including Tecnimont, involves the detailed design and construction of the extension of Metro Line B in Rome. The line is totally underground, with an original length of 3.6 km and three deep underground stations, Annibaliano, Gondar and Conca D’Oro. The project is very complex, due to interference with existing underground structures and utilities, and with above-ground areas subject to heavy traffic congestion. In 2008 the consortium was awarded an extension of the original contract, adding the construction of the Piazzale Jonio station, an additional 1.1 km of line and three car parks to its scope of work. The project is currently proceeding on schedule, with two earth pressure balance (EPB) tunnel boring machines (TBM) working in parallel. The original project is worth about €400 million, while the extension is worth about €170 million. The Tecnimont share is 16%.

High-Speed Railway Projects Maire Tecnimont is part of the CAVET and CAVTOMI consortia responsible for the construction of two of the most important Italian high-speed railway lines, from Turin to Milan and from Florence to Bologna. The contract with TAV, the subsidiary of Italian State Railways responsible for high-speed development, entrusted the two consortia with environmental impact assessment, design, construction and environmental monitoring of the lines. The Turin-Milan line is 125 km long 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, has been in operation since the Turin Winter Olympic Games in 2006, while the second part, from Novara to Milan, was completed on schedule in December 2009. Today a trip from Turin to Milan takes less than one hour at the maximum speed of 300 km/hour. Tecnimont’s share of the entire project was worth about €390 million at the contract date.

The 78 km Bologna-Florence line has one interconnection with existing lines, 73.4 km of tunnels and 110 km of ordinary roads. The project was technologically complex, with over 90% of the line being laid in tunnels under the Apennine Mountains. The consortium had to overcome many technical problems, including the excavation of tunnels in difficult terrain. The mountainous nature of the Apennine region also made it necessary to carry out large-scale landscaping and other infrastructural work to minimize the project’s impact on the area. Completed on schedule in December 2009, the line is now in operation. Some ancillary construction activities are still in progress away from the main line. Today the non-stop trip by high-speed train from Milan to Rome takes less than three hours, a very important achievement for the success of the system. Tecnimont’s share of the project was about €525 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 line. The Company is part of the COCIV consortium, which 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 longdelayed project because of its strategic importance for the national economy.

Salerno-Reggio Calabria Highway In May 2009 a Tecnimont-led consortium was confirmed by ANAS, the national roads and highways authority, as successful bidder of the tender for the modernization and upgrading of 20 km of the Salerno-Reggio Calabria A3 Highway in the Cosenza district, southern Italy. Due to complex administrative procedures, the final contract award is still pending. The lump-sum turnkey contract calls for project management, detailed design, and realization of the works, as well as environmental monitoring and safety coordination in both design and 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 11 tunnels (total length about 11 km) and 23 new viaducts, and the revamping of six old viaducts, including the enlargement of the Italia viaduct across the Lao river valley. At 259 metres, this is the highest highway bridge in Italy.

Fiumetorto-Cefalù Railway Line Tecnimont, as general contractor, has completed the detailed design and is carrying out land acquisition, construction, works supervision, environmental monitoring and project management of the project for the doubling of the railway line from Fiumetorto to Cefalù Ogliastrillo, near Palermo in Sicily. The project will cost €314 million. Some 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 in May 2008 and is due for completion by 2012. Preliminary work for access to the main tunnel excavation is already complete and the first portion of new line (1.5 km) is almost finished.

The works area carries a high hydrological risk, which requires the excavation of a complex network of drainage channels discharging into the sea. This aspect of the project is currently being discussed with the client, the Italian State Railways, RFI. It is also adjacent to Imera, one of the largest archaeological sites in Europe, covering an area of about 15,000 sq. metres, where archaeologists discovered an ancient necropolis in 2008. The site now houses an “archeological village,” in which about 100 people - archaeologists, anthropologists, restorers and others - work. They have already uncovered more than 6,700 tombs from the Greek period (648-409 BC) and ultimately expect to find about 10,000 tombs and 20,000 other artefacts. All parties are cooperating to ensure that the railway project, a strategic public investment essential for the development of Sicily, proceeds in parallel with the excavations on this valuable heritage site.

Avellino Hospital This project, awarded by Comune di Avellino, Regione Campania, and Avellino Health Department, involves the construction of the main hospital of Avellino, covering a total area of 100,000 sq. metres. The new hospital, with 880 beds and 10 operating theatres, will replace four existing ones and will become a regional medical centre of excellence, equipped with the most advanced specialist departments. The distinctive element of the hospital layout is the central square, from which radial routes fan out to connect the various parts of the estate. Because of its size and technical facilities, the Avellino hospital will be of fundamental importance for the network of medical services in southern Italy. The project, worth about €160 million (Tecnimont share 51%), will be completed by December 2010.

5 LICENSING AND IP On October 6 2009, Maire Tecnimont completed the acquisition of Stamicarbon BV, the global market leader in urea technology and licensing, from Royal DSM NV of the Netherlands. The acquisition was a major step towards achieving the objectives set out in the Group’s strategic guidelines to grow in technology and EPC services in selected sectors of the process plant industry. It follows the acquisition of Noy Engineering in 2008, which brought to the Group proprietary technology in PET and nylon 6 and 6.6, polyester and acrylic fibres. Stamicarbon will operate alongside Tecnimont, but will continue to generate licensing revenues as a stand-alone activity. Stamicarbon will enlarge Maire Tecnimont’s technology portfolio and enhance its EPC business in fertilizers, improving process efficiency and competitiveness through commercial, technological and operational synergies. Stamicarbon brings both excellent technology and know-how on which Maire Tecnimont intends to lever its high quality E&C business. In addition, given the particular nature of Stamicarbon and its proven capability to innovate, Maire Tecnimont has decided to name Stamicarbon as the Group’s centre for licensing and intellectual property (IP). The Group’s patents and proprietary technologies will be maintained and developed by Stamicarbon with the support of the Group engineering centres that have technological competence and know-how in the relevant IP.

Stamicarbon’s Main Competences and Activities Stamicarbon, founded in 1947, employs about 60 top-class people in urea licensing, almost all of whom are engineers and technical staff. The company is the global market leader in the development and licensing of patented urea technology, with market shares of more than 50% in urea synthesis and about 35% in urea granulation technology. It sells proprietary know-how and delivers services to current and prospective urea producers, and has licensed over 250 urea plants in over 80 different countries. It has also completed over 90 revamp projects in Stamicarbon and nonStamicarbon plants. Its technologies are licensed through selected contractors and, in some cases, direct to plant owners. One of its main activities is licensing new urea plants, providing producers with the knowledge and resources to build reliable, state-of-the-art, low-cost, profitable urea units. Another area of competence is revamping existing plants, with several debottlenecking services and tools, to increase capacity and improve efficiency.

Stamicarbonâ&#x20AC;&#x2122;s most distinguishing feature, compared with its competitors, is its commitment to full life-cycle support, helping the urea producer to get maximum return on investment for 30 years and more. Full life-cycle support comprises a range of services, from planned inspections and maintenance, troubleshooting, to round-the-clock emergency assistance. Reliable and durable equipment is integral to the success of urea production. Stamicarbon supplies critical high-pressure equipment for optimum performance during the maximum plant lifespan.

Urea Market Overview Urea is the worldâ&#x20AC;&#x2122;s most widely produced chemical, at around 150 million tonnes/year. Synthesized from ammonia and carbon dioxide, it is used mainly as a fertilizer. Available arable land has hardly grown for the last 50 years, yet the average crop yield per hectare has increased dramatically, in large part due to fertilizers. The average cereal yield in Europe, for instance, has tripled to more than 4.5 tonnes/ha from 1.5 tonnes/ha in 1960. If it were not for fertilizers, half of the worldâ&#x20AC;&#x2122;s population would have insufficient food. Stamicarbon helps make the product that feeds the world. Global urea demand is growing at 3.5%/year, higher even than the rise in population. Around 90% of world urea production is used as a fertilizer and more than 40% of all food grown globally is fertilized by urea. Urea has the highest nitrogen content (46%) of any fertilizer product, which means that it is the cheapest way to transport this important plant nutrient. Furthermore, non-food applications for urea biofuels, NOx reduction, melamine, and UF and MF resins - have boomed in recent years, also driving growing demand.

Innovation in the Fertilizer Industry Innovation drives performance in the fertilizer industry. In close cooperation with research institutes, suppliers and customers, Stamicarbon maintains its leading position by continuous high-quality innovation. The following are examples of its recent breakthroughs: AVANCORE® urea process (savings on plant height and equipment) Mega-plant technology (economies of scale) Urea 2000plus™ technology (integrated condenser/reactor and savings on plant height and piping) Urea granulation technology (formaldehyde content of only 0.3% by weight and run times of over 100 days) Safurex® stainless-steel material (savings on materials, equipment and maintenance) All the above technologies are based on the well-known urea process standard: CO2 stripping technology

Stamicarbon’s Main Projects In 2009 Stamicarbon entered into new urea licensing agreements with: Ruwais Fertilizer Industries, United Arab Emirates, for a 3,500 tonnes/day urea synthesis plant Shaanxi Shanhua Chemicals Fertilizers Company, China, for a 1,760 tonnes/day urea synthesis plant Egyptian Fertilizer Company (EFC), Egypt, for debottlenecking EFC’s two existing urea plants. The capacity of each plant will be expanded by 325 tonnes/day to 2,250 tonnes/day Petrokemija, Croatia, for emissions improvement and waste water treatment The following projects were completed: Novomoskovsk JSC Azot, Russia, a 2,000 tonnes/day urea granulation plant Saskferco, Canada, revamping the urea plant to expand capacity by 600 tonnes/day to 3,400 tonnes/day Erdos Unichem International Company, China, revamping two 1,000 tonnes/day urea plants based on a competitor’s technology into one 3,520 tonnes/day Stamicarbon-process urea stream In addition, Stamicarbon is involved in a large number of projects contracted in earlier years: fourteen grass-roots urea synthesis plants (in Algeria, China, Egypt, Iran, Pakistan, Netherlands, Russia and Venezuela) ten grass-roots granulation plants (in Belarus, Egypt, Iran, Russia and Venezuela) seven revamping projects (in Belarus, Croatia, Egypt and Pakistan)

Maire Tecnimont Patents and Technologies Maire Tecnimont is committed to innovation and technology development and intends to use Stamicarbonâ&#x20AC;&#x2122;s skills in innovation, intellectual property and licensing to enhance its capabilities. Stamicarbon will work with other Group Companies to develop new licensing businesses based on newly developed technologies, not only in the fertilizer sector but also in new energy and sustainable developments. Stamicarbon owns more than 40 patent families that are registered in many countries around the world, with a total of over 500 individual patents. The Company continues to patent all its innovations, and the number of patents continues to grow significantly. The Maire Tecnimont Group now owns the following patented and proprietary technologies:

Group Intellectual Properties Technology

No. of patents

Stamicarbon synthesis technologies

351

Stamicarbon granulation technologies

137

Stamicarbon other technologies

Chemicals & Petrochemicals Technology

Licensor

Country

Nylon 6

Noy

Italy

Nylon 6.6

Noy

Italy

PET

Noy

Italy

Patent no. FR0100651

Process for gas drying and equipment for the implementation of this process

Sofregaz

Patent no. FR0309895

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

Sofregaz

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

Tecnimont

Oil & Gas

Infrastructure Patent no. IT 0001352181

6 RENEWABLE ENERGY The green energy era is in full swing, spurred by the debate on global warming and climate change. Most international energy companies expect to increase their activities in this sector and there is a heightened focus on research and development into renewable energy. Maire Tecnimont, with its deep commitment to safeguarding the environment, is strengthening its position in renewable energy and, in May 2009, set up a new company, Met NewEn SpA, dedicated exclusively to developing this market. Met NewEn will promote investments designed to exploit the Group’s synergistic strengths in renewables, with particular emphasis on biomass, solar and hydroelectricity. Primarily, Met NewEn will: develop the Group’s know-how in renewable energy and promote technical innovation; analyse and select investment opportunities based on technical/economical feasibility studies; obtain all the required permits for the plants and set up Special Purpose Vehicles (SPVs) to manage and operate them; build up a bankable execution scheme and arrange the relevant project financing; exploit and develop the Group’s strengths in renewable energy. Met NewEn will operate jointly with Tecnimont, which will generally act as the EPC-LSTK and operation and maintenance (O&M) main contractor for the Group’s green energy projects.

The Olevano Project: a Benchmark for the Integration of Supply Chain Development with a Technically Advanced Renewables Power Plant Met NewEn is forging ahead with the construction of its first wood biomass power plant in northern Italy, the economics of which are based largely on the Italian governmentâ&#x20AC;&#x2122;s incentives for projects based on a short supply chain, which favour plants fuelled with biomass produced near the site. The â&#x201A;Ź80 million project obtained all the regulatory permits required for its construction and operation in January 2009, and is slated to come on stream in the third quarter of 2011. Tecnimont has been awarded the EPC-LSTK contract. The key features of the project, the only one of its kind currently under construction in Italy, are: development of the wood-chip supply chain in parallel with the permit procedures; a high proportion (more than 70%) of raw materials coming via the short supply chain; a high conversion efficiency (more than 30%); extremely low and controlled emissions. The 18 MWe plant will be managed by a limited liability SPV called BiOlevano Srl, which is 90% owned by Met NewEn, the remaining shares being held by the contracted wood-chip suppliers. The project is designed to deliver 140 GWhe per year of renewable energy, sufficient to meet the needs of about 50,000 families. It will create more than 400 jobs in plant operation and maintenance, and in the biomass supply chain.

FOTO

Biomass: a Renewable Fuel Biomass is a carbon-neutral fuel. Its combustion produces about the same quantity of carbon dioxide that the tree absorbed when it was growing. The overall contribution of biomass-fuelled electricity generation to greenhouse gas emissions is therefore virtually zero. Biomass power also offers the prospect of creating upstream employment in growing and harvesting the biomass, bringing economic and social benefits to the local area. These factors have led Italy to create incentives to stimulate investment in biomass-fuelled electricity generation. The programme was recently revised to give an additional reward to plants that use biomass produced close to the site (the filiera corta or short supply chain). In fact, if most of the biomass is produced within 70km of its point of use (as in the Olevano project), the resulting carbon footprint will be extremely low. Olevano Project for a Short Supply Chain and Low Environmental Impact The Olevano plant will consume roughly 200,000 tonnes/year of biomass, in this case wood chips. The wood chips will come mainly from poplar trees grown according to the short rotation forestry (SRF) formula, defined as high-density plantations of fast-growing species to be used for energy conversion. Olevano di Lomellina (Pavia), where the project is located, has large areas earmarked for poplar plantations. Since the project’s inception Maire Tecnimont has placed great emphasis on involving local companies and local organizations in developing the raw material supplies. As a result, at least 70% of the plant’s wood chips will come from a short supply chain. The Olevano plant will allow reduction of emission into the environment of more than 100,000 tons/year of CO2 by replacing electricity generation from fossil fuel plant. Notably, Olevano plant’s authorised emission levels are the lowest when compared with those of other Italian biomass power plants.

Advantages for the Local Area The Olevano project will bring important socio-economic benefits, including: continued development of the poplar wood supply chain in Olevano and the province of Pavia, which, in turn, will lead to: the creation of new jobs in biomass cultivation, harvesting and transportation; the productive use of uncultivated land; the possibility for farmers/land owners to secure long-term (15-year) contracts to supply biomass, securing revenue flows that, unlike traditional crops such as corn, are not subject to significant market fluctuations; the creation of a substantial number of jobs in: power station construction (about 200 workers at peak times, 70 on average); plant operation and maintenance (roughly 40 workers); the urbanization of the plant site and surrounding area, with the possibility of creating an artisanal/industrial hub close to the power station.

Olevano Biomass Power Station: Key Features

Nominal thermal output

Approx. 60 MWth (max: 64 MWth)

Gross output

Higher than 20 MWe

Net output

18 MWe

Net production

Approx. 140 GWh/year

Area

66,000 sq. metres (power block: approx. 15,000 sq. metres; reception, storage and transportation of biomass: approx. 51,000 sq. metres)

Met NewEn Looks to the Concentrated Solar Power Generation Market Sicily is set to become Italy’s “free power” generator thanks to CSP technology and thermal energy storage. In 2009 Met NewEn carried out extensive studies and acquired high-value technical know-how in CSP (Concentrated Solar Power) parabolic trough technology using molten salts as the heat transfer fluid. Met NewEn is now studying, in cooperation with a qualified partner, a 25 MWe plant in Sicily to demonstrate the potential of direct molten salts systems. Met NewEn believes that power plants based on molten-salt parabolic trough collectors are one of the most promising technologies available to meet increasing world energy demand. The Company will build in Sicily the world’s first industrial-scale CSP plant using molten salts as the heat transfer fluid, not coupled to a fossil fuel power plant. The temperature of the molten salts will reach more than 500°C, thus allowing: high steam cycle efficiency, due to the enhanced maximum cycle temperature; reduced storage dimensions (for the same thermal energy storage capacity), thanks to the very high temperature difference between hot and cold stored salts. The great advantage of solar thermal power compared with photovoltaic systems is that energy can be stored. This means that electricity can be produced when the customer or network needs it, quite independently of the presence or strength of the sun. Hence, in a future scenario, photovoltaic plants will be located mainly at customers’ sites (as they are currently), while the thermal route will be suitable for large-scale generation plants able to supply the grid in a stable and reliable manner. The parabolic trough is currently the leading technology for solar thermal energy generation. The current high cost of CSP plants should be reduced considerably in the near future. Experience in EPC–O&M for this technology could become a valuable asset for Tecnimont in coming years. MET NewEn is also examining the most efficient and cost-effective way of integrating fresh water production with a CSP plant. Several desalination techniques have been analysed in order to achieve the optimum integration with the solar-fed thermal cycle. The feasibility study should demonstrate that is possible to produce water, for the needs of the plant itself and for the local population, in isolated areas where there is a shortage.

55 51

7 CORPORATE INITIATIVES After five years of constant growth, the real estate market fell slightly in terms of the value of sales in 2009, with the number of transactions also easing. This situation has led to a slowdown in the development of new real estate projects and in earnings from related technical services. In the final part of 2009 and the first few months of 2010, the main indicators relating to the property market, and the Italian economy in general, have shown a turnaround to a slight upward trend, which gives hope for an upturn in demand for immovable property. The first concrete signs of this may appear in the first half of 2011 in an increase in the value and volume of transactions that could come to fruition in the next three years, the period in which the current projects of Met Development will be developed.

Our Competences Maire Tecnimont Group is active in project finance through Met Development, which has been formed to identify, evaluate, and buy into development projects that foresee investments by the parent company (corporate initiatives). It has also developed competences in the supply of services like assets, project and construction management in the civil engineering sector, particularly in real estate development, and management of concessions in project financing that it makes available to Group companies as well as third parties. In partnership with other important Italian companies, it has recently bought into two important real estate developments in Rome and Turin, for which it also supplies asset and project management services, and is also involved in the operational management of two concessions in project financing on behalf of Tecnimont in Florence and Alba (CN). One of the many other important projects is the contract with Esperia for the design and construction of new helicopter facilities (hangars, offices, passenger hospitality areas, etc) at the Urbe airport in Rome. The Companyâ&#x20AC;&#x2122;s technical profile and know-how should allow us to manage this project efficiently and profitably, justifying the Groupâ&#x20AC;&#x2122;s decision to diversify further into the real estate development market.

Torri EUR Project – Rome This is a real estate development project, in which Met Development holds a 9.5% direct share and for which it will supply asset management services. It concerns the redevelopment of the site of the former headquarters of the Department of Internal Revenue in a prestigious position in the centre of Rome’s EUR district. The project includes the total demolition of the former headquarters, which was built at the end of the 1950s, and the construction of three 55-metre towers and a luxury residential complex designed by the architect Renzo Piano. The construction will cover an area of approximately 60,000 sq. metres and the overall value of the project is approximately €500 million. The 300 flats, integrated with shops and other commercial and service facilities, look out onto an internal park and a lake. They will have such high-quality building and heating, ventilation and air-conditioning (HVAC) characteristics, as well as general services, that this development is considered to be one of the first luxury condominiums in Rome. The project is presently in the administrative approval phase by Rome city council, and the demolition of the existing complex should start before the end of 2010. Construction will take three years and the project will be completed before the end of 2014, at an estimated cost of €130 million.

Cinque Cerchi Project - Turin This is a real estate project concerning the acquisition of a vast disused industrial area included in the Programma Generale di Riqualificazione Urbana, known as the Spina Centrale, which was started several years ago by Turin city council. Met Development holds a 10% stake in the project, and will also provide asset and project management services. It foresees the redevelopment of a total of 113,800 sq. metres, primarily for housing (95,000 sq. metres), services (11,000 sq. metres) and commercial activities (7,500 sq. metres) on three macro-areas and six building lots. The project will be developed between 2010 and 2014. The executive planning of the first lot, an area of approximately 18,000 sq. metres, has been completed, and construction is expected to begin by June 2010. The overall value of the project is expected to be about €330 million.

University Campus Project - Florence The University of Florence has given Tecnimont a concession for the planning, realization and management of rooms and services in a tower block for student residences and commercial services at the campus site near Careggi. Met Development is active in the general management of the concession and in providing asset, project and construction management services for Tecnimont. The overall value of the concession is estimated at approximately €25 million, while the construction work, on an area of approximately 10,000 sq. metres, is expected to cost around €16 million. The project has been through the entire process of administrative approval. Detailed design has been completed and construction will start during the current year and take approximately 30 months.

Alba Bra Hospital The local health authority in Alba-Bra (ASL CN2) has given a concession to Tecnimont, as the agent of a group including Impresa Rosso of Turin and the Gesto consortium, for the planning, realization and management of some services in project financing for the new €150 million Alba-Bra hospital in the province of Cuneo. Construction of the 550-bed hospital, designed by the architect Aymeric Zublena, started at the end of 2005, with completion expected in the first half of 2012. Since mid-2009, Met Development has been responsible, on behalf of Tecnimont, for management of the concession and the interface with the Alba-Bra health authority, as well as the auditing and control of the project. Our task has included re-evaluating the work already carried out on the project due to unpredictable technical problems in construction phase.

Esperia Aviation Services - Rome The project is for the development of a helicopter service centre for Esperia Aviation Services, which has formed a partnership with AgustaWestland to create a helicopter hub at Rome’s Urbe airport. Met Development will provide planning, project and construction management services to Esperia worth approximately €5 million. Construction started at the beginning of 2010 and the centre is expected to open in the first half of 2011. The project has significance beyond its value, because it represents the first high-quality investment at the airport by a prominent company and a turning point in the redevelopment and growth of the Urbe city airport in Rome.

8 ENGINEERING CENTRES AND R&D Leveraging on the engineering skills developed by Montecatini, Edison and Fiat in the first half of the 20th century, Maire Tecnimont has gained world-class references and an excellent reputation in executing large complex projects over several decades. This is largely due to our strong technology orientation. 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. These skills are combined with advanced project management expertise to execute large technologically complex projects internationally to a stringent timetable. The Group has developed excellent capabilities in planning, coordination and dayto-day project monitoring.

World-Scale Engineering Network and High Technology Expertise The Group has an international engineering network based on a common IT platform able to support the different activities of subsidiaries, branches and representative offices. The Milan centre, Tecnimontâ&#x20AC;&#x2122;s headquarters, with over 1,100 staff, coordinates the Groupâ&#x20AC;&#x2122;s worldwide network of operating centres in the large EPC projects. It leverages on an historic expertise in process innovation and project management, playing a leading role in engineering, procurement and construction projects in the chemicals, petrochemicals and oil & gas industries. Milan is also the focus for developing Group initiatives in renewable energy. Based on the same procedures and tools, the engineering centre of Mumbai, the wholly owned subsidiary Tecnimont ICB Pvt Ltd (TICB), provides seamless multi-disciplinary services across the Groupâ&#x20AC;&#x2122;s spectrum of business lines. TICB, with over 1,850 staff, is one of the few Indian engineering and construction companies with experience in executing lump-sum turnkey projects worldwide. It has delivered more than 350 projects. It has historic expertise in procurement, field engineering installation, testing/calibration and commissioning, with an important Electrical & Instrumentation (E&I) Construction Division.

Maire Tecnimont can also leverage on other important engineering centres, each specialized in certain technologies. Salzgitter, with about 50 staff, is the headquarters of the German subsidiary Tecnimont Planung und Industrieanlagenbau GmbH. It is the Groupâ&#x20AC;&#x2122;s centre of excellence for the design of LDPE plants based on high pressure tubular reactor technology, which makes the Group a member of the exclusive worldwide club of engineering companies with a good reputation and technological expertise in the design of high pressure units. Sofregaz, based in Paris, specializes in designing technological solutions for the natural gas chain: field gathering, transport, underground storage, liquefaction, and regasification. In particular, it is a key player worldwide in the design of LNG regasification plants. Sofregaz, with about 130 staff, offers a wide range of services from feasibility studies to complete project development and implementation.

In the power sector, the Turin centre, in close cooperation with Milan, has deep competences and numerous references in coal-fired power plants and gas turbine combined cycles (GTCC). The centre, with about 500 staff, also offers advanced expertise in the design and construction of complex civil/industrial buildings and transport infrastructure, specifically in highspeed railways and mass transport systems. The Group’s infrastructure business is also handled, in close cooperation with Turin, by the Rome centre, which specializes in developing underground and above-ground railway systems. The Rome centre, with about 190 staff, also offers facility management, real estate and project financing services. The infrastructure, power plants and civil/industrial sectors are also covered by the Brazilian engineering centres at Belo Horizonte and São Paulo, which employ about 50 people.

In chemicals & petrochemicals, the Brindisi engineering centre, with about 70 staff, specializes in the development and industrial-scale implementation of new polyolefins technologies, with specific know-how in LyondellBasell’s Spherizone polypropylene process. The acquisition of Noy Engineering, based in Bergamo, in 2008 brought the Group PET resin, polyester, nylon 6 and 6.6, and acrylic fibres know-how and technology. The centre, with about 30 staff, works mainly with proprietary technologies and has specific know-how in the design and construction of plants for the chemicals and textiles industries. Finally, with the acquisition of Stamicarbon, the global market leader in urea licensing, the Group can leverage on Stamicarbon’s headquarters in Sittard, in the Netherlands, where engineering for process design packages of licensed urea technologies is performed. This centre has over 50 employees.

R&D Initiatives Maire Tecnimontâ&#x20AC;&#x2122;s spirit of innovation led it to create a new department to oversee research and development in 2009. The new R&D departmentâ&#x20AC;&#x2122;s mission is to highlight and exploit expertise within the Group by identifying know-how inside the various Group technical departments that could be patented to become proprietary, revenue-earning IP. A steering committee named GATERS (Group for Analysis of Technologies and Research & Development) has been established to evaluate proposals for new R&D and technology development projects, to monitor ongoing activities, and to define short-, medium- and long-term objectives. The committee will also assess the status of technologies in which the Group has a strong position and highlight those in need of further development. It will also promote the growth of a Group patent culture. The new R&D department will develop joint research projects with universities and other research centres, as well as alliances with suppliers to carry out strategically important research studies and similar activities. In 2009, for example, it agreed with the Polytechnic of Milan to develop mathematical models and simulation tools to be used in process design, which agreement should lead to important joint research projects in the near future. Maire Tecnimont intends in future to manage its R&D activities with all the advanced project management skills that it brings to its other operations.

Nuclear Focus Following the resumption of the civil nuclear programme in Italy, Maire Tecnimont is investing resources to become a first-class player in this field. Tecnimont has previous experience of the nuclear sector, having participated, in the early 1980s, in the design of the experimental PEC plant on Lake Brasimone for NIRA SpA. Maire Tecnimont currently employs several nuclear engineers and other engineers specialized in nuclear energy. The Group is investigating the possibility of alliances or partnerships with major worldwide players in the field, in which it would deploy its skills and experience from large LSTK conventional power projects in the construction of the balance-ofplant (BOP) sections of nuclear reactors. It has started an intensive training programme for its technicians, including participation in a familiarization course on Westinghouse AP1000 technology in Pittsburgh, PA. In 2009 this course was attended by a team of engineers with previous experience in nuclear engineering and power plant design. Other Tecnimont participants are expected to attend in the future. Since 2009 Maire Tecnimont has been part of a team, led by Westinghouse Electric Co., developing the 335 MWe IRIS (International Reactor Innovative and Secure) light water reactor. Maire Tecnimontâ&#x20AC;&#x2122;s involvement is related to the balance-of-plant of the unit. IRIS is being developed by a team of about 20 organizations from nine countries, which includes companies, laboratories, government organizations, universities and electricity producers. Maire Tecnimont is also nurturing links with other Italian IRIS members with experience of the nuclear industry, either as research and development institutions or as suppliers of nuclear power plant components. Based on its experience in the design and construction of major infrastructure projects in Italy, the Group believes that it can also play a role in the planning and development of projects for the disposal of radioactive wastes.

9 PEOPLE AND SOCIETY Maire Tecnimont places great importance on satisfying all its stakeholders. Our main target is being accountable for the effects of our activities on society in general. This includes people within the Company, in the supply chain, in the communities in which we operate, and, of course, our customers, their people and their communities. We believe that this goes hand in hand with our competitiveness and long-term success. Our actions are aimed at guaranteeing the safety, health, well-being and empowerment of all the people around us. Our idea of the importance of human capital includes the creation of a safe and healthy working environment, the promotion of training programmes and learning activities to enhance individual development and motivate knowledge-sharing between our employees, and respect for cultural differences within the Company. We also consider that interaction with local communities is crucial for long-term growth, and that is why Maire Tecnimont is becoming increasingly active in addressing social concerns, in making choices and taking actions that will contribute to the welfare of people and society. We consider all these principles as basic requirements, which are wholly integrated in our culture and closely allied to our core business activity. Our attention to people, the environment and the culture of the countries in which we operate represents our way of being an international company.

9.1 HUMAN RESOURCE MANAGEMENT

Maire Tecnimont believes that people are the Groupâ&#x20AC;&#x2122;s main asset, to be managed, encouraged and helped to develop through our Human Resources Strategy. Our key cultural values are: Growth Professionalism Integration The Group has a strong recruitment commitment, primarily in Italy, India and South America. In the last four years the number of our employees has grown from 1,952 in 2006 to 4,538 at the end of 2009. We believe strongly in the empowerment of our people, to be developed over the mid- to long-term, and focusing on core knowledge, identifying the owners of strategic competences. To support the internationalization of the business, we organize several language and technical training courses, directly carried out or driven by line functions. These include, in particular, intensive training in project management skills (advanced project management techniques, risk management, contract development and administration, project financials and international bid management), in order to spread a project management culture and foster integration within the Company. In 2009 we launched a campaign to train and certify project managers, project team members and

function representatives, based on the IPMA (International Project Management Association) certification system, with the aim of: ensuring that our team members receive international recognition of their project management skills; improving the quality of service to our clients, as compared to our competitors. The very high proportion of candidates who achieved certification testifies to the excellence of the Groupâ&#x20AC;&#x2122;s operations and confirms that we continue to gain in experience year by year. Several other important initiatives were also organized in 2009: the â&#x20AC;&#x153;Management for Project-Oriented Companiesâ&#x20AC;? course, which has as its main goals the sharing of experiences, mutual exchange of understandings, and improvement of skills among senior managers; the new Young Graduates Community (Young MEeT), which aims to foster a strong commitment to Group values and ethics amongst our young people. This project is the Maire Tecnimont response to the need for an internal community in which young graduates can get to know each other, share knowledge and create new informal networks. We also launched a brand new initiative called Cultural Awareness at Work in 2009. It aims to promote awareness of cultural differences and respect for other cultures among employees coming from different ethnic and cultural backgrounds.

9.2 HSE AND QUALITY

HSE objectives, targets and programmes are a key part of the Maire Tecnimont business vision. In 2009 the Group confirmed its policy of giving priority to safeguarding health, reinforcing safety and protecting the environment. The Group’s Health, Safety and Environmental Management System is embedded in all our workplaces and construction sites. All subsidiaries and operating units are involved in disseminating, reinforcing, verifying and improving the functioning of the HSE management system, which implements the principles and objectives of the HSE policies set by the Group’s top management. Each new activity joining the Group is subject to those policies and is committed to adopting the HSE system. Maire Tecnimont’s safety performance continues to surpass the highest national and international standards. Results from our foreign sites, where the overwhelming part of our construction activities take place, underline our excellent safety record, which is significantly better than the average for comparable activities. The following table presents 2009 data expressed as: a) LTIF: Lost-Time Incident Frequency Rate; b) RIR: Recordable Incident Rate. Both indices are calculated and monitored according to OSHA (the US Occupational Safety and Health Administration) regulations, reflecting common international practice, and are compared with the averages for the international oil & gas and industrial construction sectors.

Maire Tecnimont Safety 2009 (based on approx. 89 million hours worked onsite abroad)

International Reference Benchmarks

KPI *

Maire Tecnimont

Oil & Gas Producers Contractor Data **

Construction Industries Institute (CII) ***

LTIF (OSHA Lost-Time Incident Frequency Rate)

0.02

0.11

RIR (OSHA Recordable Incident Rate)

0.13

0.45

0.58

* ** ***

KPI – Key Performance Indicator Source: International Association of Oil & Gas Producers - Report No 419, May 2009. Safety Performance indicators - 2008 data. Contractor aggregated data. Source: CII – Benchmarking & Metrics. Safety Report 2007. Aggregated data 2006 (BMM 2007 02 December 2007).

Outstanding HSE performances were recorded by the following completed projects: IOCL Panipat EPCC 2A Site (25 million hours without LTI); Q-Chem II, Qatar (19 million hours); Tasnee, Saudi Arabia (18 million hours); Borouge 2, UAE (10 million hours); Münchsmünster, Germany (1 million hours). The table below shows that the Injury Frequency Index (calculated according to the UNI 7249 standard) on Italian sites managed by the Group directly, or by joint ventures/consortia in which it is a participant, is clearly below the national INAIL benchmark.

Maire Tecnimont Safety 2009 (based on approx. 1,358,000 hours worked onsite in Italy)

National Reference Benchmarks

KPI *

Maire Tecnimont

Construction Industry

IF (Injury Frequency Index)

37.56

49.09 **

* KPI – Key Performance Indicator ** INAIL index - indemnified injuries for 1,000 employees, yearly average in 2004 - 2006 for the Construction sector (INAIL Annual Report 2008).

Maire Tecnimont HSE System Maire Tecnimontâ&#x20AC;&#x2122;s outstanding safety record is largely due to the Groupâ&#x20AC;&#x2122;s consolidated HSE Management System. This identifies legal and other applicable requirements (including national and international laws, local requirements, agreements with local authorities or customers, voluntary principles and codes of practice) to set appropriate HSE priorities and targets and establishes organizational structures and programmes to achieve them. It also implements, controls and monitors preventive and corrective actions where necessary, and promotes cultural sensitivity when encountering new cultural behaviours and adapting to changing circumstances. The HSE Management System is based on documents and procedures that represent a hierarchical structure and operate at different levels. The system defines HSE requirements for each location, and provides for relevant recordkeeping. This allows management to detect and evaluate potential deviations and to implement promptly remedial actions. Regular HSE monitoring of subcontractors is a crucial part of the work. To achieve its goals, the HSE Management System imposes duties and responsibilities on any personnel involved in the system. Meanwhile, the Quality & HSE Department regularly updates the HSE Management System through both internal verification and external collaboration with relevant business associations, universities, national and international authorities and certification bodies. It also develops periodic audit plans to verify compliance with applicable requirements and to address the implementation of preventive and corrective actions. Top management is kept informed about audit results so that it can carry out regular HSE performance reviews and enforce the effectiveness and continuous improvement of the HSE management system.

The system is reviewed periodically to monitor the suitability of the HSE Policy to evolving business conditions. Any new objectives and targets are set through an HSE improvement plan issued under the authority of the Groupâ&#x20AC;&#x2122;s top management. Maire Tecnimont continues to adapt and strengthen its HSE management system against the background of increasingly stringent regulatory and voluntary safety requirements, a growing number of worksites and the increasingly large and more complex projects the Group is handling.

Main HSE Issues in 2009 The HSE management system was re-certified in accordance with the ISO Norm 14001:2004 on environmental management and the revised OHSAS 18001:2007 standard on safety. In addition, the scope of these certifications was expanded to include newly acquired activities and new projects in oil & gas, power, infrastructure and civil engineering. The quality management system was also re-certified under ISO standard 9001:2008 to cover these areas. The personnel training programme was extended in terms of content and coverage, to involve an even greater number of employees with responsibilities at various levels in the Groupâ&#x20AC;&#x2122;s business units and line functions. Indeed, the HSE system is increasingly becoming a means of strengthening ties between different locations and business units across the Group, helping to create a common Maire Tecnimont business culture.

In each site where the system has been introduced, the following actions were undertaken: updating and analysis of the relevant documents and records; involvement of a legal expert in HSE work in cooperation with the worksiteâ&#x20AC;&#x2122;s regular HSE function; identification and implementation of potential responses to new legislative requirements; establishment of training initiatives for personnel in different roles and responsibilities in HSE issues and their strategic importance for overall business development. We aim in 2010 to strengthen the criteria for HSE monitoring, to update risk and impact analysis documents and action plans, to further standardize procedures across all the sites where the system is in use, and to enforce auditing activities, both at construction sites and offices, by increasing dedicated and specialized resources.

Quality Policy and the Quality Management System Maire Tecnimont has implemented a tailored Quality Management System (QMS) in accordance with the ISO 9001 standard to develop policies and objectives that take into account specific customer needs in the various business areas and a general requirement to continually improve quality performance. As scheduled, the relevant certification was upgraded to ISO 9001:2008 standard during 2009. The general objectives of the quality policy are: understanding and meeting customer needs; fulfilment of contract obligations and meeting technical and economic requirements; and 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 Tecnimontâ&#x20AC;&#x2122;s offices. Every employee and each department is responsible for achieving its objectives through accurate document control, equipment manufacturing supervision, construction monitoring 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 Groupâ&#x20AC;&#x2122;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 the QMS. During 2009, nearly 30 system audits to departments and 100 project audits were performed by qualified internal personnel from outside the area being examined. In addition, Maire Tecnimont auditors carry out external audits on vendors and subcontractors during the qualification, manufacturing/service provision and construction phases. The Tecnimont Quality Management Systemâ&#x20AC;&#x2122;s compliance with ISO 9001:2008 was certified by Det Norske Veritas (DNV) in a certificate reissued on December 12, 2009. Tecnimontâ&#x20AC;&#x2122;s certification dates back to 1995. Services covered by the certificate include: project management, basic and detailed engineering, environmental consultancy services, procurement, construction and installation management, turnkey supply and start-up of industrial plants (in particular in chemicals, petrochemicals, oil & gas, and power generation), infrastructure projects and civil engineering.

9.3 CORPORATE SOCIAL RESPONSIBILITY

Our Group is deeply committed to managing its activities in a responsible and sustainable manner. We believe strongly that our competitiveness rests on transparent relations with all our stakeholders and that our growth is related to their wealth. For us, building the capabilities and improving the quality of life of the communities in which we operate is a strategic target. The Group is involved in community causes by providing vocational training places, sponsoring local sports and cultural events, through partnerships with communities and donations to charitable activities. In 2009 we supported several initiatives involving employees and local communities in programmes and partnerships that addressed community-specific needs, with particular reference to art, education and sports activities. Maire Tecnimont inaugurated the “In the Open” project in December 2009. In 2008 and 2009 the Group celebrated several important anniversaries - 35 years since the foundation of Tecnimont and 50 years since the foundation of the Indian subsidiary TICB and the French subsidiary Sofregaz. To celebrate these anniversaries, we commissioned an artist to depict the people and places of Maire Tecnimont in their day-to-day work in the many countries in which the Group operates. Through his experience of visiting Group locations and meeting our people, the painter Antonio Pauciulo depicted the life and work of our Group in eight paintings - four dedicated to daily life in the offices in Mumbai, Milan, Brindisi and Paris, and four dedicated to daily work at the Turin, Münchsmünster, Brazil and Kuwait construction sites.

The result is a pictorial representation of the company’s physical reality. In December, the artist’s work was displayed at Milan’s Historic Theatre in a dedicated exhibition, and was shown to our employees during the annual Christmas party. The inauguration of the Acqua Acetosa Fountain Park took place in Rome on 18 December 2009. Maire Tecnimont was among the sponsors of this project, which was promoted by the Municipality of Rome’s Cultural Heritage Office and Circolo Canottieri Aniene. It involved the restoration of the famous 17th century ornamental fountain, redevelopment of the surrounding area for public enjoyment, creation of a park and the improvement of access facilities. The project restored a well-known monument of Rome to its former splendour.

Educational Project in India with Save the Children At the beginning of 2010 Maire Tecnimont decided to work with Save the Children, the largest independent charity helping children in need around the world, by financing an important educational initiative in India. Maire Tecnimont has a historic presence in India through TICB and its 1,850 employees. The project, based on a €140,000 donation, aims to encourage educational programmes, reduce school drop-out rates, and to improve literacy and encourage reading using the new BaLA (Building as a Learning Aid) method. The Maire Tecnimont donation will finance the reconstruction of 43 schools on BaLA principles in Maharashtra State in western India. The BaLA method introduces a new way of designing a school, so that the building itself acts as a learning facilitator for students and teachers. Engaging the children’s creativity and imagination, each part of the physical structure of a school can turn into a learning instrument: for example, the floor is used to teach angles, shapes and colours, and the staircase can help children learn how to count. In this way the child is completely involved in the learning process in a more interactive way. The environment of a school building can influence the quality of the learning/teaching process, since implementing the BaLA principles should make it more joyful and informal. Because the school building is itself a learning instrument, the materials cannot be lost or stolen, can be made available after school hours and can be applied to existing and new buildings. The project involves 36 schools in three districts in the Vidarbha region of rural Maharashtra and seven schools in urban Mumbai. The project will involve over 5,000 girls and boys aged between six and 14 who, because of the lack of infrastructure and teacher training, risk dropping out of school, with the attendant danger of becoming involved in vicious cycles of abuse and exploitation. In India today 37% of the population still lacks basic literacy skills and around 53% of children drop out of school at the elementary level. So elementary education, which is a fundamental children’s right, remains out of reach for a very large number of poor and vulnerable children. The purpose of the project is to actively support the education system in India, where we have been operating since the 1930s, by improving the participation of students and parents in the school management process, and to empower the children by providing them with an education in social and financial skills, Maire Tecnimont will operate through its Indian subsidiary Tecnimont ICB (TICB), while Save the Children Italy will work through its sister organization, Save the Children India, to follow the progress of the project more efficiently. Education is one of the keys to socio-economic development, particularly in such dynamic and fast-growing countries as India. Giving children an alternative to exploitation and abuse and providing them with an opportunity to gain a better future are the challenging goals that we would like to reach, in cooperation with Save the Children, this year.

Rugby Monza Sponsorship Maire Tecnimont has been the sponsor of ASD Rugby Monza 1949 in the 20082009 and 2009-2010 seasons. All the historic Lombard clubâ&#x20AC;&#x2122;s teams have adopted the name Maire Tecnimont Rugby Monza. The sponsorship celebrates the values of leadership, team spirit, courage, sportsmanship, and friendship that are shared by our Group and this sport. This corporate social responsibility project is focused on promoting the education and social inclusion of young people in deprived areas by encouraging them to take up sport and fitness activities, and improving their ethical values. The Rugby Monza Sporting Club, which has 14 senior and junior teams and more than 300 player-members, has a long tradition of educational and social inclusion projects. It is currently promoting the game of rugby and its values in the Monza area in order to prevent social marginalization, through a training plan that is part of the official Monza council programme for High Schools (the Cosmoss programme). The Rugby Monza educators have worked with over 5,000 students in the last two years. The programme was so successful that it was included in other activities, such as the summer camps, run by the council.

10 CORPORATE GOVERNANCE 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 20072015, 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 shareholdersâ&#x20AC;&#x2122; meeting at the time of their appointment. They are then eligible for re-appointment.

Board of Directors 31 December 2009

Non Independent Executive

Members

Position

Executive

Fabrizio Di Amato

Chairman and Chief Executive Officer

Gianni Bardazzi

Director

Massimo Sebastiani

Director

Stefano Fiorini

Director

Giovanni MalagĂ˛

Director

Roberto Poli

Director

Saverio Signori

Director

Giuseppe Colaiacovo

Director

Adolfo Guzzini

Director

FABRIZIO DI AMATO Chairman of the Board of Directors and Chief Executive Officer 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, and member of the Executive Committee of the Rome industrialists and enterprises association (UIR).

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 ICIETSIME 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 Groupâ&#x20AC;&#x2122;s merger and acquisition activities, with responsibilities from screening potential opportunities to executing and closing deals, and valuation of investment projects. He has held his current position since November 2005.

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. In the same year he became a member of the Board of Directors of Maire Tecnimont. In April 2010 he was appointed Chairman of Tecnimont.

STEFANO FIORINI Born in 1962, he completed a three-year degree in Juridical Science in Camerino. He has been an employment consultant since 1988, specializing in company restructuring and mergers and acquisitions, with significant experience in fiscal disputes and receivership. He has held the post of statutory auditor for several companies.

GIOVANNI MALAGÒ Born in 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 and organizations: UniCredit Banca di Roma, AIL (the Italian Association against Leukemia), Amici dell’Ospedale Bambino Gesù - ONLUS, the Musica Park Auditorium of Rome. He is the second largest shareholder in FINNAT Bank. Since 2007 he has been advisor to HSBC for Italy and since 2009, a Member of the Committee of Experts Made in Italy - Ministry of Economic Development. In the sports sector, he has held 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, member of the Italian Olympic Academy and President of Circolo Canottieri Aniene.

ROBERTO POLI Born in 1938. A graduate in Economics and Commerce, he was professor of corporate finance at the Cattolica University of Milan from 1966 to 1998. He is the founder and Chairman of Poli e Associati, one of the most prominent consultancy companies in the field of mergers and acquisitions and corporate finance. He was Chairman of Rizzoli-Corriere della Sera and Publitalia. He currently holds the position of Board Member at Mondadori, Fininvest, Coesia and Perennius. He has been Chairman of Eni since May 2002. He was appointed a “Cavaliere del Lavoro” in 2008.

SAVERIO SIGNORI Born in 1961, he graduated in Economics and Commerce. In 1987 he founded the Studio Signori Company of chartered accountants with offices in Rome and Milan, involved in management, finance and tax consultancy. 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. 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.

GIUSEPPE COLAIACOVO Born in 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 (Unicredit Group), Financo, Colacem, Colabeton and Santa Monica Misano Circuit. He also serves as Chairman of Sirci Gresintex SpA and Chief Executive Officer of Goldlake Group.

ADOLFO GUZZINI Born in 1941. He is a co-founder and current Chairman of iGuzzini illuminazione and the new Chairman of Fimag, the family holding company that controls iGuzzini, F.lli Guzzini and Teuco. Appointed a “Cavaliere del Lavoro” and awarded an Honoris Causa Degree in International Economics, he was elected Chairman of the Italian Design Council in 2009.

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.

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. The Board of Directors has invested the CEO with full powers of Company management, to be exercised under his sole signature, both in Italy and overseas, except for and excluding those powers and responsibilities which have been specifically reserved for the whole Board of Directors. At the same time it required the CEO to report to the Board of Directors on 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.

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.

Statutory Board of Auditors In accordance with the provisions of the articles of association of the Company, the Statutory Board of Auditors is composed of three acting auditors and two alternate auditors. The auditors are appointed for a term of three financial years, and remain in office until the approval of the financial statements pertaining to the third year of their appointment.

Statutory Board of Directors 31 December 2009 Members

Position

Giorgio Loli

Chairman

Andrea Marrocco

Acting Auditor

Giovanni Scagnelli

Acting Auditor

Andrea Bonelli

Alternate Auditor

Luca Longobardi

Alternate Auditor

GIORGIO LOLI Born 1939. A graduate in Business Administration in Bologna, he is a Certified Public Accountant involved in Corporate Governance, Auditing and Accounting. He was managing partner of KPMG SpA, President of the External Audit Committee of the International Monetary Fund and President of the Board of Statutory Auditors of Unicredit SpA. He currently holds the position of President of the Boards of Statutory Auditors of Coesia SpA, GD SpA, Unicredit Audit Sapa. He is also involved in several cultural and humanistic Associations and Foundations.

ANDREA MARROCCO Born 1966, he graduated in Economics and Commerce. An auditor and chartered accountant since 1999, he has held the position of statutory auditor for several companies. He specializes in company restructuring and M&A, and has significant experience in fiscal disputes and receivership. In 2009 he was awarded a Masterâ&#x20AC;&#x2122;s degree in IAS/IFRS.

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

ANDREA BONELLI Born in 1967, he has an Economics and Business degree from La Sapienza University of Rome. In 1996 he was admitted to the Roll of Certified Chartered Accountants of Rome and the Roll of Auditors maintained by the Ministry of Justice. He has a Masterâ&#x20AC;&#x2122;s degree in Company Tax Law and a Masterâ&#x20AC;&#x2122;s degree in International Accounting Standards at the LUISS Guido Carli University of Rome. He teaches university courses and seminars and is a member of the Academic Board of the Accademia Romana di Ragioneria. He has major experience in audit, accounting systems and business management consulting.

LUCA LONGOBARDI Born 1976. He graduated in Economics at LUISS Guido Carli in Rome. A Master of Tax and an Executive Master in IAS/IFRS, he is an accountant and auditor. He is an effective auditor in several stock companies and teaches tax and accounting subjects at the Luiss Business School in Rome.

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 deemed to form an integral and significant part. The Model is made up of a first general part, aimed at illustrating the function and principles of the Model itself, as well as the contents of Legislative Decree No. 231/2001 and the main reference regulations, and a second specific part, setting forth the procedure of the adoption of the Model by the Company, and identifying activities at risk, operating procedures pertaining to the risk profiles identified in each operating unit, the structure and functioning of the Supervisory Body together with the information flows towards the said Supervisory Body, training and information activities, the disciplinary system and the procedures for updating the Model. The Supervisory Body in charge of overseeing the functioning of and compliance with the said Model and updating the same is made up of Umberto Tracanella (Chairman), Roberto Santucci and Giovanni Scagnelli.

Executive in Charge of Preparing the Company’s Financial Accounts Pursuant to article 154-bis of the Italian Consolidated Finance Act (TUF) and in compliance with the appointment procedures contemplated in Article 23 of the Articles of Association, the Board of Directors appointed the Administration, Finance and Control Director Massimo Sebastiani as manager in charge of the Company’s financial reports.

CHAIRMAN AND CEO F. DI AMATO

PUBLIC AFFAIRS C. NICOLAIS

CORPORATE INITIATIVES M. RUZZA

GROUP PROCUREMENT G. GUADAGNO

GENERAL COUNSEL A. BERTOLINI

INVESTOR RELATIONS L.Y. KAY

INTERNAL AUDIT U. MINO

CORPORATE DEVELOPMENT A. BRUNETTI

ADMINISTRATION, FINANCE AND CONTROL M. SEBASTIANI

HUMAN RESOURCES, ORGANIZATION AND ICT F. GHIRINGHELLI

STRATEGIC MARKETING AND SPECIAL INITIATIVES G. BARDAZZI

MANAGING DIRECTOR TECNIMONT R. BERTOCCO

MANAGING DIRECTOR MET NEWEN A. BRUNETTI

MANAGING DIRECTOR MET DEVELOPMENT M. RUZZA

MANAGING DIRECTOR STAMICARBON P. DJAVDAN

As of May 2010

Profiles FABRIZIO DI AMATO Chairman & CEO GIANNI BARDAZZI Senior Vice President, Strategic Marketing and Special Initiatives FOTO

MASSIMO SEBASTIANI Senior Vice President, Administration, Finance and Control For their profiles see page 83.

ROBERTO BERTOCCO Managing Director Tecnimont Born 1962, he graduated in Electrical Engineering in 1988. He joined Tecnimont in 1990 in the Project Management and Construction Department where he held different management positions in Italy and abroad before being appointed Head of the Construction Department in 2000. From 2005 until 2008 he was Managing Director of Tecnimont ICB Pvt Ltd in India. Returning to the Milan headquarters, at the end of 2008 he took up the position of Head of the Commercial Department before being appointed Managing Director of Tecnimont on 27 April 2010. He also serves on of the Board of TICB.

ALESSANDRO BERTOLINI General Counsel Born in 1962, he graduated 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. In July 2009 he was appointed Managing Director of Met NewEn SpA.

ENZO CAETANI Tecnimont Vice Chairman Born in 1952, he graduated in Chemical Engineering in 1975 and obtained a Masterâ&#x20AC;&#x2122;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 as Tecnimont Managing Director. In April 2010 he was appointed Tecnimont Vice Chairman.

PEJMAN DJAVDAN Stamicarbon, Chief Executive Officer Born in 1964, he holds a Masterâ&#x20AC;&#x2122;s degree in Engineering from Delft University of Technology in The Netherlands (with honours) and various other degrees in Advanced Industrial Marketing, Strategic Management, Executive Leadership and Chemical Engineering. From 1989 to 2002 he held different positions in research, engineering, supply chain management, marketing and sales and general management in DSM. He joined Stamicarbon in 2002 as Licensing Manager and was promoted to the positions of Vice President in 2004 and Managing Director in 2005. As of October 2009, he has been Chief Executive Officer of Stamicarbon.

FRANCO GHIRINGHELLI Senior Vice President, Human Resources, Organization and ICT Born in 1966, he graduated in Business Administration in 1991, and joined Human Resources management at the Saipem group, where he reached the position of Development and Organization Manager. In 2002 he moved to Paris to take charge of the acquisition of Bouygues Offshore. At the end of 2003 he FOTO 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 and also that of Vice President Human Resources and ICT of Tecnimont. Since April 2008 he has been Chairman and CEO of Sofregaz SA and, since October 2009, Supervisory Board Chairman of Stamicarbon BV. He is also a member of the Board of Directors of TWS SA and Engineering & Designs TICB Pvt Ltd.

GIUSEPPE GUADAGNO Group Procurement Vice President Born in 1962, he graduated in Chemical Engineering in 1987. He joined Tecnimont in 1989 as a process engineer, becoming a project manager in 1997 and a project director in 2006, with a broad experience in the management of large international EPC LSTK contracts and projects. In 2008 he was appointed as Vice President of Chemical & Petrochemical Operations, which represents the traditional core business of Tecnimont. In January 2010 he was appointed to his current position.

LAWRENCE Y. KAY Head of Investor Relations Born in 1956 in Washington, DC (USA), 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. Since 1995 he has been a registered member of the Italian “Registro dei Revisori Contabili”. He joined the Maire Tecnimont Group in 1997, and has been in his present position since 2003.

CARLO NICOLAIS Head of Public Affairs Born in 1973, he graduated in Political Sciences from Rome’s La Sapienza University in 1999. In 2004 he was awarded a PhD in Development Economics and Politics by the University of Naples. He gained experience at different universities and organizations in international relations, coordination of EUfunded research programmes and development cooperation initiatives, and since then, has held various positions in media relations and social responsibility in public and private organizations. In 2006 he joined Maire Tecnimont Group in Corporate Communications. He has been in his present position since January 2010.

MARIO RUZZA Senior Vice President, Corporate Initiatives Born in 1954. A graduate in Civil Engineering, he started his career at Impresit as a structural engineer and worked on large hydroelectric projects at Impregilo. Subsequently, he took responsibility, as chief resident engineer and project manager, of various large worldwide projects. In 1994 he joined Fiat Engineering as project manager of high-speed railway projects and from 1997 was area manager for various projects in India, China, Russia and Poland. From March 2000 to September 2004 he was Head of Procurement at Maire Engineering and subsequently, in addition, responsible for technical activities. In 2005 he was appointed Senior Vice President of Internal Auditing at Maire Tecnimont Group and two years later, in January 2007, he became the Group’s Senior Vice President Procurement. He has been in his present position since January 2010. In the Group, he is Chairman of MST (Manutenzione e Servizi Tecnici) and Managing Director of Met Development.

11 SHAREHOLDER NOTEBOOK Main Shareholders Maire Gestioni SpA (F. Di Amato – Chairman and CEO)

63.18%

GL Investimenti Srl

4.34%

GLG Partners LP

2.23%

Oppenheimer Funds Inc.

2.03%

Norges Bank Investment Management

2.03%

Other institutional and retail investors

26.19%

Figures as of May 2010

Geographical Distribution of Free Float USA 42% France 1% Other Europe 4% Italy 8% Scandinavia 19%

Germany 9% UK 17%

Maire Tecnimont Share Performance 2009 4 3.5

PRICE (€)

3 2.5

Maire Tecnimont

2 Ftse Mid Cap Italia 1.5 1 0.5

be r to b er N ov em De ber ce m be r Oc

Se pt

Au gu

ril

Ju n

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ua r br

nu ar

12 CONSOLIDATED FINANCIAL STATEMENTS

Income Statement Euro '000 Revenues Other operating revenues Total revenues Raw materials and consumables Services Personnel Other operating expenses Total Costs EBITDA

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

2007 1,928,213 55,817 1,984,030

2008

2009

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

2,137,738 26,601 2,164,339

(328,875) (969,396) (929,050) (503,517) (495,749) (669,295) (1,076,428) (1,219,522) (123,024) (162,670) (219,240) (249,161) (18,054) (37,423) (50,712) (58,869) (965,702) (1,838,784) (2,275,430) (2,031,069) 94,159 145,246 187,364 133,270

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

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

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

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

(17,122) (2,104) 0 114,044

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

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

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

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

7,067 (10,647) 232 110,696

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

(30,603) 30,512

(48,886) 73,446

(61,617) 122,625

(31,530) 79,166

30,073 439

73,188 258

117,346 5,279

76,874 2,292

0.23 322,500

0.37* 322,500

0.24 322,500

* Calculated net of treasury stock

Balance Sheet Euro '000 Property, plant and equipment Goodwill Other intangible assets Investments in affiliates Other non-current financial assets Other non-current assets Deferred tax assets Total non-current assets

2006

2007

2008

2009

13,003 217,798 15,479 537 10,662 25,527 0 283,006

35,335 217,798 13,002 592 11,014 39,652 0 317,393

56,151 273,219 23,170 2,934 9,116 75,245 0 439,835

55,163 275,403 38,828 3,063 11,957 83,626 13,135 481,175

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

205,563 477,146 415,815 92,239 2,336 10,729 107,676 464,629 1,776,133

3,741

1,440,716

1,892,817

2,324,741

2,261,049

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 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

16,125 83,045 43,785

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

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

(6,913) 136,042 143,244 76,874 356,160 4,403

Total Shareholders' Equity

115,929

264,869

330,584

360,563

Long-term debt Provisions for risks and charges Deferred tax liabilities Provisions for employeesâ&#x20AC;&#x2122; retirement benefits Other non-current liabilities Other financial liabilities

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

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

Total non-current liabilities

233,793

164,246

221,466

228,446

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

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

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

Total Equity and Liabilities

1,440,716

1,892,817

2,324,741

2,261,049

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

Cash Flow Statement Euro '000

2006

2007

2008

2009

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

158,610

359,025

490,160

531,412

30,512

73,446

122,625

79,166

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) 61,617

(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

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

(10,743)

(16,402)

10,999

3,224

(37,865)

(46,861)

(96,378)

(53,048)

193,786

166,115

110,469

26,417

(4,186) (1,536) -

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

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

(9,391) (26,366) (2,184)

2 (5,483)

(11) (4,716)

(2,342) 1,744

(129) (2,979)

Cash Flow from investment activities (C)

(11,203)

(32,278)

(101,810)

(41,049)

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

40,633 (42,086)

(14,799) (63,397)

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

(6,278) (779) 972 3,122

19,285

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

(34,335) (22,575)

(14,264) (34,924)

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

(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 financing activities (D)

17,832

(2,702)

32,593

(52,151)

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

200,415 FOTO

131,135

41,253

(66,783)

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

359,025

490,160

531,412

464,629

List of Abbreviations E&C: CSP: EBITDA: EPB: EPC: EPCC: EPCM: FEED: GTCC: HDPE: HSE: IGD: KPI: LCBR: LDPE: LLDPE: LNG: LPG: LSTK: LTI: Mmscfd: NGL: O&M: OSHA: PDH: PE: PET: PP: PTA: QMS: SRF: TBM:

engineering and construction concentrated solar power earnings before interest, tax, depreciation and amortization earth pressure balance engineering, procurement and construction engineering, procurement, construction and commissioning engineering, procurement and management of construction front-end engineering design gas turbine combined cycle high density polyethylene health, safety and the environment integrated gas development key performance indicator low cis-butadiene rubber low-density polyethylene linear low-density polyethylene liquefied natural gas liquefied petroleum gas lump-sum turnkey lost-time injury million standard cubic feet per day natural gas liquids operation and maintenance the US Occupational Safety and Health Administration propane dehydrogenation polyethylene polyethylene terephthalate polypropylene purified terephthalic acid quality management system short rotation forestry tunnel boring machines

Edited by Maire Tecnimont Communication and External Relations Department Graphic Design: Maire Tecnimont Architectural Brand Department, Max Giglietti Photos: Maire Tecnimont Image Bank, Carlos Juan Jones, Matteo Paini, Glauco Pandolfi, Shutterstock, Istockphoto Printing: Fontegrafica June 2010

100

KEY FIGURES

In € million

REVENUES BY SECTOR

BACKLOG

Infrastructure & Civil Engineering 12%

4,196

4,534

ALBANIA Branch Office Rruga Deshmoret e 4 Shkurtit Sky Tower, Kati. 5, Zyra. 54 Tirane

4,728

3,768 Chemicals & Petrochemicals 46%

Power 34% Oil & Gas 8%

REVENUES BY GEOGRAPHIC AREA Others 3% The Americas 33%

REVENUES 2006

Italy 14%

2007

2008

2,463

2009

2,164

1,984 Europe EU 7% Europe non-EU 5%

Middle East 38%

Infrastructure & Civil Engineering 17%

EBITDA 187

Chemicals & Petrochemicals 13 %

2006

2007

2008

2009

145

94 Power 24%

BACKLOG BY GEOGRAPHIC AREA Others 3% The Americas 24%

NET INCOME * 2006

Italy 19%

2007

117

2009

Europe EU 3% Europe non-EU 5%

Middle East 46% All figures are rounded, ensuring totals sum to 100%.

2008

2006 * After minorities.

EGYPT Tecnichem for Technical Services 3EL Mokhain EL Daem Street Nasr City, Cairo FRANCE Sofregaz SA 4, Allée de Seine 93200 Saint Denis P +33 1 80603000 F +33 1 80603212 contact@sofregaz.fr

133

Oil & Gas 46%

1,060

BACKLOG BY SECTOR

SUBSIDIARIES, BRANCH AND REPRESENTATIVE OFFICES

2007

2008

2009

FACTS & FIGURES 09

BOARD OF DIRECTORS

FACTS &FIGURES

2009

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

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

INDEPENDENT AUDITORS Deloitte & Touche SpA

www.mairetecnimont.it

FACTS & FIGURES 09

BOARD OF DIRECTORS

FACTS &FIGURES

2009

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

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

INDEPENDENT AUDITORS Deloitte & Touche SpA