Structure

In compliance with the regulatory obligations provided by article 123-bis of the Italian Consolidated Finance Act, every year the Company prepares the “Report on Corporate Governance and Ownership Structure Report”, containing a general description of the corporate governance system adopted by the Group and reporting information on ownership structure, including the main governance practices implemented and the characteristics of the internal control and risk management system relating to the financial information process.

The Report is available on the Company’s website: www.mairetecnimont.it, in the section “Governance”.

18.

Treasury Shares and Parent Company Shares

The Group companies do not own, either directly or indirectly, any Treasury shares or shares in the parent companies. Further, none of the Group companies have purchased or sold directly or indirectly any Treasury shares or parent company shares during the year.

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19.

Going Concern

The Group has achieved a positive result in 2013 of Euro 17.3 million and shows a consolidated net equity of Euro 35,2 million at 31 December 2013. At the same date financial debt amounts to Euro 532 million, only Euro 153 million of which is short-term.

In fact, on 26 July 2013 Maire Tecnimont S.p.A. announced that, as a consequence of the early conclusion of the share capital increase, for a total amount of Euro 150 million, rescheduling agreements with the main creditor banks of the Group became effective for Euro 307 million of debt and Euro 50 million of new finance was paid. According to these agreements, the reimbursement of Euro 357 million will benefit from a two-year grace period, with repayment in semi-annual instalments from 2015 to 31 December 2017. The loans are secured by covenants, as standard practice for this type of operation, of which the first calculation will take place in 2015 with reference to 31 December 2014 figures. Finally the certain facilities in an aggregate amount of Euro 245 million have been confirmed by all the banks, as well as guarantees for a total amount of Euro 765 million in order to support the business.

The share capital increase and provision of new finance allowed the Group to strengthen its financial situation and, particularly, to recapitalize the subsidiary Tecnimont S.p.A.

It should also be noted that for the borrowings not covered by the refinancing, there has been the substantial harmonization of the covenants envisaged with those included in the rescheduling and new finance agreements signed with the Group by the same financial institutions, and, consequently, the medium-long term portion of the relevant loans has been reclassified as non-current liabilities.

The financial reorganization plan of the Group is also based on an industrial plan (2013 - 2017), approved by the Board of Directors on 5 April 2013 and then updated on 13 March 2014, which includes both economic and financial forecasts. The Group, in the same date, revised economic forecasts for the year 2014 (Budget 2014) confirming that the assumptions underneath are in line with the Group strategic view, both in relation to the award of new projects in 2014 and to the implementation of the disposal plan of certain non-strategic assets. Particularly, the Directors believe that the delays in new projects acquisition matured in 2013 can be recover in the following months, also on the basis of the projects awarded during the 2014 first quarter and, as a consequence, they aim at the current year targets as the plan forecasts.

In 2013 the disposal plan of non-core assets has been started. In fact, on 17 June 2013, the Group signed agreements for the sale of two projects in the infrastructure and civil engineering business unit, specifically the CMT (Copenhagen Metro Team I/S) and Consorzio COCIV. Both disposals were later completed for a total amount substantially in line with the cash-in forecasted in the disposal plan.

Disposal activities are still going on and are principally focusing on the sale of the company that owns the Biomass Plant in Olevano di Lomellina, which, despite some delays, various and concrete expressions of interest have been received for. Upon completion of this transaction, that is currently expected within the first half of 2014, in addition with the previously communicated sales about 50% of the whole disposal plan expected until 2016 would have already been achieved.

The financial planning also provides repayment of the oldest overdue payables to suppliers, in order to mitigate the risks associated with late payment on business operations. In this regard it should be noted that at 31 December 2013 the Group had past-due trade payables to suppliers whose older outstanding items amount to Euro 38.3 million; this amount compared with 31 December 2012, has showed an improvement in absolute value, mainly because of agreements with suppliers, which are enabling a gradual payment of older trade payables in line with the achievement of refinancing positive effects.

Report on Operations

Based on the initiatives already undertaken and implemented by the Group and on the ones still to be fully implemented, as described above, the assumptions adopted for the sustainability of the industrial plan, were considered reasonably probable to occur.

Considering the overcoming of the tough general economic and financial environment, such considerations have been made on the basis of the plan assumptions, mainly related to the implementation of the targets through the awards of new projects, to the disposal of BiOlevano S.r.l. in a short time, with the related effects on the evolution of forecast cash flows, assuming the December 2014 covenants full compliance.

In this context, the Board of Directors has therefore evaluated as not significant the uncertainties, both individually and as a whole, and has concluded that the mentioned risk factors and the identified uncertainties do not give rise to any doubts about the Group’s ability to operate as a going concern. As a result, the consolidated financial statements for the year ended 31 December 2013 have been prepared on the basis of the going concern assumption. Lastly, and as a further note of caution, the Directors state that the evolution of the factors that have been considered will be monitored constantly, and, specifically: i) the evolution of financial position; ii) the achievement of economic targets; iii) the awards of orders in accordance with the terms and conditions envisaged; iv) the forecasted disposal plan; and v) the Group's ability to comply with the covenants established by the loan contracts, so as to take the necessary and appropriate action, if circumstances require it.

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20.

Subsequent events and business outlook 2014

LISTING OF AN EQUITY-LINKED DEBENTURE LOAN FOR A TOTAL OF Euro 80 MILLION, RESERVED TO QUALIFIED INVESTORS

On 13 February 2014 Maire Tecnimont S.p.A. announced that following the approval given by the Board of Directors on 11 February 2014, it had started and successfully completed on that same date the listing of an equity-linked debenture loan (the “Listing”) with a term of 5 years, for a total nominal figure of Euro 70 million (the “Bonds”). This amount would have subsequently been able to be increased up to Euro 20 million (for a maximum total of Euro 90 million) in the event of the increase option being exercised by the Company before the pricing date, and by a further Euro 10 million (for a general total of up to Euro 100 million) in the event of the full exercise of the over-allotment option by the joint bookrunners within 3 working days prior to the payment date, scheduled for 20 February 2014.

On 17 February 2014, the joint bookrunners exercised their over-allotment option in full. Consequently, the total nominal value of the bonds was increased from Euro 70 million to Euro 80 million.

The Bonds were settled on 20 February 2014.

The offer was intended exclusively for qualified investors on the Italian and international market, excluding the United States of America, Canada, Japan and Australia or any other jurisdiction in which the offer or sale of Bonds is subject to authorization by local authorities or in any case prohibited by the law.

The listing will enable the Company to obtain a more extensive diversification of the financial resources and optimization of the Company’s financial structure through the collection of funds on the capital market. These funds will be used to finance the Company’s business, in line with the 2013-2017 business plan approved on 05 April 2013. These funds will not be used to repay bank debt.

The Bonds will become convertible into ordinary shares in the Company (the “Shares”) subject to approval by the Company’s extraordinary Shareholders’ meeting, to be held by 30 June 2014 (the “Long-Stop Date”), of a share capital increase with the exclusion of stock options in accordance with art. 2441, paragraph 5 of the Italian Civil Code, to be reserved exclusively for the conversion of the Bonds (the “Share Capital Increase”).

G.L.V. Capital S.p.A., as majority shareholder, has informed the Company that it wishes to vote in favor of the Share Capital Increase.

Following that approval, the Company will issue a specific bond-holder notice (the “Physical Settlement Notice”). In accordance with the Bond regulation (the “Regulation”) and as from the date specified on the Physical Settlement Notice, the Company will fulfill any exercise of conversion rights by delivering shares obtained from the Share Capital Increase, without prejudice to the Company’s right to make a Net Share Settlement Election (as defined below). As from 7 March 2018, Maire Tecnimont shall have the right to settle all conversions by making cash payment of an amount up to the nominal value of the Bonds and deliver a number of shares calculated according to the methods specified in the Regulation (the “Net Share Settlement Election”).

Moreover, on the Bond maturity date, if the Company has issued a Physical Settlement Notice or has sufficient shares available to it to allocate to this end, the Company shall have the right to deliver a combination of shares and cash, rather than settle the conversion of the Bonds in cash only, in accordance with the methods specified by the Regulation.

Report on Operations

If the Share Capital Increase should not be approved by the Long-Stop Date, the Company shall have the right, within 10 working days of the Long-Stop Date, to issue a notice for bond- holders and proceed to make full early redemption of the Bonds with payment (plus interest accrued) of a cash premium calculated in accordance with the methods specified in the Regulation.

The Company has agreed to make a lock-up commitment for up to 90 days after the bond issue date, in line with standard market practice for similar transactions. It is also noted that the Company does not have any own shares in portfolio nor has the Shareholders’ meeting appointed the Directors to purchase any own shares. G.L.V. Capital S.p.A. has declared that it wishes to make a similar lock-up commitment to the Company.

The initial Bond conversion price has been established as Euro 2.1898, which constitutes a premium of 35% over the weighted average price of the Company’s ordinary shares as recorded on the MTA, between the time of launch and transaction pricing.

The Bonds were issued at par, for a unit nominal value of Euro 100,000; they have a term of 5 years and a fixed annual coupon of 5.75%, payable six-monthly in arrears. If not previously converted, redeemed, purchased or cancelled, the Bonds will be redeemed at par on 20 February 2019.

The Company intends to request the admission to listing of the Bonds on an internationally- recognized regulated or unregulated operative market by the Long-Stop Date.

Banca IMI S.p.A. has acted as Global Coordinator, and with UniCredit Bank AG, Milan Branch, as Joint Bookrunners for the listing and MPS Capital Services Banca per le Imprese S.p.A. as Co- Bookrunner of the listing (together with the Joint Bookrunners, the “Bookrunners”).

NEW CONTRACTS

On 20 January 2014, Maire Tecnimont S.p.A. announced that its subsidiary Tecnimont S.p.A. had signed agreements in connection with the development of engineering works for two fertilizer plants in the Russian Federation, in addition to an agreement for the direct negotiation of the EPC contract for one of the two plants. Both plants are owned by EuroChem Mineral and Chemical Company, one of the world’s most important agrochemical companies, which mainly produces nitrogen- and phosphate-based fertilizers, in addition to synthetic organic products and iron minerals; its business ranges from mining and the extraction of natural gas through to fertilizer production, logistics and distributions. The first complex, situated in the industrial district of Kingisepp, in the region of St. Petersburg, comprises an ammonium plant with a production capacity of 2,700 tons per day, based on KBR technology, in addition to supporting utilities & off-site facilities. The purpose of the work includes the engineering packages developed by the licensee and the adaptation by a qualified Russian engineering company acting as subcontractor for Tecnimont. Tecnimont has also been appointed by EuroChem as “preferred bidder” for the direct negotiation of the EPC contract for the Kingisepp plant, for which the main terms and conditions have been agreed by the parties. The second complex, situated in the industrial district of Nevinnomyssk, in the region of Stavropol, comprises an ammonium plant with a production capacity of 2,700 tons per day, based on KBR technology, a granular urea plant with a capacity of 3,500 tons per day, based on Stamicarbon technology, the Maire Tecnimont licensing and IP specialist center and supporting utilities & off-site facilities. As concerns this second plant, engineering is already executive and the scope of the work is similar to that of Kingisepp. The total value of the engineering works that are already executive to date is approximately Euro 30 million.

The projects will be developed by Tecnimont in association with Chemoproject Nitrogen, a Czech Republic company that will be acting as subcontractor. Chemoproject Nitrogen boasts numerous examples of the development of prilled and granular urea plants based on Stamicarbon technology. Chemoproject, a member of Safichem Group AG, is the most important Czech engineering company operating in EPC projects in the nitrogen chemical industry. These agreements pave the way of a long-term industrial collaboration with a prestigious client as is EuroChem, better positioning the Maire Tecnimont Group for future investments that may be made by EuroChem in Russia and abroad. These contracts also

83 consolidate the Group’s track record in the strategic sector of fertilizers, both as EPC Contractor and Technology Provider. The agreements also represent a further success under the scope of the Group’s long-standing presence in Russia, which began with the Gorlovka development back in 1933 of the ammonium plant by Montecatini, at the very start of the Maire Tecnimont Group history. These initiatives also confirm the strategy focused on the involvement, right from the very early stages of large-scale investment decisions made by its clients, as well as in technology-driven activities and a selective EPC approach in the core business and consolidated geographical areas.

On 30 January 2014, Maire Tecnimont S.p.A. announced the award, through its subsidiaries Tecnimont S.p.A., KT – Kinetics Technology S.p.A. and Stamicarbon BV of new service contracts and additions for EP, licensing and technology packages for a total value of approximately Euro 96 million. The contracts, relating to the core business Oil, Gas & Petrochemical and Fertilizers, were acquired in Europe, North America, the Middle East, and East Asia, and confirm the Group’s growth strategy in the field of services with high technological content and thus higher margins. These last awards also confirm the validity of the Group’s technology-driven business model, thanks to the leadership position enjoyed in the core business and the distinctive competences acknowledged on the markets on which it operates.

On 10 February 2014, Maire Tecnimont S.p.A. has announced that the consortium established between some of its subsidiaries (86%) and the Turkish company Ustay A.S. (14%) has been awarded stage II of the Sonara complex expansion project in Cameroon. The project involves the development of a new hydrocracker complex within the refinery in Limbè (in the south- west of the country). It aims to improve the quality of the refined products, as well as increase plant flexibility overall. The client is SOciété NAtionale de RAffinage (SONARA), the State entity that owns and manages the country’s only refinery. The total value of the contract is approximately USD 715 million, of which around USD 612 million pertains to the Maire Tecnimont Group, whose work concerns engineering services for the entire project, procurement, construction of part of the plant and construction supervision and commissioning services. The remainder of the construction works will be carried out by Ustay A.S. Project completion is expected for the second half of 2017. The project was awarded by the Ministry for Public Contracts of Cameroon following an international tender during which the consortium was found to be the most competitive bidder of the numerous important international competitors. Stage II of the project to expand the Sonara complex is considered by the Cameroon government as of strategic importance for the country’s development. This important project, moreover, further strengthens the Group’s presence in a promising geographical area, as West Africa looks set to be; it also confirms the focus on the core business of Oil & Gas, as well as representing a prestigious reference in the refinement sector.

B

O

2014

The Group confirms positive margins for 2014, in light of the results for 2013, and after having suffered the negative effects related to the Power BU of the last two years. This objective is driven by the positive performance of the Oil, Gas & Petrochemicals BU in line with the Group strategic guidelines.

The Group envisages the award of new orders in the next few quarters in the Oil, Gas & Petrochemicals BU, confirming the industrial re-positioning which has already generated new orders in 2013 and the early months of 2014.

In the Licensing area the business is expected to grow, which will lead to registration requests for several new patents throughout the year, and in parallel a broader marketing of proprietary technologies.

In the Energy BU the Group is currently developing a new commercial strategy aimed at enhancing its core competencies while mainly focusing on engineering services and EP projects, as confirmed by the latest award, focused on technological alliances with solid construction partners.

Report on Operations

The Infrastructure & Civil Engineering BU is currently implementing its turn-around process begun last year and continued in 2013 through the reorganization of its structures in order to both increase its ability to adapt to changing production volumes and enable a more targeted focus with consequent improved ability to respond to the demand for engineering services.