MAIRE TECNIMONT

AVVISO n.7774

16 Aprile 2018

MOT - EuroMOT

Mittente del comunicato : BORSA ITALIANA

Societa' oggetto dell'Avviso

: MAIRE TECNIMONT

Testo del comunicato

Oggetto : AMMISSIONE ALLA QUOTAZIONE ED AVVIO DELLA FASE DI CONCLUSIONE DEI CONTRATTI CONDIZIONATI ALL'EMISSIONE TITOLI 'MAIRE TECNIMONT'

Si veda allegato.

Disposizioni della Borsa

Oggetto: AMMISSIONE ALLA QUOTAZIONE ED AVVIO DELLA FASE DI CONCLUSIONE DEI CONTRATTI CONDIZIONATI ALL'EMISSIONE DEL TITOLO

Titolo: "Maire Tecnimont S.p.A. Senior Unsecured notes due 30 April 2024"

Borsa Italiana S.p.A., ai sensi dell'articolo 2.4.3 del Regolamento dei Mercati, ha stabilito la procedura di quotazione del Titolo in oggetto. Ai sensi di tale procedura, con provvedimento n. LOL-003866 del 09/04/2018 Borsa Italiana ha disposto, su domanda di Xxxxx Xxxxxxxxx

S.p.A. (di seguito l'"Emittente"), l'ammissione alla quotazione del Titolo in oggetto e l'avvio della fase di conclusione dei contratti condizionati all'emissione del Titolo in oggetto con decorrenza dal giorno 18/04/2018 e fino al 24/04/2018 (inclusi), salvo chiusura anticipata, proroga o posticipo. Tali contratti saranno liquidati in un'unica data di regolamento stabilita inizialmente nel quinto giorno successivo alla chiusura del Periodo di Distribuzione (sesto nel caso di chiusura anticipata ovvero posticipata).

Successivamente alla data di chiusura del Periodo di Distribuzione, Borsa Italiana stabilirà con Avviso la data di avvio delle negoziazioni ufficiali sul MOT del Titolo, che, salvo ove diversamente richiesto dall'Emittente, coinciderà con la Data di godimento del Titolo.

CARATTERISTICHE DEL TITOLO

Emittente: Maire Tecnimont S.p.A.

Valore nominale: min 150.000.000 Euro (salvo quanto previsto nel Prospetto del prestito)

max 250.000.000 Euro

Data di godimento: 03/05/2018

(salvo chiusura anticipata ovvero proroga, nel qual caso il sesto giorno successivo alla chiusura del periodo di offerta)

Data di scadenza: 30/04/2024

Rimborso: rimborso alla pari a scadenza (salvo rimborso anticipato, anche parziale, come previsto nel Prospetto del prestito)

Interessi annui lordi: le obbligazioni frutteranno interessi annui lordi, pagabili

semestralmente in via posticipata il 30 aprile e il 31 ottobre di ogni anno a partire dal 31 ottobre 2018, pari al 2,625% del valore nominale del prestito.

DESCRIZIONE DELLA FASE DI CONCLUSIONE DEI CONTRATTI CONDIZIONATI ALL'EMISSIONE DEL TITOLO

Prezzo fisso dei contratti

condizionati: 100%

Prezzo di regolamento dei contratti condizionati (Prezzo di Emissione): 100%

Periodo di distribuzione: dal 18/04/2018 al 24/04/2018 (inclusi), salvo chiusura

anticipata, proroga o posticipo.

Data di regolamento dei contratti 03/05/2018

condizionati conclusi nel Periodo di (salvo chiusura anticipata ovvero proroga, nel qual caso il

distribuzione:

Operatore aderente al mercato

sesto giorno successivo alla chiusura del periodo di offerta)

incaricato alla distribuzione: EQUITA SIM S.P.A. (codice operatore IT1505)

Proposte di negoziazione inseribili dagli altri operatori:

esclusivamente ordini in acquisto senza limite di prezzo (market order) o con limite di prezzo (limit order) che deve essere pari al Prezzo di Emissione. Gli ordini, per i quali non è previsto un numero massimo che ciascun operatore può inserire, devono essere immessi con parametri Fill-or-Kill (FOK), Immediate or Cancel (IOC) o DAY.

Solo gli ordini con limite di prezzo e con modalità di esecuzione DAY permarranno sul book anche in caso di temporanea assenza dell'operatore incaricato alla distribuzione; viceversa gli ordini senza limite di prezzo e gli ordini con limite di prezzo con parametri FOK o IOC, in caso di temporanea assenza dell'operatore incaricato alla distribuzione, risulteranno cancellati.

Modalità di distribuzione: unica fase di mercato a negoziazione continua dalle 9.00

alle 17.30 (non è prevista la fase di asta di apertura).

Tagli: 1.000 EUR

Importo minimo di negoziazione: 1.000 EUR

Importo massimo singolo ordine: 250.000.000 Euro in vendita;

1.000.000 Euro in acquisto.

CODICI: ISIN XS1800025022

Xxxxxxxxxx XX 000000

Denominazione: MAIRE TECNIMONT TF 2,625% AP24 CALL EUR

Mercato e comparto di negoziazione:

Borsa - Mercato telematico delle obbligazioni (MOT), segmento EuroMOT, 'classe euro-obbligazioni, ABS, titoli di emittenti esteri e altri titoli di debito'. I contratti condizionati conclusi nel Periodo di distribuzione non sono garantiti da Cassa di Compensazione e Garanzia.

EMS: 25.000

DISPOSIZIONI DELLA BORSA ITALIANA

Borsa Italiana dispone l'ammissione alla quotazione del prestito "Maire Tecnimont S.p.A. Senior Unsecured notes due 30 April 2024" (ISIN XS1800025022) e l'avvio della fase di conclusione dei contratti condizionati all'emissione del Titolo in oggetto sul comparto obbligazionario (MOT) dal giorno 18/04/2018 e fino al 24/04/2018 (inclusi), salvo chiusura anticipata, proroga o posticipo.

Allegati: Prospetto del prestito;

Comunicato dell'Emittente in merito al tasso cedolare.

Maire Tecnimont S.p.A.

Euro [•]

[•] per cent. Senior Unsecured Notes due 30 April 2024

Maire Tecnimont S.p.A., a joint stock company (societá per azioni) incorporated and existing under the laws of the Republic of Italy (“Maire Tecnimont” or the “Company” or the “Issuer”) is expected to issue, subject to the Minimum Offer Amount (as defined herein), on or about 3 May 2018 (the “Issue Date”) between Euro“150,000,000 ” (the “Minimum Offer Amount”) and Euro“250,000,000” (the “Maximum Offer Amount”) fixed rate senior unsecured notes due “30 April 2024” with a denomination of Euro 1,000 (the “Notes”) (the “Offering”). The Maximum Offer Amount may be reduced by the Issuer prior to the Launch Date (as defined herein). The Notes will be issued at a price of 100 per cent. of their principal amount (the “Issue Price”). The Notes will bear interest from and including the Issue Date to, but excluding, 30 April 2024, at a minimum rate of “2.25” per cent. per annum (the “Minimum Interest Rate”) payable semi-annually in arrear on 30 April and 31 October each year, commencing on 31 October 2018. Payments on the Notes will be made in Euro without deduction for or on account of taxes imposed or levied by the Republic of Italy to the extent described under Terms and Conditions of the Notes – Taxation”.

Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 30 April 2024. The Notes are subject to redemption, in whole but not in part, at their principal amount, plus interest, if any, to the date fixed for redemption at the option of the Issuer at any time in the event of certain changes affecting taxation in the Republic of Italy. In addition, at any time on or after 30 April 2021, the Issuer may redeem the Notes in whole or in part from time to time at the redemption prices specified herein. See Terms and Conditions of the Notes – Redemption and Purchase . The Notes and the coupons will constitute direct, unconditional and (subject to “Terms and Conditions of the Notes – Negative Pledge ) unsecured obligations of the Issuer which will at all times rank pari passu and without any preference among themselves and at least pari passu with all other outstanding present and future unsecured and unsubordinated obligations of the Issuer, save for certain mandatory exceptions of applicable law. Subject to and as set forth in “Terms and Conditions of the Notes”, the Issuer will not be liable to pay any additional amounts to Noteholders in relation to,

among other things, any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of 1 April 1996 (as the same may be amended or supplemented from time to time) where the Notes are held by a person resident in a country that does not allow for satisfactory exchange of information with Italy (as per article 168-bis, Italian Presidential Decree No. 917 of 22 December 1986) and otherwise in circumstance as described in “Terms and Conditions of the Notes.”

This Prospectus includes information on the terms and conditions of the Notes, including redemption and repurchase prices, covenants and events of default and transfer restrictions. This Prospectus may be used only for the purpose for which it has been published.

This prospectus (the “Prospectus”) constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended) (the “Prospectus Directive”). This Prospectus will be published in electronic form together with all documents incorporated by reference herein on the website of the Company (xxx.xxxxxxxxxxxxxx.xxx) (the “Company’s Website”) and the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) (the “Luxembourg Stock Exchange Website”) and will be available free of charge at the registered office of the Issuer.

Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (“Luxembourg”) (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended, (the “Luxembourg Prospectus Law”), for the approval of this Prospectus for the purposes of the Prospectus Directive. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list of the Luxembourg Stock Exchange (the “Official List”) and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market (the “Market”). The Market is a regulated market for the purposes of Directive 2014/65/EC of the European Parliament and of the Council on markets in financial instruments. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities. There can be no assurances that an active trading market for the Notes will develop. Settlement of the Notes is not conditioned on obtaining this listing.

The Issuer has requested the CSSF to provide the competent authority in Italy, Commissione Nazionale per le Società e la Borsa (“CONSOB”) with a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law (the “Notification”).

Application has been made to Borsa Italiana S.p.A. (“Borsa Italiana”) for the Notes to be admitted to listing and trading on the Borsa Italiana’s regulated market, Mercato Telematico delle Obbligazioni (the “MOT”). The MOT is a regulated market for the purposes of Directive 2014/65/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, as amended. Borsa Italiana has admitted the Notes to listing on the MOT with order n. LOL-003866 dated 9 April 2018. The start date of official trading of the Notes on the MOT (the “Trading Start Date”) will be set by Borsa Italiana in accordance with Rule 2.4.3 of the Borsa Italiana rules and published on the Company’s Website and the Luxembourg Stock Exchange Website and released through the SDIR system 1info, xxx.0xxxx.xx (“1info”). The Trading Start Date shall correspond to the Issue Date.

The interest rate of the Notes (which shall not be less than the Minimum Interest Rate) and the yield will be set out in a notice, which will be filed with the CSSF and published on the Company’s Website, the Luxembourg Stock Exchange Website and released through 1info prior to the start of the Offering Period (as defined in “Sale and Offer of the Notes – Offering Period, Early Closure, Extension and Withdrawal”) (the “Interest Rate and Yield Notice”). The aggregate principal amount of the Notes, the number of Notes sold and the proceeds of the Offering will be set out in a notice, which will be filed with the CSSF and published on the Company’s Website, the Luxembourg Stock Exchange Website and released through 1info no later than the third business day after the end of the Offering Period (as defined in “Sale and Offer of the Notes – Offering Period, Early Closure, Extension and Withdrawal”) (the “Offering Results Notice”).

The Notes are being offered outside the United States by the Joint Bookrunners (as defined in “Sale and Offer of the Notes”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States, Australia, Canada or Japan

- or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the “Other Countries”) -, or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of certain restrictions on transfers of the Notes, see “Sale and Offer of the Notes”. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or pursuant to the corresponding regulations in force in the Other Countries and are subject to United States tax law requirements.

Investing in the Notes involves risks. See “Risk Factors” for a discussion of certain risks prospective Investors should consider in connection with any investment in the Notes.

Furthermore, the Notes are not intended to qualify as packaged retail and insurance-based investment products (“PRIIPS”) and, as such, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) has been or will be prepared by the Issuer.

The Notes will be in bearer form in the denomination of Euro 1,000 each and will initially be in the form of a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or around the Issue Date with a common safe-keeper for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note”, and together with the Temporary Global Note, each a “Global Note”), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in principal amounts equal to Euro 1,000 with interest coupons attached. No Notes in definitive form will be issued with a denomination above Euro 1,000. See “Overview of Provisions Relating to the Notes in Global Form”.

The Notes are not rated.

The Notes have been assigned the following securities codes: ISIN: XS 1800025022; Common Code: 180002502.

JOINT BOOKRUNNERS

EQUITA SIM S.P.A. BANCA AKROS S.P.A. – GRUPPO BANCO BPM

PLACEMENT AGENT

EQUITA SIM S.P.A.

Prospectus dated 11 April 2018

IMPORTANT LEGAL INFORMATION

This Prospectus has been prepared on a basis that permits offers of the Notes that are not made within an exemption from the requirement to publish a prospectus under Article 3.2 of the Prospectus Directive (a “Non-exempt Offer”) in the Grand Duchy of Luxembourg and the Republic of Italy (each a “Non-exempt Offer Jurisdiction” and together, the “Non-exempt Offer Jurisdictions”). Any person making or intending to make a Non-exempt Offer of Notes on the basis of this Prospectus must do so only with the Issuer’s consent – see “Consent given in accordance with Article 3.2 of the Prospectus Directive” below.

CONSENT GIVEN IN ACCORDANCE WITH ARTICLE 3.2 OF THE PROSPECTUS DIRECTIVE

Consent

In the context of any Non-exempt Offer of Notes, the Issuer accepts responsibility, in each of the Non-exempt Offer Jurisdictions, for the content of this Prospectus in relation to any person (an “Investor”) who purchases any Notes in a Non-exempt Offer made by the Joint Bookrunners (as defined below) or an “Authorised Offeror” (as defined below), where that offer is made during the Offering Period (as defined in “Sale and Offer of the Notes” below).

Except in the circumstances described below, the Issuer has not authorised the making of any offer by any offeror and the Issuer has not consented to the use of this Prospectus by any other person in connection with any offer of the Notes in any jurisdiction. Any offer made without the consent of the Issuer is unauthorised and neither the Issuer, nor, for the avoidance of doubt, the Joint Bookrunners accepts any responsibility or liability in relation to such offer or for the actions of the persons making any such unauthorised offer.

If, in the context of a Non-exempt Offer, an Investor is offered Notes by a person which is not an Authorised Offeror, the Investor should check with such person whether anyone is responsible for this Prospectus for the purpose of the relevant Non-exempt Offer and, if so, who that person is. If an Investor is in any doubt about whether it can rely on this Prospectus and/or who is responsible for its contents, the Investor should take legal advice.

Conditions to Consent

The Issuer consents to the use of this Prospectus in connection with any Non-exempt Offer of Notes in any of the Non- exempt Offer Jurisdictions during the Offering Period (as defined in “Sale and Offer of the Notes” below) by:

(i) the Joint Bookrunners; and

(ii) any other financial intermediary appointed after the date of this Prospectus and whose name is published on the Company’s Website and identified as an Authorised Offeror in respect of the Non-exempt Offer (together with the financial intermediary specified in (i) above, the “Authorised Offerors”).

Furthermore, the conditions to the Issuer’s consent are that such consent:

(i) is only valid during the Offering Period (as defined in “Sale and Offer of the Notes”); and

(ii) only extends to the use of this Prospectus to make Non-exempt Offers in the Grand Duchy of Luxembourg and the Republic of Italy.

Arrangements between an Investor and the Authorised Offeror who will distribute the Notes

Neither the Issuer, nor, for the avoidance of doubt, the Joint Bookrunners have any responsibility for any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with applicable conduct of business rules or other local regulatory requirements or other securities law requirements in relation to such offer.

An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and offers and sales of the Notes to such Investor by an Authorised Offeror will be made, in accordance with any terms and other arrangements in place between that Authorised Offeror and such Investor including as to price, allocations and settlement arrangements (the “Terms and Conditions of the Non-exempt Offer”). The Issuer will not be a party to any such arrangements with such Investor and, accordingly, this Prospectus does not contain such information. The Terms and Conditions of the Non-exempt Offer shall be provided to such Investor by that Authorised Offeror at the time the offer is made. Neither the Issuer, nor, for the avoidance of doubt, the Joint Bookrunners or other Authorised Offerors have any responsibility or liability for such information.

IMPORTANT NOTICE TO EEA RETAIL INVESTORS – The Notes are not intended to qualify as packaged retail and insurance-based investment products (“PRIIPS”) and, as such, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) has been or will be prepared by the Issuer.

MIFID II product governance / Retail Investors target market, professional Investors and ECPs target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has lead to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

RESPONSIBILITY STATEMENT

The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import.

The Issuer has confirmed to Equita SIM S.p.A. and Banca Akros S.p.A. – Gruppo Banco BPM (the “Joint Bookrunners”) that this Prospectus contains or incorporates all information regarding the Issuer and the Group as of the date of this Prospectus (where “Group” or the “Maire Tecnimont Group” means the Issuer and all its consolidated subsidiaries) and the Notes which are (in the context of the issue of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer, or the Group are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information,

opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing.

To the fullest extent permitted by law, neither the Joint Bookrunners, Lucid Trustee Services Ltd as trustee (the “Trustee”) nor The Bank of New York Mellon as principal paying agent (the “Principal Paying Agent”) accepts any responsibility and/or any liability whether arising in tort or contract or otherwise for the contents of this Prospectus or for any other statements made or purported to be made by the Joint Bookrunners or on their behalf or by the Trustee or on its behalf or by the Principal Paying Agent or on its behalf in connection with the Issuer or issue and offering of any Note.

IMPORTANT INFORMATION

The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions are restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to observe any such restrictions. Neither the Issuer, the Joint Bookrunners nor the Trustee represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Joint Bookrunners or the Trustee which is intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the Joint Bookrunners have represented that all offers and sales by them will be made on the same terms. In particular, the Notes have not been, and will not be, registered under the Securities Act and are subject to United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States, Australia, Canada, Japan or to Other Countries or to U.S. persons.

For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of any part thereof) see “Sale and Offer of the Notes”.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Information Incorporated by Reference”). This Prospectus should be read and construed on the basis that such documents are incorporated in and form part of this Prospectus.

Investors should rely only on the information contained in this Prospectus. The Issuer has not authorised anyone to provide Investors with different information. The Issuer is not making any offer of the Notes in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover of this Prospectus regardless of the time of delivery of this Prospectus or of any sale of the Notes.

The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by the Issuer or the Joint Bookrunners.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that the information contained herein concerning the Issuer and/or the Group is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is

correct as of any time subsequent to the date indicated in the document containing the same or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer and/or the Group since the date of this Prospectus.

Neither this Prospectus nor any other information supplied in connection with the offering, sale or delivery of any Note

(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or the Joint Bookrunners that any recipient of this Prospectus or any other information supplied in connection thereto should purchase any Note. Each investor contemplating purchasing any Note should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Group. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Joint Bookrunners to any Person to subscribe for or to purchase any Notes.

Each recipient of this Prospectus shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Group and of the rights attaching to the Notes.

The legally binding language of this Prospectus, according to Article 19 of the Prospectus Directive, is English, however certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. For the purposes of the offer of the Notes to the public in Italy a courtesy translation in Italian of the section entitled “Summary” will be made available separately with this Prospectus.

In this Prospectus, unless otherwise specified, references to a “Member State” are references to a Member State of the European Economic Area. References to “billions” are to thousands of millions.

Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

This Prospectus may only be used for the purpose for which it has been published.

This Prospectus does not constitute, and may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.

Forward-looking statements

This Prospectus may contain forward-looking statements, including (without limitation) statements identified by the use of terminology such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “will”, “would” or similar words. These statements are based on the Issuer’s current expectations and projections about future events and involve substantial uncertainties. All statements, other than statements of historical facts, contained herein regarding the Issuer’s strategy, goals, plans, future financial position, projected revenues and costs or prospects are forward-looking statements. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified. Future events or actual results could differ materially from those set forth in, contemplated by or underlying forward-looking statements. The Issuer does not undertake any obligation to publicly update or revise any forward-looking statements.

Market share information and statistics

Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to the Group’s business contained in this Prospectus consists of estimates based on data reports compiled by professional organisations and analysts, on data from other external sources, and on the Issuer’s knowledge of its reference markets. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organisations) to validate market-related analyses and estimates, requiring the Issuer to rely on internally developed estimates. While the Issuer has compiled, extracted and accurately reproduced market or other industry data from external sources, including third parties or industry or general publications, neither the Issuer, nor the Joint Bookrunners have independently verified that data. As far as the Issuer is aware, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Issuer cannot assure Investors of the accuracy and completeness of, or take any responsibility for, such data other than the responsibility for the correct and accurate reproduction thereof.

TABLE OF CONTENTS

SUMMARY 7

RISK FACTORS 28

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION 52

CAPITALIZATION 58

INFORMATION INCORPORATED BY REFERENCE 59

TERMS AND CONDITIONS OF THE NOTES 64

OVERVIEW OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM 82

USE OF PROCEEDS 84

INFORMATION ABOUT THE ISSUER AND THE GROUP 85

TAXATION 140

SALE AND OFFER OF THE NOTES 151

GENERAL INFORMATION 158

CERTAIN DEFINED TERMS 161

GLOSSARY OF TERMS 163

SUMMARY

Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of security and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of security and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”.

Section A – Introduction and warnings

Element

Description of Element

Disclosure requirement

A.1

Warning

This summary should be read as an introduction to this prospectus (the “Prospectus”).

Any decision to invest in the fixed rate senior unsecured notes due 30 April 2024 (the “Notes”) offered hereby by Xxxxx Xxxxxxxxx S.p.A. (the “Issuer” or the “Company” and the offering of the Notes, the “Offering”) should be based on consideration of the Prospectus as a whole by the Investors (as defined in E.3).

Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff Investors might, under the national legislation of its member state of the European Union (“Member State”) to the Agreement on the European Economic Area, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid Investors when considering whether to invest in the Notes.

A.2

Consent to the use of this Prospectus

The Issuer consents to the use of the Prospectus in connection with the Offering in any Member State of the European Economic Area which has implemented the Prospectus Directive during the period (the “Offering Period”) from 18 April 2018 at 09:00 (CET) (the “Launch Date”) to 24 April 2018 at 17:30 (CET) - subject to amendment, extension or postponement -, by:

(i) Equita SIM S.p.A. and Banca Akros S.p.A. – Gruppo Banco BPM (the “Joint Bookrunners”); and

(ii) any other financial intermediary appointed after the date of the Prospectus and whose name is published on the website of the Issuer (xxx.xxxxxxxxxxxxxx.xxx ) and identified as an authorised offeror in respect of the offer of the Notes that are not made within an exemption from the requirement to publish a prospectus under Article 3.2 of the Prospectus Directive (the “Non-exempt Offer”) (together with the financial intermediaries specified in (i) above, the “Authorised Offerors” and each an “Authorised Offeror”).

Furthermore, the conditions to the Issuer’s consent are that such consent:

(i) is only valid during the Offering Period; and

(ii) only extends to the use of the Prospectus to make Non-exempt Offers in the Grand Duchy of Luxembourg and the Republic of Italy.

An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and offers and sales of the Notes to such Investor by an Authorised Offeror will be made, in accordance with any terms and other arrangements in place between that Authorised Offeror and such Investor including as to price, allocations and settlement arrangements (the “Terms and Conditions of the Non-exempt Offer”). The Issuer will not be a party to any such arrangements with such Investor and, accordingly, the Prospectus does not contain such information. The Terms and Conditions of the Non-exempt Offer shall be provided to such Investor by that Authorised Offeror at the time the offer is made. Neither the Issuer, nor, for the avoidance of doubt, the Joint Bookrunners or other Authorised Offerors have any responsibility or liability for such information.

Section B – Introduction and warnings

Element

Description of Element

Disclosure requirement

B.1

Legal and commercial name

Maire Tecnimont S.p.A. is the legal and commercial name of the Issuer.

B.2

Domicile, legal form, legislation, country of incorporation

The Issuer’s registered office is in Rome, Italy.

The Issuer was incorporated as an Italian joint stock company under the laws of the Republic of Italy and pursuant to its By – laws, and is duly organised and validly existing under the laws of Italy.

B.4.b

Known trends affecting the

Oil & Gas

Issuer and the industries in

which it

operates

Global oil price dynamics are subject to many factors, the principal of which are the balance of supply and demand, macroeconomic and geopolitical situation, dynamics of the US dollar exchange rate and conditions on the global financial markets.

Management believes that the Oil & Gas is going to be affected by a i) clean fuels legislations driven by an emphasis on conversion and residue upgrading, desulphurization and octane units; and more investments in bottom-of-the-barrel processing; ii) need for refurbishment of refineries to deal with increasing low quality oil extraction; iii) new refinery configurations to improve product quality and margins; iv) flexibility for broader crude choice, declining residual fuel oil markets and ongoing switch from diesel to gasoline.

Petrochemical

The world demand for Petrochemical derivatives is constantly increasing; production and investments are supported by demand especially in countries with large population and rapidly expanding economies.

New investments in petrochemical complexes are expected in geographies offering low oil and gas prices. Furthermore, it is expected to see globally a continued focus on transactions in the downstream by oil and gas players willing to rebalance their portfolios on products like petrochemicals that offer a higher value added.

Fertilizer

Fertilizer demand is mainly driven by GDP growth and increase in the world population. Urea is by far the most utilized fertilizer among the nitrogen based fertilizers. Investments in urea production facilities tend to follow investment cycles; they have decreased in recent years and it is expected to see a new wave of investments in urea production facilities in the near future, especially in countries with abundance of cheap natural gas resources.

Renewables

Renewable energy is at the center of the transition to a less carbon-intensive and more sustainable energy system. Renewables have grown rapidly in recent years, accompanied by sharp cost reductions for solar photovoltaics and wind power in particular. The sector is experiencing a trend towards bigger solar and wind power plants in search for higher efficiency and profitability as well as a drive to set up smaller, dedicated plants to grant electricity to local communities in isolated areas.

B.5

Description of the Group and the Issuer’s position within

The Issuer, together with all its consolidated subsidiaries (the “Group”), is a leading

provider of engineering and construction, technology and licensing services worldwide. The Group’s activities mainly focus on the design, engineering and construction of

the Group

plants for the oil, gas and petrochemicals and fertilizer processing industries. The Group is equipped to deliver large-scale renewable energy plants generating power from renewable resources. The Group has also expertise in major infrastructure projects and can count on a workforce of approximately 5,400 employees along with approximately 3,000 additional Electrical & Instrumentation professionals. The Group is present in 40 countries through approximately 50 operating companies.

The Group is active in the whole engineering and design, material procurement and construction (“EPC”) value chain through a technology driven value proposition, offering a broad range of services on an individual or combined basis. The services offered by the Group include: (a) project development consultancy, engineering services, such as market research and feasibility studies, environmental impact assessments, design, preliminary engineering and detailed engineering; (b) procurement of materials and equipment; and (c) construction services, comprising project management and execution, commissioning and technical assistance for operation and maintenance after the start-up of operations on a life-cycle basis. The Group also provides proprietary or third-party technologies for the design and manufacture of plants in the three segments of the hydrocarbon sector (Oil & Gas, Petrochemical and Fertilizers).

With regard to the Project Development services, the Group leverages a distinctive technology-driven model, in order to embrace early involvement in clients’ investment initiatives. In particular, the Group promotes and develops gas monetization projects, offering a package that includes EPC implementation, help with arranging financing and product offtake. When needed, the Group can contribute with a minority direct equity investment in the initiative.

The Group provides its services through two business units which are also reported separately as segments in its consolidated financial statements: (I) Technology, Engineering & Construction; - (II) Infrastructure & Civil Engineering. The Group’s “Technology, Engineering & Construction” business unit designs and constructs plant for the “natural gas chain” (involving separation, treatment, liquefaction, transport, storage, regasification and compression and pumping stations); design and constructs oil refining industry plants; designs and constructs chemical and petrochemical industry plants for the production, in particular, of polyethylene and polypropylene (polyolefins), ammonia, urea and fertilizers; issues, in addition, within the fertilizer sector, licenses on patented technology and proprietary know-how to current and potential urea producers. Other major activities are related to the Sulphur Recovery process, Hydrogen production and high-temperature furnaces. It is also engaged in the design and construction of power generation plants. The second segment “Infrastructure & Civil Engineering” business unit is engaged in the design and construction of large-scale renewables sector plant (solar, wind, biomass etc.) as well as in engineering and environmental services for

major infrastructural and civil projects (such as roads and motorways, rail lines,

underground and surface metro lines).

The Group operates through its subsidiaries that are controlled by the Issuer.

B.9

Profit forecast or estimate

Not applicable. No profit forecasts or estimates are made.

B.10

Nature of any qualifications in the audit report on historical financial information

Not applicable. The auditor has issued unqualified audit opinions on the non consolidated and consolidated financial statements for the years ended 31 December 2016 and 2017.

B.12

Selected historical key financial information

Decemb er 2016 and Decemb er 2017

The following tables set forth the selected financial information of the Issuer and of the Group as of and for the years ended 31 December 2016 and 2017, extracted from the audited separate and consolidated financial statements of the Issuer and of the Group for the relevant period.

Selected financial information of the consolidated income statements (Group)

(in Euro thousands) Year ended 31 Year ended 31 December 2017 December 2016

TOTAL REVENUES 3,524,289 2,435,426

EBITDA 193,475 160,025

EBIT 183,543 152,572

NET INCOME 126,553 85,293

Group 118,650 74,371

Minorities 7,903 10,922

Selected financial information of the consolidated balance sheet (Group)

(in Euro thousands) 31 December 31 December

2017 2016

Total non-current assets 500,401 532,753

Total current assets 2,899,175 2,516,646

Total Assets 3,399,576 3,049,399

Total non-current liabilities 548,652 541,849

Total current liabilities 2,567,154 2,322,894

Total Shareholders’ Equity 283,770 184,656

Total Shareholders’ Equity 3,399,576 3,049,399

and Liabilities

Selected financial information of the separate income statements (Issuer)

(in Euro) Year ended 31 Year ended 31 December 2017 December 2016

TOTAL REVENUES 97,631,546 66,563,747

EBITDA 54,104,868 17,900,155

EBIT 53,944,325 17,880,599

NET INCOME 60,143,682 9,531,490

Selected financial information of the separate balance sheet (Issuer)

(in Euro) 31 December 31 December

2017 2016

Total non-current assets 834,013,239 803,316,894

Total current assets 90,507,837 85,002,852

Total Assets 924,521,075 888,319,746

Total non-current liabilities 385,407,103 432,027,253

Total current liabilities 127,439,739 40,608,428

Total Shareholders’ Equity 411,674,234 415,684,065

Total Shareholders’ Equity 924,521,075 888,319,746 and Liabilities

Material adverse change in the prospect us of

Issuer

Not applicable. There has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2017.

Significa nt change in the financial or trading position

There have been no significant changes in the financial or trading position of the Issuer since 31 December 2017 other than the conversion of the equity linked bonds named “€80,000,000 5.75 per cent. Unsecured Equity-Linked Bonds due 2019” (the “Bond”) occurred on February 2018.

B.13

Recent event

On 25 January 2018, the board of directors of the Issuer has resolved to redeem before the maturity date the Bond.

At that date, the principal amount of the Bond – originally expected to expire by February 2019 – was equal to Euro 79,900,000.00 and the outstanding Bond listed on the

multilateral trading facility “Dritter Markt” (Third Market) organized and managed by the Wiener Börse (Vienna Stock Exchange) were no. 799.

Following the exercise of the early redemption option, pursuant to the term and conditions of the Bond, the bondholders have exercised their conversion rights to convert for a principal amount of Euro 79,800,000.

The conversion rights exercised were satisfied by delivering a total of 38,065,232 ordinary Maire Tecnimont S.p.A. shares to bondholders, of regular use, of which 14,952,300 treasury shares coming from the buyback program servicing the conversion of the Bond launched on 25 September 2017 and 23,112,932 newly issued shares resulting from the capital increase by payment approved by the Extraordinary Shareholders’ Meeting on 30 April 2014. The no. 1 remaining bond, for a total equivalent principal amount of Euro 100,000 has been redeemed for cash, in addition to the accrued interests with value date 7 March 2018.

B.14

Statement on dependency upon other entities within the Group

The Issuer is the holding company of the Group and has no material assets or sources of sales except for receivables against certain Group companies resulting from intercompany loans and relies on distributions from such subsidiaries to service and repay the Notes.

B.15

Principal activities

The Issuer carries out strategy-oriented and co-ordination activities regarding both the industrial set-up and the activities performed by its subsidiaries. In particular, the Issuer provides assistance to the companies of the Group regarding definition of strategies, also with reference to the policies of merger and acquisition and cooperation agreements, concerning internal audit, institutional relations & communication, investor relations, social responsibility, security and organization. The Issuer also coordinates and directs Group companies in matters regarding: legal, corporate affairs, human resources development and remuneration policy, industrial relations, procurement, administration, finance and management control, project control and contract management, system quality, HSE, project quality and risk management, general services, communication, as well as management and development of the Group's IT platform.

B.16

Controlling Persons

To date, Xxxxx Xxxxxxxxx is controlled, in accordance with article 93 of the TUF, by Xxxxxxxx Xx Xxxxx, who holds legal control of the Company through the company GLV Capital S.p.A.

GLV Capital S.p.A. holds 51.018% of the total number of ordinary shares of the Company (equal to 328,640,432 shares), corresponding to 67.565% of the share capital of the Company expressed in no. of voting rights (equal to 496,305,566, pursuant to article 120, paragraph 1 of the TUF and as provided by article 6-bis of the Issuer’s by- laws).

B.17

Credit ratings of the Issuer or its debt

securities

Not applicable; neither the Notes nor the Issuer is rated.

Section C – Securities

Element

Description of Element

Disclosure requirement

C.1

Type and class of securities being offered including any security identification number

Fixed rate senior unsecured notes due “30 April 2024” (the “Notes”). The ISIN is XS1800025022 and the common code is 180002502.

C.2

Currency of the securities issue

Euro

C.5

Restrictions on free transferability of the Notes

Not applicable. The Notes are freely transferable. However, the Offer and the sale of the Notes and the distribution of the Prospectus is subject to specific restrictions that vary depending on the jurisdiction where the Notes are offered or sold or the Prospectus is distributed.

C.8

Rights attached to the Notes, ranking of the Notes, limitations of the rights attached to the Notes

Status of the Notes: The Notes and the Coupons constitute direct, unconditional and (subject to the negative pledge) unsecured obligations of the Issuer and (subject as provided below) shall at all times rank pari passu and without any preference among themselves and at least pari passu with all other outstanding present and future unsecured and unsubordinated obligations of the Issuer.

Interest: The interest rate of the Notes (which shall not be less than 2.25 per cent. per annum (the “Minimum Interest Rate”)) and the yield will be set out in a notice, which will be filed with the Commission de Surveillance du Secteur Financier (the “CSSF”) and published on the Company’s website, the Luxembourg Stock Exchange website and released through the SDIR system 1info, xxx.0xxxx.xx (“1info”) prior to the start of the Offering Period (the “Interest Rate and Yield Notice”). The aggregate principal amount of the Notes, the number of Notes sold and the proceeds of the Offering will be set out in a notice, which will be filed with the CSSF and published on the company’s website, the Luxembourg Stock Exchange website and released through 1info no later than the third business day after the end of the Offering Period.

Meetings of Noteholders: The trust deed (as amended or supplemented from time to time,

the “Trust Deed”) dated on or about 3 May 2018 (the “Issue Date”) between the Issuer and Lucid Trustee Services Ltd (the “Trustee”) contains provisions for convening meetings of the holders of the Notes (the “Noteholders”) to consider any matter affecting their interests, including any modifications of the terms and conditions of the Notes (“The Terms and Conditions” or “Conditions”) or of any provisions of the Trust Deed. Such provisions are subject to the Issuer’s by-laws in force from time to time and the mandatory provisions of Italian law in force from time to time. The quorum and the majorities for passing resolutions at any such meetings are established by the applicable legislation and by the Issuer’s by-laws in force from time to time.

Resolutions validly passed at any meeting of Noteholders shall be binding on all Noteholders, whether or not they are present at the meeting. In accordance with the Italian law, a rappresentante comune, being a joint representative of Noteholders (the “Noteholders’ Representative”), may be appointed in accordance with Article 2417 of the Italian Civil Code in order to represent the Noteholders’ interests hereunder and to give effect to the resolutions of the meeting of the Noteholders with the powers and duties set out in article 2418 of the Italian Civil Code.

Modification and waiver: The Trustee may agree, without the consent of the Noteholders or the holders of the interest coupons appertaining to the Notes (the “Couponholders”), to (i) any modification of any of the provisions of the Trust Deed that, in its opinion, is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is, in the opinion of the Trustee, not materially prejudicial to the interests of the Noteholders. The Trustee may also make a determination that an Event of Default shall not be treated as such. Any such modification, authorisation, waiver or determination shall be binding on the Noteholders and the Couponholders and such modification shall be notified to the Noteholders as soon as practicable.

Entitlement of the Trustee: In connection with the exercise of its functions, the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders, and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders.

Final redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 30 April 2024.

Redemption at the option of the Issuer: The Issuer may, at any time on or after 30 April 2021, on giving not more than 60 nor less than 30 days’ irrevocable notice to the

		Noteholders and to the Trustee, redeem the Notes in whole or in part at the following redemption prices (expressed as a percentage of the principal amount of the Notes on the date fixed for redemption), plus accrued and unpaid interest outstanding (as defined in the Trust Deed) to the relevant redemption date: Redemption Period Price 2021 101.125% 2022 100.563% 2023 and thereafter 100.000% Redemption for taxation reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Noteholders and to the Trustee (which notice shall be irrevocable), at their principal amount, together with interest accrued to the date fixed for redemption, if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that it has or will become obliged to pay additional amounts as provided or referred to in condition 9 (Taxation) of the Terms and Conditions as a result of any change in, or amendment to, the laws or regulations of Italy or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Trustee: Lucid Trustee Services Ltd.
C.9	Additional Information on the Rights Attached to the Notes	Issue Price: The Notes will be issued at a price of 100 per cent. of their principal amount. Maturity Date: Unless previously redeemed or cancelled, the Notes will mature on 30 April 2024.
		Indication of yield: On the basis of the issue price of the Notes of 100 per cent. of their
		principal amount and a Minimum Interest Rate of 2.25 per cent. per annum, the gross real
		yield of the Notes is a minimum of 2.25 per cent. on an annual basis. The final yield will
		be set out in the Interest Rate and Yields Notice. The yield indicated in this paragraph is
		calculated, and the final yield set out in the Interest Rate and Yield. Notice will be
		calculated, as the yield to maturity as at the Issue Date and will not be an indication of
		future yield.

Negative Pledge: The Terms and Conditions of the Notes contain a negative pledge.

Limitation on Indebtedness: The Terms and Conditions contains limitations on indebtedness.

Taxation: All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of any of Luxembourg or Italy, unless the withholding or deduction of the Taxes (the “Tax Deduction”) is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and the Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of the withholding or deduction. All the above is nevertheless subject to customary market exceptions.

The Issuer will not be required to make an increased payment for a Tax Deduction imposed by Luxembourg on the basis of the Luxembourg law of 23 December 2005 introducing a final withholding tax on certain savings income, as amended.

Subject to and as set forth in The Terms and Conditions, the Issuer will not be liable to pay any additional amounts for a Tax Deduction if any withholding or deduction is required pursuant to Italian Legislative Decree No. 239 of 1 April 1996 (as, or as may subsequently be, amended or supplemented) and related regulations of implementation which have been, or may subsequently be, enacted (“Decree 239”) or pursuant to Italian Legislative Decree No. 461 of 21 November 1997 (“Decree 461”), except, in the case of Decree 239, where the procedures required under Decree 239 in order to benefit from an exemption have not been complied with due to the actions or omissions of the Issuer.

Holders of the Notes will bear the risk of any change in Decree 239 after the date hereof, including any change in the white list countries.

Event of Default: Upon the occurrence of an Event of Default, the Trustee, at its discretion, may, and, if so requested in writing by the holders of at least one quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction by the Noteholders), give notice to the Issuer that the Notes are, and they shall immediately become, due and payable at their principal amount together (if applicable) with accrued interest.

Cross Default: The Terms and Conditions include a cross default provision.

Substitution: The Trust Deed contains provisions permitting the Trustee to agree, subject

			to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders or the Couponholders, to the substitution of certain other entities in place of the Issuer or of any previous substituted company, as principal debtor or guarantor under the Trust Deed and the Notes. In the case of such a substitution the Trustee may agree, without the consent of the Noteholders or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders.
C.10	Derivative component interest payment	in	Not applicable. The Notes have no derivative component when paying interest, which could influence the value of the Notes by having an impact on the value of the underlying instrument or several underlying instruments.
C.11	Admission to trading of securities on a regulated market		Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market (the “Market”).
			Application has also been made for the Notes to be admitted to trading on the regulated
			market “Mercato Telematico delle Obbligazioni” (the “MOT”) of Borsa Italiana S.p.A.
			(“Borsa Italiana”).

Section D - Risks

Element

Description of Element

Disclosure requirement

D.2

Key information on the key risks specific to the Issuer and the Group

The following are risk factors relating to the Issuer and the Group that may affect the Issuer’s and the Group’s ability to fulfil their obligations under the Notes:

Risk factors relating to the Issuer

• The Issuer is the holding company of the Group and has no material assets or sources of sales except for receivables against certain Group companies resulting from intercompany loans and relies on distributions from such subsidiaries to service and repay the Notes

• If the Group fails to meet the financial covenants and other obligations set forth in its loan agreements, its business, financial condition and results of operations could be adversely affected

• Mandatory repayment in case of change of control provided in certain financing arrangements

Risk factors relating to the Group

• The Group’s orders and order backlog are not necessarily indicative of future revenues

• The Group operates on a global basis, which exposes it to numerous risks and the complexity of running a business with a wide geographical reach and international operations could be subject to foreign economic, social and political uncertainties. Unexpected and adverse changes in the foreign countries in which the Group operate could result in project disruptions, increased costs and potential losses

• The Group’s business, financial condition and results of operations could suffer as a result of current or future litigation

• The Group’s growth strategy has provided and may in the future provide for acquisitions or investments, which may result in integration and consolidation risks

• The Group is exposed to currency risks, interest rate risks and commodity risk

• The Group faces risks related to possible changes to national and international laws and regulations, as well as accounting principles

• The Group is subject to legislation related to the “administrative responsibility of legal persons” which could subject the Group to liability and sanction for offenses (including corruption, fraud against the state, corporate offenses and market abuse) committed on behalf of the Group

• The loss of certain members of the Group senior management team could negatively affect the Group’s financial performance

• The Group is exposed to risks associated with insurance

• The Group could be contractually liable to its customers for acts or omissions by other participants in the Group’s consortia or joint ventures and for the actions of the Group’s subcontractors or suppliers

• The Group is exposed to risks associated with transfer pricing

• The Group has international operations, and as a result face complex tax issues and could be obligated to pay additional taxes in various jurisdictions

• The Group’s activities in engineering, procurement and construction expose it to potential liability and potential contract disputes

• Failure to meet contractual performances could harm the Group results of operations

• Employment relationships, disputes and increasing labor costs could have a

material adverse effect on the Group profitability

• Damage to the Group’s reputation could have a material adverse effect on the Group’s results of operations.

• The Group relies on a limited number of high-value contracts and a limited number of customers

• To secure new contracts on which the Group future business performance depends, it must dedicate time and financial resources to complex competitive bidding procedures with uncertain outcomes

• Estimated cost and expenses connected to projects could increase

• The Group is exposed to counterparty risks and may incur losses because delays or suspensions of payments from the Group’s customers may prevent the Group from adequately financing its working capital requirements

• The Group and/or the Issuer may be unable to acquire or maintain the performance bonds and/or guarantees necessary to complete their on-going projects or to obtain new contracts

• The Group failure to successfully maintain health, safety and environmental policies and procedures may have a material adverse effect on the Group’s reputation and otherwise on its business, results of operations and financial condition

• Violations of anticorruption laws may result in a loss of reputation and business

• Project companies and joint ventures of the Group face various restrictions in their ability to distribute cash to the Group

• Public opposition related to certain projects and other circumstances of force majeure could prevent the Group from completing such projects

• There is a risk that the Group may infringe intellectual property rights of third parties

• The Group may be unable to appropriately protect its intellectual property

Risk factor related to the sector in which the Group operates

• Industry and macroeconomic conditions may have a substantial material adverse effect on the business of the Group

• The Group operations in foreign countries may expose the Group and/or its clients or counterparties to country risks

• The volatility of the price for oil and gas as well as refined products, petrochemicals and fertilizers deriving from the oil and gas transformation can

affect the trend of investments in the markets in which the Group operates

• Competition in the Group’s industries could result in reduced profitability and loss of customers

• Increased information technology security threats, more sophisticated computer crime, and changes in privacy laws could disrupt the Group’s business

• The Group is exposed to the risk of intellectual property-related crime and industrial espionage

• The Group’s use of percentage-of-completion method of accounting could result, in case of incorrect estimates, in a reduction in the Groups results of operations

D.3

Key information on the key risks specific to the securities

An investment in the Notes involves certain risks associated with the respective characteristics of the Notes which could lead to substantial losses that Noteholders would have to bear in the case of selling their Notes or with regard to receiving interest payments and repayment of principal. Those risks include that:

• Exchange rate risks by investing in the Notes

• Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, Investors will have to rely on their procedures for transfer, payment and communication with the Issuer

• There is no active trading market for the Notes and one may not develop

• Payments in respect of the Notes may in certain circumstances be made subject to withholding or deduction of tax

• The Notes will be structurally subordinated to the liabilities of the subsidiaries of the Group

• The Notes are fixed-rate securities and are vulnerable to fluctuations in market interest rates

• The Notes may not be a suitable investment for all Investors

• The Notes are unsecured

• Insolvency laws applicable to the Company may not be as favourable to the Noteholders as bankruptcy laws in other jurisdictions

• Transfers of the Notes may be restricted, which may adversely affect the secondary market liquidity and/or trading prices of the Notes

• The Notes are not rated

• The Notes may be redeemed prior to maturity

• The Notes are subject to optional redemption by the Company

• The conditions of the Notes could be amended by the Noteholders’ meeting

• The Notes may be delisted in the future

• The Offering Period may be extended or amended, and the Offering may be terminated or withdrawn

• The market value of the Notes could decrease if the creditworthiness of the Issuer worsens or is perceived to worsen

• The Notes are subject to inflation risks

• The Notes are subject to transaction costs and charges

• The trading market for debt securities may be volatile and may be adversely affected by many events

• The return of the investment on the Notes may negatively be affected by laws and regulations that reduce the incentives provided by the “Aiuto alla Crescita Economica” (ACE) benefit to certain italian resident noteholders (or Italian Permanent Establishments of Non-resident Noteholders)

• Changes in tax laws or regulations or in positions by the relevant Italian authority regarding the application, administration or interpretation of tax laws or regulations, particularly if applied retrospectively, could have negative effects on the Issuer’s current business model and material adverse effect on its operating results, business and financial condition

• Change of law or administrative practice

Section E - Offer

Element

Description of Element

Disclosure requirement

E.2b

Reasons for the offer and use of proceeds

In particular, the net proceeds for an aggregate maximum amount of EUR 250,000,000, will be used in order to refinance part of the term facility of EUR 340,000,000 under the aforementioned facilities agreement.

E.3

Terms and

conditions of the offer

Offering of the Notes: The Offering is addressed to the general public in Luxembourg and Italy and to qualified Investors (as defined in Article 2.1(e) of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended) (the “Prospectus Directive”)) in Luxembourg and Italy (the “Investors”), following the approval of the Prospectus by the CSSF according to Article 7 of the Luxembourg law relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended (the “Luxembourg Prospectus Law”), and the effectiveness of the notification of the Prospectus by the CSSF to the competent authority in Italy, the Commissione Nazionale per le Società e la Borsa (“CONSOB”) according to Article 18 of the Prospectus Directive and Article 19 of the Luxembourg Prospectus Law.

Offering Period: The Offering will open on 18 April 2018 at 09:00 (CET) and will expire on 24 April 2018 at 17:30 (CET), subject to amendment, extension or early termination by the Issuer and the Joint Bookrunners.

The Investors will be required to remit payment in exchange for the issuance of the Notes for which they have placed Purchase Offers on the Issue Date, which will be on or about 3 May 2018. In the case of an early closure or extension of the Offering Period the Issue Date will be the sixth business day following the closure of the Offering Period.

The Offering Period is an approximate period and has been determined by the Issuer. The Issuer expressly reserves the right to postpone or extend the Offering Period or modify the Launch Date and/or the Offering Period End Date in agreement with the Joint Bookrunners by giving due notice to the CSSF, Borsa Italiana, the Trustee through the publication of a supplement to the Prospectus (a “Supplement”) (as such postponement or extension will be a significant new factor, as defined in Article 13 of the Luxembourg Prospectus Law) and, by way of a notice published on the Issuer’s Website, the Luxembourg Stock Exchange Website and released through 1info, to the general public. Any notice of postponement or modification of the Offering Period will be given no later than the business day prior to the Launch Date. Any notice of an extension of the Offering Period will be published before the last day of the Offering Period.

Pricing Details: The Notes will be issued at a price of 100 per cent. of their principal amount.

Disclosure of the Results of the Offering: The interest rate (which shall not be less than the Minimum Interest Rate) will be determined on the basis of the tenor of the Notes, the yield and the demand by Investors in the course of the determination of the conditions

(the bookbuilding procedure) prior to the start of the Offering Period. In the course of the bookbuilding procedure, the Joint Bookrunners will accept within a limited period of time indications of interest in subscribing for the Notes from Investors, including credit spreads usually within a predetermined spread range. Subsequently, the Joint Bookrunners will determine, in consultation with the Issuer, the interest rate (coupon) and the final yield. The interest rate of the Notes (which shall not be less than the Minimum Interest Rate) and the yield will be set out in the Interest Rate and Yield Notice, which will be filed with the CSSF, and published on the Issuer’s Website (xxx.xxxxxxxxxxxxxx.xxx), the Luxembourg Stock Exchange Website (xxx.xxxxxx.xx) and released through 1info prior to the start of the Offering Period. The aggregate principal amount of the Notes, the number of Notes sold and the proceeds of the Offering will be set out in the Offering Results Notice which will be filed with the CSSF, and published on the Issuer’s website (xxx.xxxxxxxxxxxxxx.xxx), the Luxembourg Stock Exchange website (xxx.xxxxxx.xx) and released through 1info no later than the third business day after the end of the Offering Period.

Conditions of the Offering: Except for the minimum offer amount of €150,000,000 aggregate principal amount of the Notes, the Offering is not subject to any conditions. Subscription rights for the Notes will not be issued. Therefore, there are no procedures in place for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.

Technical Details of the Offering on the MOT: The Offering will occur through Purchase Offers made by Investors on the MOT through intermediaries and coordinated by the Placement Agent, who has been appointed by the Issuer to offer and display the Notes for sale on the MOT according to the trading rules of Borsa Italiana. Purchase Offers may only be made with the MOT through an Intermediary. Purchase Offers must be made during the operating hours of the MOT for a minimum quantity of aggregate par value of

€ 1,000 of the Notes, and may be made for any multiple thereof.

During the Offering Period, intermediaries may make irrevocable Purchase Offers directly or through any agent authorised to operate on the MOT, either on their own behalf or on behalf of third parties, in compliance with the operational rules of the MOT.

The Notes shall be assigned, up to their maximum availability, based on the chronological order in which Purchase Offers are made on the MOT. The acceptance of a purchase Offer on the MOT does not alone constitute the completion of a contract with respect to the Notes requested thereby. The perfection and effectiveness of contracts with respect to the Notes are subject to confirmation of the correct execution of the purchase Offer and issuance of the Notes. Each Intermediary through whom a purchase Offer is made will notify Investors of the number of Notes they have been assigned within the Issue Date.

After the end of the Offering Period, Borsa Italiana, in conjunction with the Issuer, shall set and give notice of the Trading Start Date. The Trading Start Date shall correspond to the Issue Date.

Investors wishing to make Purchase Offers who do not have a relationship with any Intermediary may be requested to open an account or make a temporary deposit for an amount equivalent to that of the purchase Offer. In case of partial sale of the Notes or a cancellation or withdrawal of the Offering, all amounts paid as temporary deposits, or any difference between the amount deposited with the

Intermediary and the aggregate value of the Notes actually sold to the Investor, will be repaid to the Investor who initiated the Purchase Offer by the Issue Date.

Except as otherwise set forth herein, Purchase Offers, once placed, may not be revoked. Any Purchase Offer received outside the Offering Period, or within the Offering Period but outside the operating hours of the MOT, will not be accepted. Investors may place multiple purchase Offers. Purchase Offers placed by Italian Investors through telecommunication means are not subject to the existing withdrawal provisions applicable to distance marketing of consumer financial services, services in accordance with articles 67-bis and 67-duodecies of legislative Decree no. 206 of 6 September 2005 as regards the public offer in Italy.

Revocation of purchase Offers: If the Issuer publishes any Supplement, any Investor who has placed a purchase Offer prior to the issuance of the Supplement shall be entitled to revoke such purchase Offer by no later than the second business day following the publishing of the Supplement. Revocation of a Purchase Offer may be accomplished by delivering written notice to the Intermediary through whom the Investor made the purchase Offer, who shall in turn notify the Joint Bookrunners of such revocation.

Terms and Conditions of the Payment and Delivery of the Notes: Investors will pay the Issue Price to the intermediaries through whom they have placed Purchase Offers on the Issue Date.

In case of early closure of the Offering or extension of the Offering Period, a press release will be made to announce the action and inform Investors and potential Investors of the revised Issue Date. For more information about the circumstances in which the Offering Period may be closed early or extended.

Ownership of interests in the Notes will be limited to persons that have accounts with Euroclear and/or Clearstream, Luxembourg or persons that hold interests in the Notes through participants in Euroclear and/or Clearstream, Luxembourg, including Monte Titoli. Euroclear and Clearstream, Luxembourg will hold interests in the Notes on behalf

of their participants through customers’ securities accounts in their respective names on

the books of their respective depositories. Payments and transfers of the Notes will be settled through Euroclear and Clearstream, Luxembourg.

Neither the Issuer, the Trustee, The Bank of New York Mellon SA/NV (the “Paying Agents”) nor any of their respective agents will have any responsibility, or be liable, for any aspect of the records relating to the ownership of interests in the Notes.

E.4

A description of any interest that is material to the

issue/offer including conflicting interest

The Joint Bookrunners and their respective affiliates are financial institution engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.

The Joint Bookrunners and their affiliates have, from time to time, performed, and may currently and/or in the future perform, various financial services, such as financial advisory, investment and corporate banking, commercial lending and banking, consulting and other commercial services in the ordinary course of business for the Issuer and its affiliates, and may have from time to time in the past held, and may in the future hold, positions in the Issuer and its affiliates’ securities or enter into hedging or general derivative transactions with the Issuer and its affiliates in the ordinary course of business, for which they received or will receive customary fees and commissions and reimbursement of expenses.

In the ordinary course of their various business activities, the Joint Bookrunners and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve the Issuer and its affiliates’ securities and/or instruments (directly, as collateral securing other obligations or otherwise). The Joint Bookrunners and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and at any time may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Moreover, (i) Banco BPM (holding of the group to which Banca Akros S.p.A. is part) is lender under the Facilities Agreement and a portion of the proceeds of the Offering will be used to repay existing indebtedness of the Issuer, and, as a result, Banco BPM will receive a certain portion of the proceeds from the Offering in its capacity as lender under the Facilities Agreement and (ii) Equita SIM S.P.A. and Banca Akros S.p.A. Gruppo Banco BPM, in their capacity as Joint Bookrunners, will receive certain commissions in relation to the Offering.

If any of the Joint Bookrunners and their respective affiliates have a lending relationship

		with the Issuer and its affiliates, certain of the Joint Bookrunners and their affiliates may routinely hedge their credit exposure to the Issuer and its affiliates in a manner consistent with their customary risk management policies. Typically, Equita SIM S.p.A., Banca Akros S.p.A. Gruppo Banco BPM and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Issuer and its affiliates’ securities, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereby.
E.7	Estimated expenses charged to the Investor by the Issuer or the offeror	Not applicable. The Issuer will not charge any costs, expenses or taxes directly to any Investor. Investors must, however, inform themselves about any costs, expenses or taxes in connection with the Notes which are generally applicable in their respective country of residence related to the opening of a bank account or a temporary deposit account with an
		Intermediary, if necessary, and/or any costs related to the execution, acceptance and
		transmission of Purchase Offers imposed by such intermediaries.

RISK FACTORS

Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective Investors should carefully consider risk factors associated with any investment in the Notes, the business of the Issuer and the Group and the industry in which it and the Group operate, together with all other information contained in this Prospectus, including, in particular, the risk factors described below. Each of the risks discussed below could have a material adverse effect on the Group’s business, financial condition, results of operations or prospects which, in turn, could have a material adverse effect on the principal amount and interest which Investors will receive in respect of the Notes. In addition, each of the risks discussed below could adversely affect the trading or the trading price of the Notes or the rights of Investors under the Notes and, as a result, Investors could lose some or all of their investment. Words and expressions defined in the “Terms and Conditions of the Notes” below or elsewhere in this Prospectus have the same meanings in this section.

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to them and which they may not currently be able to anticipate.

FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE NOTES

The following are risk factors relating to the Issuer and the Group that may affect the Issuer’s and the Group’s ability to fulfil their obligations under the Notes.

RISK FACTORS RELATING TO THE ISSUER

The Issuer is the holding company of the Group and has no material assets or sources of sales except for receivables against certain Group companies resulting from intercompany loans and relies on distributions from such subsidiaries to service and repay the Notes

The Issuer is an holding company with limited assets which concentrates on financing activities for the Group. The Issuer intends to service and repay the Notes out of the payments it receives under certain intercompany loans. Other than the receivables under these intercompany loans and any other proceeds that may be made in connection with potential other financing transactions by the Issuer, the Issuer has no material assets (other than shareholdings in other companies) or sources of sales. The Issuer's ability to service and repay the Notes therefore depends on the ability of members of the Group to service in full any intercompany loans extended to them by the Issuer. In the event that any members of the Group were to fail to make payments under intercompany loans extended to them by the Issuer, the Issuer may not be able to meet its obligations under the Notes when due. In meeting its payment obligations under the Notes, the Issuer is therefore wholly dependent on the profitability and cash flow of the other Group companies.

If the Group fails to meet the financial covenants and other obligations set forth in its loan agreements, its business, financial condition and results of operations could be adversely affected

In the course of its operations, the Group has entered into certain loan agreements, which are expected to be repaid with the proceed of the Offering. For more information on these agreements, see “Description of Certain Financing Arrangements.”

The Group loan agreements require that the Group meet specific financial covenants. In the event that the Group is unable to meet the financial covenants and other obligations under the Group’s loan agreements, this could result in the acceleration of the Group’s loans, which could have a material adverse effect on the financial condition of the Group.

Mandatory repayment in case of change of control provided in certain financing arrangements

The Issuer is part of certain facilities agreements which provide for repayment obligations in the event of change of control. In particular, on 21/24 April 2017 Tecnimont, in its capacity as borrower, executed with Banca IMI S.p.A., in its capacity as agent, and Intesa Sanpaolo S.p.A.,UniCredit S.p.A. and Banco BPM S.p.A., in their capacity as lenders - to which, also following a syndication process, Banca Monte dei Paschi di Siena S.p.A., Bank of China Ltd., Industrial and Commercial Bank of China, Abc International Bank Plc, Banca del Mezzogiorno - MedioCredito Centrale S.p.A. and BPER Banca S.p.A. have been added -, a facilities agreement which provides for mandatory repayment obligations in the event that: (i) the Majority Shareholder ceasing to own (directly or indirectly through fully owned subsidiaries or subsidiaries controlled pursuant article 2359, paragraph 1, No. 1 of the Italian Civil Code) a participation representing more than 35% of the voting rights in the shareholders’ meeting of the Company; or (ii) (A) a person other than the Majority Shareholder owning (directly or indirectly through fully owned subsidiaries or by means of corporate agreements (xxxxx xxxxxxxxxxx) with any person other than GLV Capital S.p.A.) a participation representing more than 35% of the voting rights in the shareholders’ meeting of the Company and, at the same time, (B) the Majority Shareholder not owing participation representing a percentage of the voting rights in the shareholders’ meeting of the Company greater than the percentage under (A); or (iii) the Majority Shareholder ceasing to own a percentage of voting rights in the shareholders’ meeting of the Company granting it the power to appoint or remove the majority of the directors or equivalent officers of the Company; or, in relation to Tecnimont, the Company ceasing to own (directly or indirectly through fully owned subsidiaries or subsidiaries controlled pursuant article 2359, paragraph 1, No. 1 of the Italian Civil Code) a participation representing more than 50% of the voting rights in the shareholders’ meeting of Xxxxxxxxx).

Most of the other financing arrangements contain similar provisions. Should the Majority Shareholder cease to control, directly or indirectly, the Company, mandatory repayment obligations could be activated, which could have a material adverse effect on the financial condition of the Group.

RISK FACTORS RELATING TO THE GROUP

The Group’s orders and order backlog are not necessarily indicative of future revenues

As of 31 December 2017, the Group’s backlog amounted to approximately EUR 7,229.4 million. There is no certainty that the Group’s backlog will generate expected revenues or cash flows or generate them at the time expected. In addition, unforeseen events or circumstances, including cancellation, interruption or scaling down of projects, projects disposal, change of orders, increased time required to complete projects, delays in commencing work, disruption of work,

irrecoverable cost overruns or other unforeseen events may affect projects comprising the backlog and may have a material adverse effect on the Group’s business, financial condition and results of operations.

In addition, the Group’s backlog is not necessarily indicative of future revenues or results of operations. In the Group’s backlog, it assumes that each party will satisfy all of its respective obligations under the contract that payments to the Group under the contract will be made on a timely basis consistent with historical experience. The Group’s customers may have the right, upon payment of certain penalties or reimbursement of certain costs and damages or other consequences, to cancel, reduce or defer firm orders that the Group has in its backlog. The Group’s revenues or its results of operation may be adversely affected. Because backlog is subject to fluctuation, it is not necessarily indicative of the Group’s expected revenues, cash flows or results of operations.

The Group operates on a global basis, which exposes it to numerous risks and the complexity of running a business with a wide geographical reach and international operations could be subject to foreign economic, social and political uncertainties. Unexpected and adverse changes in the foreign countries in which the Group operate could result in project disruptions, increased costs and potential losses.

The Group operates in approximately 40 countries and is therefore exposed to various risks including potential restrictions in international trade, market instability, political instability, corruption, restrictions on foreign investments, inadequate infrastructure, fluctuations in exchange rates, currency restrictions and controls, regulatory changes and differences, enforcement mechanisms and the cost of compliance, lack of a developed legal system, longer payment terms for debtors on the Group’s account receivables and difficulties collecting on the Group’s account receivables, natural events such as earthquakes or violent meteorological phenomena, embargoes, labor unrest, seizure of property by nationalization or expropriation without fair compensation, recessionary trends, inflation, and other extraordinary events and disasters such as war, acts of terrorism, significant disruptions to the supply of raw materials, semi-finished goods or energy, fire, sabotage, explosions and kidnapping.

The Group is also subject to the risks inherent to the complexities of conducting business in distant areas compared to traditional sources of supply for labor and materials or which are impoverished and politically unstable.

The adverse changes and circumstances in the markets in which the Group operates can be difficult to predict and could have negative impacts on the Group’s business, financial condition and results of operations.

The Group’s business, financial condition and results of operations could suffer as a result of current or future litigation

The Group is subject to numerous risks relating to legal, governmental and regulatory proceedings to which the Group is currently a party or to which it may become a party in the future. The Group routinely becomes subject to legal, governmental and regulatory investigations and proceedings involving, among other things, requests for arbitration, allegations of improper allegation of defective design, defect in construction, lack of performances, injuries and damages to persons and properties, delay in completing the activity, quality problems, non-compliance with tax regulations and/or alleged or suspected violations of applicable laws, including environmental laws. There can be no assurance that the results of these or any other proceedings will not materially harm the Group’s business, reputation or brand. Moreover, even if the Group ultimately prevails on the merits in any such proceedings, it may have to incur substantial legal fees and other costs defending against the underlying allegations. Each of these matters may have a material adverse effect on the Group’s business, financial condition and results of operations. Furthermore, although the Group records a provision

for risks arising from legal disputes and proceedings according to applicable accounting principles and in general applicable laws and regulation, such provisions may not be sufficient to cover its ultimate losses or expenditures.

The Group’s growth strategy has provided and may in the future provide for acquisitions or investments, which may result in integration and consolidation risks

The Group has completed or established a number of significant acquisitions in the past and may continue to pursue selected acquisitions in the future. From time to time the Company evaluates acquisition and divestment opportunities. To the extent that the Group is successful in making acquisitions, it may need to expend substantial amounts of cash, incur additional debt or assume loss-making divisions. Future acquisitions may also involve a number of other risks, including unexpected losses of key employees of the acquired or established operations; extraordinary or unexpected legal, regulatory, contractual and other costs; difficulties in integrating the financial, technological and management standards, processes, procedures and controls of the acquired or established businesses with those of the Group’s existing operations; challenges in managing the increased scope, geographic diversity and complexity of its operations; mitigating contingent and/or assumed liabilities; the possible loss of customers and/or suppliers; and control issues in relation to acquisitions through joint ventures and other arrangements where it does not exercise sole control.

The Group may not realise the anticipated cost savings, synergies, future earnings or other benefits that it intends to achieve from acquisitions. There is no guarantee that any future acquisition will yield benefits that are sufficient to justify the expenses incurred or to be incurred by the Group in completing such acquisitions. Furthermore, any future acquisition may not be as successful as the acquisitions that have been completed in the past. The Group could also take on additional risks as a result of acquisitions, including the risk of potential guarantee or liability claims resulting from the disposal of former business units.

The realisation of any of these risks, alone or in combination, could have a material adverse effect on the Group’s business, financial condition and results of operations, which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

The Company may not be able to execute effectively the strategies for its current and future acquired businesses. Planned growth through the expansion of its existing businesses could expose the Company to additional and unforeseen costs, including regulatory and other costs associated with operation in industries in which it previously has not operated, and may strain financial and management resources. In addition, the loss of key members of the Company’s and its businesses’ management teams, or the inability to attract the requisite personnel, could have an adverse effect on growth and performance.

The Group is exposed to currency risks, interest rate risks and commodity risk

The Group is exposed to fluctuations in exchange rates, especially between the USD and the euro, because a high percentage of its business volume is conducted outside the eurozone and as exports from Europe. An increase in Euro- denominated prices of certain of its activities may affect the Group’s competitiveness. In addition, the Group is exposed to currency effects involving the currencies of emerging markets where the Group operates. Certain currency risks, interest rate risk as well as commodity risks are hedged on a Group-wide basis according to the Group’s Hedging Strategy that foresees the hedging of the largest part of the Group’s currency exposure through the usage of derivative financial instruments. However, there is no assurance that the Group will be able to maintain its hedging strategy in the

future. In this case currency and interest rate fluctuations may have a material adverse effect on its business, financial condition and results of operations.

The Group faces risks related to possible changes to national and international laws and regulations, as well as accounting principles

The Group operates in numerous jurisdictions and is therefore subject to different laws, regulations and standards applicable to its business and must monitor regulatory developments in various countries in order to ensure that it complies with all applicable laws, regulations and standards. Furthermore the Group prepares consolidated and separate financial statements in accordance with IFRS.

Any changes to such laws, regulations and standards, as well as accounting principles, may require the Group to adapt its strategies accordingly. This could have a material adverse effect on the Group’s business, financial condition and results of operations, which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

The Group is subject to legislation related to the “administrative responsibility of legal persons” which could subject the Group to liability and sanction for offenses (including corruption, fraud against the state, corporate offenses and market abuse) committed on behalf of the Group

The Group’s operations are subject to a number of laws and regulations that apply to its operations around the world, including national anti-corruption and antitrust or competition laws that apply to conduct in a particular jurisdiction. These anti-corruption laws prohibit improper payments in cash or anything of value to improperly influence government officials or other persons to obtain or retain business or gain a business advantage. These laws tend to apply whether or not those practices are legal or culturally acceptable in a particular jurisdiction. Over the past several years there has been a substantial increase in the enforcement of anti-corruption and antitrust or competition laws both globally and in particular jurisdictions.

In particular, Italian Legislative Decree No. 231 of 8 June 2001 introduced “laws regarding the administrative responsibility of legal persons, companies and associations without legal personality” (“Legislative Decree No. 231/2001”) which brought Italian law in line with certain international conventions to which Italy is a party.

Under Italian Legislative Decree No. 231/2001, the Issuer and the other Italian companies of the Group may be held responsible for offenses committed or attempted in Italy (including corruption, fraud against the state, corporate offenses and market abuse) in their interest or for their benefit, by individuals having a functional relationship with the Italian companies. In such circumstances, the Italian companies could be subject to administrative sanctions or, in more material cases, legal sanctions which could include the mandatory termination of business, suspension or cancellation of licenses and permits, prohibition on contracting with public authorities, ineligibility for special schemes, financing or subsidies, or a ban on the marketing of goods or services. In addition, under certain circumstances, Legislative Decree No. 231/2001 also applies when the above offences are committed outside of Italy.

If an offense under Legislative Decree No. 231/2001 is committed by an individual within one of the Italian companies, the company may be able to avoid sanctions if it can demonstrate that, among other things, the offending individual’s company has adopted and effectively implemented, prior to the offense, suitable organizational and operational controls to prevent the type of offense which occurred. The Issuer and its main operating Italian companies have adopted such organizational and operational controls, also called Organization, Management and Control Model pursuant to Italian

Legislative Decree 231/2001 (“231 Model”). If individuals having an operational role with any of the Group’s Italian companies commit a punishable offense under Legislative Decree No. 231/2001, the company for which such individual is employed would not be able to avoid sanctions by showing that suitable organizational and operational controls had been adopted. In addition, the adoption of organizational and operational controls by an Italian company does not in itself preclude the application of sanctions under Legislative Decree No. 231/2001. In fact, if an offense is committed, the court will examine the controls implemented by the relevant company and, where the controls are considered to be inadequate, implemented ineffectively or insufficiently monitored, the Italian company may be subject to sanctions.

If one of the Group’s Italian companies should be found liable under Legislative Decree No. 231/2001 and sanctions imposed, this may have a material adverse effect on the Group’s business, financial condition and results of operations which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

The loss of certain members of the Group senior management team could negatively affect the Group’s financial performance

Since its establishment, the Group has strengthened its management team by recruiting high-level executives that bring proven experience in all areas of the Group’s operating businesses, administration and development, including local managers with significant experience in the markets in which the Group operates, and highly skilled employees.

The future success of the Group will significantly depend on the full involvement of these key executives, and on its ability to retain and motivate key employees and attract new employees of value to the Group. If the Company and the Group were unable to retain such senior managers and key employees (e.g. as a result of significantly rising salary levels as a consequence of growth in the sectors in which the Group operates), the Group might encounter difficulty in appointing their replacement, resulting in a reduction of its business and adversely affecting the Group’s financial position and results of operations, and its ability to achieve its objectives.

The Group is exposed to risks associated with insurance

The Group's business is exposed to the risks inherent to its business, which includes in relation to the construction of plants, among the others, break down, force majeure events and natural disasters. The Group has implemented a policy of obtaining insurance cover for the principal risks of its business. However, the Group cannot guarantee that its insurance policies are or will be sufficient to cover all losses or the consequences of an action brought by a third party. If the Group were to incur a serious uninsured loss or a loss significantly exceeding the limits of its insurance policies, the resulting costs could have a material adverse effect on its business, financial position or results of operations.

The Group could be contractually liable to its customers for acts or omissions by other participants in the Group’s consortia or joint ventures and for the actions of the Group’s subcontractors or suppliers

Some of the Group’s customers require the issuance of guarantees by the parent company of the Group entity being awarded the relevant contract. These guarantees can be generally enforced in the event of a contractual breach by the company being awarded the contract.

This practice also applies when the Group entity carries out projects in association with third-party partners through the formation, for example, of consortia in Italy or joint ventures abroad (such third-party partners revenues represent approx. 3% of the Group’s consolidated revenues for the year ended 2017). In principle, the main joint ventures of the Group involved major Engineering, Procurement and Construction contractors in order to take advantage of their presence,

technological references and competitiveness in specific areas. Among these, the main joint venture agreement has been signed with China HuanQiu Contracting & Engineering Corporation (HQC), affiliated with China National Petroleum Corporation (CNPC) which is a leading engineering company in the Oil & Gas industry in China and a reputable Engineering, Procurement and Construction contractor in the region.

In these cases, each entity within the joint venture is typically jointly and severally liable to the customer for the planning and completion of the entire project. Therefore, in the event of a contractual breach by such third-party partner, the Group’s guarantees may be enforced by the customer and this could have a material adverse effect on the Group’s business, financial condition and results of operations.

Should any such third-party partner cause damage to the customer, the Group may be called upon in place of the offending party to compensate the customer in full for the damage suffered. Although the Group generally has crossing indemnity rights against third-party partner causing the damage to the customer, the ineffectiveness or protraction of any action the Group take against such third-party partner for damages, or the bankruptcy or submission to other insolvency proceedings of such third-party partner, could have a material adverse effect on the Group’s business, financial condition and results of operations.

In addition, the Group rely on third-party subcontractors and suppliers in many aspects of its business, including production, supply and assembly of installations and supply of raw materials, semi-finished goods, subsystems, components and services. The Group rely on subcontractors and suppliers to fulfil its obligations to the Group’s customers.

When subcontractors or suppliers fail to fulfil their obligations by providing products and/or services which do not meet the requisite quality standards or are defective or do not comply with agreed delivery schedules, this could result in the breaching of the Group’s obligations to the Group’s customers. In such circumstances, the Group may be subject to compensation claims from the relevant customer. The Group may be unable to fully transfer the relevant liability and/or recover such damages, which may have a material adverse effect on its business, financial condition and results of operations.

Furthermore, most of the applicable laws provide that, under specific circumstances, contractor and subcontractors are typically jointly and severally liable for the payment of withholding tax on employment income and social security contributions. Accordingly, if the Group fails to provide or maintain certain documentation required by the Italian tax authorities or one or more of the Group’s subcontractors fails to fulfil its obligations for the payment of withholding tax on income from employment, the Group could be subject to such payment and this may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group is exposed to risks associated with transfer pricing

Within the Group, there are recurring exchanges of goods and services between the Group’s companies which are tax residents in different countries, as well as between companies that are tax residents in one country with their branches located in other countries.

Although the Group has adopted control procedures for transfer pricing, the Group cannot exclude the risk of possible divergent opinions between the tax authorities of individual states where the Group’s companies (or branches) are resident. If such authorities were to recalculate the taxable income of these companies (or branches) based on diverging opinions of the value of goods or services transferred cross-border, and if such recalculation resulted in additional taxes

being assessed, this may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group has international operations, and as a result face complex tax issues and could be obligated to pay additional taxes in various jurisdictions

The Group operates its business internationally and as a result it is subject to different tax regimes and the application of different rules related to taxation. Applicable taxes, including VAT and social security taxes for which the Group makes provisions, could increase significantly as a result of changes in applicable tax laws in the countries in which the Group operates and the interpretation of these rules by local tax authorities or as a result of tax audits performed by local tax authorities. The impact of these factors is dependent on the types of revenues and mix of profit the Group generates in such countries.

The Group’s activities in engineering, procurement and construction expose it to potential liability and potential contract disputes

The Group engages in licensing and engineering, procurement and construction activities for third parties, in which respectively license, design, construction or systems failures can result in substantial injury or damage to third parties. The Group may in the future be named as defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to the Group’s activities and therefore among the others in relation to injuries and damages for effective and non performing engineering and construction and licensing or other matters.

In some instances, the Group may guarantee to a customer that it will complete a project by a scheduled date, or that the project, when completed, will achieve certain performance standards. If the Group subsequently fails to complete the project on time, or if the project subsequently fails to meet guaranteed performance standards, it may be liable to the client for any delay or for the costs of any additional work to bring the project to the required performance standards, usually in the form of contractually agreed-upon liquidated damages.

In addition, the Group has to assume the risk of potential changing law vis à vis its clients in most of the agreements entered in respects to its characteristic activities. To the extent that these events occur, the total costs of the project would exceed the Group’s original estimates and it could experience reduced profits, or, in some cases, a loss from that project.

Failure to meet contractual performances could harm the Group results of operations

The Group’s industry is highly schedule-driven, and failure to meet contractual deadlines and in some projects contractual performances may adversely affect the Group financial success. A substantial number of the Group’s contracts are subject to specific completion schedule requirements and/or quantity and quality benchmarks. Failure to meet such contractual deadlines and contractual performances could expose the Group to additional costs and result in contractual penalties that may reduce its profit margins and, in extreme cases, result in the termination of the contract. For larger projects, the risks associated with agreed milestones for the performance and completion of services are inherently greater. Furthermore, any delays or underperformance in the Group projects may lead to conflicting demands on resources allocated to be used in other projects. Failure to meet contractual deadlines or contractual performances may have a materially adverse effect on the Group business, financial condition and results of operations.

Employment relationships, disputes and increasing labor costs could have a material adverse effect on the Group profitability

Should significant industrial action or disruptive works council activity be taken by the Group’s employees in any of the Group businesses, the latter could experience a disruption of operations and increased costs which may have a material adverse effect on its business, financial condition and results of operations.

In addition, the Group’s employees are subject to local labor market standards with respect to wages. A shortage in the workforce or other general inflationary pressures or changes or any increase in wages in any of the jurisdictions in which the Group operates could increase the Group labor costs and, as a result, may have a material adverse effect on the Group’s business, financial condition and results of operations.

Furthermore, in many countries where the Group operates, its employees are protected by laws and/or collective labour agreements that guarantee them, through local and national representatives, the right of consultation on specific matters, including downsizing or closure of production facilities, activities and reductions in personnel. Laws and/or collective labour agreements applicable to the Group could impair the Group’s flexibility in reshaping and/or strategically repositioning its business activities. Therefore, the Group’s ability to reduce personnel or implement other permanent or temporary redundancy measures is subject to government approvals and/or the agreement of labour unions where such laws and agreements are applicable. Furthermore, the Group is at greater risk of work interruptions or stoppages than non-unionised companies and any work interruption or stoppage could significantly impact the volume of its activities. If any of the risks mentioned above should materialise, this could have a material adverse effect on the Group’s business, financial condition and results of operations, which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

Damage to the Group’s reputation could have a material adverse effect on the Group’s results of operations

The Group success depends partially on its ability to maintain its corporate reputation, in particular with its customers. Accordingly, the Group takes care in performing its contracts and completing its projects in accordance with its clients’ specifications and in a timely and cost-efficient manner. Adverse publicity or allegations of inadequate performance or quality concerns, whether justified or not, could harm the Group’s reputation and cause its customers to choose services provided by its competitors. If customers no longer select the Group and award its projects, this may have a material adverse effect on the Group’s business, financial condition and results of operations. For more information on the Group’s quality standards, see “Information about the Issuer and the Group.”

The Group relies on a limited number of high-value contracts and a limited number of customers

As of 31 December 2017, approximately 76,4% of the Group’s consolidated revenues came from 10 large contracts, and the Group’s 10 largest contracts represented approximately 80,1% of the total value of its backlog. In addition, the Group has contracts with a limited number of customers. For the year ended 31 December 2017, revenues from the Group’s top ten customers accounted for approximately 82,9% of the Group’s total consolidated revenues.

The discontinuation or termination of one or more significant contracts could have a material adverse effect on the Group’s business, financial condition and results of operations.

To secure new contracts on which the Group future business performance depends, it must dedicate time and financial resources to complex competitive bidding procedures with uncertain outcomes

Most of the Group’s projects are subject to competitive bidding. Therefore, the Group’s business largely depends on its ability to secure key projects and the competition to secure relevant contracts can be intense. To secure these contracts,

the Group must make a significant commitment of resources, in terms of both workforce and financial resources, as well as commit to bidding in a complex and competitive bidding process with lengthy award procedures. It is generally very difficult to predict whether and when the Group will be awarded such contracts due to the complexity of the bidding and selection process. This process is affected by a number of factors, such as market conditions, financing, commodity prices, environmental conditions and government policies. If after the competitive bidding process the Group does not succeed in winning a contract for a new project the Group could fail to increase or even maintain its volume of order intake, net sales and net income. In addition, preparation of bids and budgets for proposed projects can require the investment of significant management and operational resources. If the Group fails to win a particular tender, it already incurred bidding costs would not be recoverable. Any of these results may have a material adverse effect on the Group’s business, financial condition and results of operations.

Estimated cost and expenses connected to projects could increase

Nearly all of the Group’s consolidated revenues for the year ended 31 December 2017 originated from multi-year contracts where the contract price is set on the date a bid is either tendered or awarded and may not be subsequently altered. Should the Group be unable to adjust the contract price, its estimated margins for such contracts (which are typically determined on the basis of pricing and availability of materials, labor costs, subcontractor’s performance, energy and other input costs) may be reduced as a result of increased costs incurred by the Group during the life of the project, such as:

- increases in the cost of raw materials;

- costs required to assure certain quality standards;

- costs related to unforeseen work required to complete the project;

- unforeseen ground composition;

- unforeseen increase of quantities; or

- unforeseen hidden and unknown obstacles.

Where the cost estimates made at the time of bidding prove to be inaccurate or no longer accurate due to the occurrence of unforeseeable events, this may result in the computation of additional negative margins for the entire duration of the relevant contracts. Accordingly, this may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group is exposed to counterparty risks and may incur losses because delays or suspensions of payments from the Group’s customers may prevent the Group from adequately financing its working capital requirements

The Group is exposed to potential losses resulting from delays or suspensions of payments from its customers. As of 31 December 2017, accounts receivable amounted to EUR 481,3 million.

Certain of the Group’s customers, either in the private or in the public sector, may become insolvent or default under their contracts, or may delay or suspend payments. In case of default in payment obligations, the Group may be unable to collect any receivables, in which case some or all of such outstanding amounts would need to be written off and the Group would need to seek alternative sources of funding for its working capital requirements. The Group monitors and manages working capital requirements through dedicated risk covering and financial tools that include third party receivable insurance, factoring and reverse factoring, available working capital lines. However, there is no assurance that these risks covering and financial tools will be available in the future. In case of a delay in a customer’s payment

obligation, the Group may be exposed to the risk of bearing in advance the costs and amounts necessary to complete the projects. Furthermore, should a counterparty become insolvent or otherwise unable to meet its obligations in connection with a particular project, the Group would need to find a replacement to carry out that party’s obligations or, alternatively, fulfil the obligations themselves, which could increase costs and cause delays. In addition, should a financial counterparty default occur under contracts such as bank facilities, the Group would need to replace such facilities, thereby incurring additional costs. Any further significant defaults or performance delays by commercial and financial counterparties could increase costs or liabilities, which may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group and/or the Issuer may be unable to acquire or maintain the performance bonds and/or guarantees necessary to complete their on-going projects or to obtain new contracts

The Group relies on guaranteed credit lines and bank guarantees to participate in bidding, enter into contracts with clients or receive advances and payments during the execution of the project. In addition, the Group’s companies are required to issue bank and/or insurance guarantees in favour of the client. The Group’s ability to obtain such guarantees from banks and/or insurance companies depends on the assessment of the Group’s economic and financial position and, in particular, the Group’s project risk analysis, experience and the competitive positioning in a particular sector.

In the event of cancellation, expiration or non-renewal of bonds and guarantees relating to on-going projects or if the Group and/or the Issuer are unable to obtain new bonds or guarantees, the Group and/or the Issuer may be unable to meet the terms and conditions of such on-going contract, thereby losing the contract and adversely impacting the Group’s business, financial condition and results of operations. These bonds and guarantees are typically issued on a “first demand basis” and, therefore, may be paid on demand without conditions, without prejudice to the possibility of recourse in the event of willful misconduct or fraud. The Group’s and/or the Issuer’s inability to fulfil their contractual obligations, therefore, could lead to the enforcement of such bonds and guarantees, with a materially adverse effect on the Group’s business, financial condition and results of operations.

Moreover the Issuer in certain cases is also the effective and final guarantor of the above mentioned guarantees.

The Group failure to successfully maintain health, safety and environmental policies and procedures may have a material adverse effect on the Group’s reputation and otherwise on its business, results of operations and financial condition

The Group is involved in significant and complex projects that require constant monitoring and management of health, safety and environmental risks, both during the construction and the operational phases. While the Group has adopted health, safety and environmental policies and procedures in order to minimize such risks, there can be no assurance that a failure in such policies and procedures will not occur. Any failure in health and safety practices or environmental risk management procedures that results in serious harm to employees, subcontractors, the public or the environment could expose the Group to investigations, prosecutions and/or civil litigation, each of which could determine an increase in costs for fines, settlements and management time. Such a failure could also adversely affect the Group’s reputation and ability to obtain new business. If any of the foregoing circumstances were to occur, this may have a material adverse effect on the Group’s business, financial condition and results of operations.

Violations of anticorruption laws may result in a loss of reputation and business

Despite the fact that the Group has adopted and implemented the Code of Ethics and the Organization, Management and Control Model pursuant to Italian Legislative Decree 231/2001, the Group’s employees, or others who act on its behalf, could violate policies and procedures intended to promote compliance with anticorruption laws or trade sanctions. Violations of these laws by the Group’s employees or others who act on its behalf, regardless of whether the Group participated in such acts or knew about such acts at certain levels of its organization, could subject the Group and its employees to criminal or civil enforcement actions, including fines or penalties, disgorgement of profits and suspension or disqualification from sales. Additionally, violations of law or allegations of violations may result in the loss of reputation and business. Detecting, investigating and resolving such situations may also result in significant costs, including the need to engage external advisors, and consume significant time, attention and resources of the Group’s management. Such violations and investigations may have a material adverse effect on the Group’s business, financial condition, reputation and results of operations.

Project companies and joint ventures of the Group face various restrictions in their ability to distribute cash to the Group

The payment of dividends or other distributions or the making of loans, advances or other payments by project companies and joint ventures may be subject to both joint ventures and contractual, legal or regulatory restrictions including such entities’ governing documents. Business performance and local accounting and tax rules may limit the amount of retained earnings that may be distributed. Any right that the Issuer has to receive any assets of any of its project companies and joint ventures upon any liquidation, dissolution, winding-up, receivership, reorganization, bankruptcy, insolvency or other similar proceedings will be effectively subordinated to the claims of any such project company’s or joint venture’s creditors (including trade creditors and holders of debt issued by project company or joint venture).

Public opposition related to certain projects and other circumstances of force majeure could prevent the Group from completing such projects

Some projects may provoke public debate, protests or opposition to their completion. Such public opposition or protest could cause delays, suspension, postponement or cancellation of the project with negative repercussions to the Group’s business, financial condition and results of operations.

In addition, the occurrence of natural disasters and/or other circumstances of force majeure in one or more countries in which the Group operates, may also cause delays, suspensions, cancellations or prevent the Group from completing its projects. Although the Group typically accounts for these events in the contractual terms with its customers and under its insurance policies, the occurrence of natural disasters and/or other circumstances of force majeure could have a material adverse effect on its business, financial condition and results of operations.

There is a risk that the Group may infringe intellectual property rights of third parties

There is a risk that the Group may infringe intellectual property rights of third parties, since its competitors, suppliers and clients also submit a large number of inventions for industrial property protection. It is not always possible to determine with certainty whether processes, methods or applications the Group uses are subject to intellectual property rights of third parties.

Therefore, third parties could assert infringements of intellectual property rights (including illegitimate ones) against the Group. As a result, the Group could be required to cease using or licensing the relevant technologies. In addition, the

Group could be liable to pay compensation for infringements or could be forced to purchase licenses to make use of technology from third parties. The realisation of any of these risks could have a material adverse effect on the Group’s business, financial condition and results of operations, which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

The Group may be unable to appropriately protect its intellectual property

The Group seeks to protect its intellectual property rights therein through the registration of patents, trademarks and other intellectual property rights. Although the Group expends significant resources to protect its technologies and processes, there can be no assurance that these activities will be sufficient to effectively protect its intellectual property or to prevent the imitation of its technologies and processes. If such risks were to materialise, it could have a material adverse effect on the Group’s business, financial condition and results of operations, which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

RISK FACTOR RELATED TO THE SECTOR IN WHICH THE GROUP OPERATES

Industry and macroeconomic conditions may have a substantial material adverse effect on the business of the Group.

The industry and markets in which the Group operates are characterized by cyclicality and are correlated primarily to investment trends. These trends are in turn connected to general economic conditions. Investment generally increases in times of economic growth and decreases during a recession. Such trends are also influenced by overall economic growth and a large number of other economic and socio-political variables, including interest rates, oil prices, governmental economic policies, public spending and allocations for infrastructure. Unfavourable economic trends could negatively impact the Group’s business, financial condition and results of operations.

In addition, global economic growth continues, albeit at a weaker than normal pace. The outlook for the global economy over the medium term remains challenging. Economic activity remains dependent on highly accommodative macroeconomic policies and is subject to downside risks, as room for countercyclical policy measures has sharply diminished and fiscal fragilities have come to the fore. Policymakers in many advanced economics have publicly acknowledged the need to urgently adopt credible strategies to contain public debt and excessive fiscal deficits and later reduce debt and deficits to a more sustainable level. The implementation of these policies may restrict economic recovery, which may have a material adverse effect on the Group’s business, financial condition and results of operation.

The results of operations, both in Italy and abroad, in the past have been, and in the future may continue to be, materially affected by many factors of a global nature, including: political and regulatory risks and the condition of public finances; the availability and cost of capital; the liquidity of global markets; the level and volatility of equity prices; commodity prices and interest rates; currency values; the availability and cost of funding; inflation; the stability and solvency of financial institutions and other companies; investor sentiment and confidence in the financial markets; or a combination of the above factors.

The Group operations in foreign countries may expose the Group and/or its clients or counterparties to country risks

Substantial portions of the Groups’ operations are performed in countries outside the EU and North America, certain of which may be politically, socially or economically less stable. Developments in the political framework, economic crises, internal social unrest and conflicts with other countries may temporarily or permanently compromise the Group’s ability to operate cost efficiently in such countries and may require specific measures to be taken at an organizational or

management level in order to enable the continuation of activities underway in conditions that differ from those originally anticipated. If the Group’s ability to operate is temporarily compromised, demobilization is planned according to criteria designed to guarantee the protection of the Group’s assets that remain on site and to minimize the business interruption by employing solutions that accelerate and reduce the cost of business recovery once favourable conditions have returned. Such measures may be costly and have an impact on expected results. Further risks associated with activities in such countries are: (i) lack of well-established and reliable legal systems and uncertainties surrounding the enforcement of contractual rights; (ii) unfavourable developments in laws and regulations and unilateral contract changes, leading to reductions in the value of the Group’s assets, forced sales and expropriations; (iii) restrictions on construction, drilling, imports and exports; (iv) tax increases; (v) civil and social unrest leading to sabotage, attacks, violence and similar incidents.

Moreover, the Group and/or its clients or counterparties are exposed to the risk of being sanctioned by the United Nations, the United States and the European Union, which would have an impact on the Groups and/or its clients activities, and could also determine that certain Investors may be unable to purchase the Notes. In particular, the Group operates in Russia which, as known, is currently being sanctioned by the United States. Although up to now the Group’s operations have not being directly affected by the sanctions in the sanctioned countries where it operates, it is not possible to exclude that in the future such sanctions could have a material adverse effect on the Group’s business, financial condition and results of operations including raising of finance.

Such events are predictable only to a very limited extent and may occur and develop at any time, causing a materially adverse impact on the Group’s financial position and results; therefore, there is no assurance that any of these events will not occur or that such occurrence may not have a material adverse effect on the Group’s business, financial condition and results of operations.

The volatility of the price for oil and gas as well as refined products, petrochemicals and fertilizers deriving from the oil and gas transformation can affect the trend of investments in the markets in which the Group operates

Demand for the majority of the Group services is dependent on expenditure by companies operating in the downstream area of the oil and gas industry for the transformation of crude oil and natural gas into refined products, petrochemicals and fertilizers. Expenditures are tightly related to the availability of oil and gas as a feedstock and to the market prices of the transformed goods because investments below certain levels may no longer be profitable and this may in turn result in reduced spending. Lower expenditures by the oil and gas industry may result in lower demand for the Group services, which would adversely affect the Group’s financial performance and condition. Similarly, an increase or decrease in the demand for refined products, petrochemicals and fertilizers, as well as technological improvements in the transformation processes, may also affect the trend of investments in the markets in which the Group operates.

Competition in the Group’s industries could result in reduced profitability and loss of customers

Increased competition also due to the effects of recessions in the countries in which the Group operates (known for being highly cyclical), could deteriorate its market position, meaning that the Group would be unable to secure new contracts in the future or the contracts that the Group is able to secure may be less profitable, which may have a material adverse effect on the Group business, financial condition and results of operations. The Group competes on the basis of performance, innovation, quality, customer service and price. Aggressive pricing or other strategies pursued by

competitors, unanticipated manufacturing delays or the Group’s failure to price its services and activity competitively could adversely affect the Group’s business, results of operations and financial position.

In addition, in the event that the Group is unable to meet the demand of its clients, to improve its operational efficiency and reduce its operating expenses and overheads, the Group may not be able to tender for and obtain new contracts, which may in turn also have a material adverse effect on its business, financial condition and results of operations which could adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

Increased information technology security threats, more sophisticated computer crime, and changes in privacy laws could disrupt the Group’s business

The Group relies upon information technology systems and networks in connection with a variety of business activities to operate its business, and it collects and stores sensitive data. Operating these information technology systems and networks, and processing and maintaining this data, in a secure manner, are important to the Group’s business operations and strategy. Additionally, increased information technology security threats and more sophisticated computer crime pose a risk to the security of the Group’s systems and networks and the confidentiality, availability and integrity of its data. Cyber attacks could also include attacks targeting the security, integrity and/or reliability of the hardware and software installed in the Group’s operations.

While the Group actively manages information technology security risks within its control, there can be no assurance that such actions will be sufficient to mitigate all potential risks to the Group’s systems, networks and data.

A failure or breach in security could expose the Group and its clients and suppliers to risks of misuse of information or systems, the compromising of confidential information, loss of financial resources, manipulation and destruction of data and operations disruptions, which in turn could adversely affect the Group’s reputation, competitive position, businesses and results of operations. Security breaches could also result in litigation, regulatory action, unauthorised release of confidential or otherwise protected information and corruption of data, as well as higher operational and other costs of implementing further data protection measures. In addition, as security threats continue to evolve the Group may need to invest additional resources to protect the security of its systems.

Further, the regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. In May 2016, the European Union adopted the General Data Protection Regulation (“GDPR”) that will impose more stringent data protection requirements and will provide greater penalties for noncompliance beginning in May 2018. The Group may be required to incur significant costs to comply with privacy and data security laws, rules and regulations, including the GDPR. Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have a material adverse effect on the Group’s business, financial condition and results of operations, which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

The Group is exposed to the risk of intellectual property-related crime and industrial espionage

The Group in its activities faces certain crime risks. These include, among others, theft, misuse and counterfeiting of equipment (including attempts at these crimes). This is often accompanied by an infringement of trademark rights. The risk resulting from illegal trading of counterfeit equipment by criminal third parties relates to the fact, that in most cases, the quality of counterfeit equipment is inferior to that of the original equipment. Equipment originating from illegal

third-party manufacturing not only endanger users and the environment, but also jeopardise the Group’s reputation and therefore undermine its competitiveness. The sophistication and complexity of equipment-related crime has increased significantly in recent years. The material damage cannot easily be estimated, in particular, because, an exact number or cases of equipment related crimes is not available. The impact of equipment related crimes on business activities differs by case and is influenced by factors specific to regions and equipment.

Furthermore, there is a risk of loss, theft or unlawful selling of sensitive business information, other data or the tangible and intangible expertise due to an ineffective protection of confidential information, in particular as a result of any possible form of offence such as industrial espionage. The Group’s key employees and officers have access to sensitive confidential information relating to its business such as insights about strategic developments, business case planning and core technology. The Group has implemented various measures to protect such confidential data.

However, in the event that competitors, third parties or the general public gain access to such confidential information in spite of the Group’s protective measures, be it on purpose or by accident, its market position could be materially weakened. The realisation of any of these risks could have a material adverse effect on the Group’s business, financial condition and results of operations, which could, in turn, adversely affect the ability of the Issuer to fulfil its obligations under the Notes or cause the market price of the Notes to decline.

The Group’s use of percentage-of-completion method of accounting could result, in case of incorrect estimates, in a reduction in the Groups results of operations

A significant portion of the Group’s revenues are accounted for using the percentage-of-completion method of accounting, utilizing the cost-to-cost method, which results in recognizing the Group’s contract revenues and earnings pro rata over the contract term in proportion to the Group’s incurrence of contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenues, costs and profitability. The Group reviews its estimates of contract revenue, costs and profitability on an ongoing basis. Prior to contract completion, the Group may adjust its estimates on one or more occasions as a result of change orders to the original contract, collection disputes with the customer on amounts invoiced or claims against the customer for increased costs incurred by the Group due to customer-induced delays and other factors. To the extent these adjustments result in a reduction of previously reported profits with respect to a project, the Group would recognize a charge against current earnings, which could be material and result in a reduction of revenues in the relevant accounting period.

The Group’s current estimates of its contract costs and the profitability of the Group long-term projects, although reasonably reliable when made, could change as a result of the uncertainties associated with these types of contracts, and if adjustments to overall contract costs are significant, the reductions or reversals of previously recorded revenues and profits could be material in future periods. Although the Group has historically made reasonably reliable estimates of the progress towards completion of the Group’s construction contracts, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates, including reductions or reversals of previously recorded revenues and profits.

RISK FACTOR WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH THE NOTES

Risk Relating to the Offering and to the Notes

An investment in the Notes involves certain risks associated with the characteristics, specification and type of the Notes which could lead to substantial losses that Noteholders would have to bear in the case of selling their Notes or with regard to receiving interest payments and repayment of principal. Risks regarding the Offering and the Notes comprise the risks set out below.

Exchange rate risks by investing in the Notes

The Notes will be denominated and payable in Euro. If Investors measure their investment returns by reference to a currency other than Euro, an investment in the Notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the Euro relative to the currency by reference to which Investors measure the return on their investments because of economic, political and other factors over which the Group has no control. Depreciation of the Euro against the currency by reference to which Investors measure the return on their investments could cause a decrease in the effective yield of the Notes below their stated coupon rates and could result in a loss to Investors when the return on the Notes is translated into the currency by reference to which the Investors measure the return on their investments.

Despite the measures taken by countries in the Eurozone to alleviate credit risk, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro, given the diverse economic and political circumstances in individual Member States. These potential developments, or market perceptions concerning these developments and related issues, could adversely affect the value of the Notes.

Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, Investors will have to rely on their procedures for transfer, payment and communication with the Issuer

The Notes will be represented by the Global Notes except in certain limited circumstances described in the Permanent Global Note. The Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described in the Permanent Global Note, Investors will not be entitled to receive definitive Notes. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Notes. While the Notes are represented by the Global Notes, Investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg.

The Issuer will discharge its payment obligations under the Notes by making payments to or to the order of the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.

There is no active trading market for the Notes and one may not develop

Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the Official List and trading on Luxembourg Stock Exchange’s regulated market. Application has also been made to Borsa Italiana S.p.A. for the Notes to be admitted to listing and trading on the Borsa Italiana’s regulated Mercato Telematico delle Obbligazioni

(the “MOT”). The MOT and the Luxembourg Stock Exchange are regulated markets for the purposes of Directive 2014/65/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, as amended. There can be no assurances that an active trading market for the Notes will develop. Settlement of the Notes is not conditioned on obtaining this listing.

The Notes are new securities for which there is currently no existing market. The Group cannot assure Investors as to the liquidity of any market that may develop for the Notes, the ability of Noteholders to sell them or the price at which the Noteholders may be able to sell them. The liquidity of any market for the Notes will depend on the number of Noteholders, prevailing interest rates, the market for similar securities and other factors, including general economic conditions and the Group’s own financial condition, performance and prospects, as well as recommendations by securities analysts. If a market for the Notes were to develop, such a market may be subject to similar disruptions. There can be no assurance that an active trading market for the Notes will develop or, if one does develop, that it will be maintained. If an active trading market does not develop or cannot be maintained, this could have a material adverse effect on the liquidity and trading prices of the Notes.

Payments in respect of the Notes may in certain circumstances be made subject to withholding or deduction of tax

All payments of principal and interest by or on behalf of the Issuer in respect of the Notes and the Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon:

(a) presented for payment in the Republic of Italy; or

(b) presented for payment by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; or

(c) presented for payment by, or on behalf of, a holder who is entitled to avoid such withholding or deduction in respect of the Note or Coupon by making a declaration or any other statement to the relevant tax authority, including, but not limited to, a declaration of residence or non-residence or other similar claim for exemption, and fails to do so in due time; or

(d) in the event of payment to a non-Italian resident legal entity without a permanent establishment in Italy to which the Note is connected or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non- Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information with the Italian tax authorities as included in the decree of the Ministry of Economy and Finance of 4 September 1996, as subsequently amended and supplemented or, once effective, any other decree that will be issued under Article 11 paragraph 4 letter c) of Decree No. 239/1996; or

exemption from imposta sostitutiva or any alternative future system of deduction or withholding set forth in Decree No. 239/1996, have not been met or complied with, except where such procedures have not been met or complied with due to the actions or omissions of the Issuer or its agents; or

(f) any combination of the items above.

Also, any amounts to be paid on the Notes by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or otherwise imposed pursuant to Sections 1471 to 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a FATCA Withholding ). Neither the Issuer nor

any other Person will be required to pay any additional amounts in respect of FATCA Withholding.

Prospective purchasers of Notes should consult their tax advisers as to the overall tax consequences of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes, including in particular the effect of any state, regional or local tax laws of any country or territory. See “Taxation”.

The Notes will be structurally subordinated to the liabilities of the subsidiaries of the Group

The Company’s operations are conducted to a significant extent through its subsidiaries and joint ventures held through minority investments and the Company’s principal assets are the equity interests that it holds in its operating subsidiaries. Accordingly, the Company is and will continue to be dependent on the cash flows of its subsidiaries and joint ventures and their ability to distribute cash in the form of dividends, fees, interest and loans to service the Company’s payment obligations in respect of the Notes. The Company’s subsidiaries may not generate sufficient cash from operations to enable it to make payments of principal and interest on its outstanding indebtedness. In addition, any payment of dividends, distributions, loans or advances to the Issuer by subsidiaries could be subject to restrictions on dividends or, in the case of subsidiaries outside of Italy, restrictions on repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which such subsidiaries operate.

The Notes are fixed-rate securities and are vulnerable to fluctuations in market interest rates

The Notes will bear interest at a fixed rate. A holder of a security with a fixed interest rate is exposed to the risk that the price of such security falls as a result of changes in the current interest rate on the capital markets (“Market Interest Rate”). Although the nominal interest rate of a security with a fixed interest rate is fixed during the life of such security or during a certain period of time, the Market Interest Rate typically changes on a daily basis. As the Market Interest Rate changes, the price of fixed rate securities change in the opposite direction. If the Market Interest Rate increases, the price of such security typically falls, until the yield of such security is approximately equal to the Market Interest Rate. Conversely, if the Market Interest Rate falls, the price of a security with a fixed interest rate typically increases, until the yield of such security is approximately equal to the Market Interest Rate. Movements of the Market Interest Rate may have an adverse effect on the market price of the Notes.

The Notes may not be a suitable investment for all Investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

- have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus, the Interest Rate and Yield Notice, the Offering Results Notice or any applicable supplement;

- have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;

- have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor’s currency;

- understand the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and

- be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment, its ability to bear the applicable risks, how the Notes will perform under changing conditions and the impact the investment will have on the potential investor’s overall investment portfolio.

The investment activities of certain Investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential Investor should consult its legal advisers prior to investing in the Notes to determine whether and to what extent (i) the Notes are permitted investments for it, (ii) where relevant, the Notes can be used as collateral for various types of borrowing, and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules. Each Investor should also consider the tax consequences of investing in the Notes and consult its own tax advisers with respect to the acquisition, sale and redemption of the Notes in light of its personal situation.

The Notes are unsecured

The Notes will be (subject to “Terms and Conditions of the Notes – Negative Pledge”) unsecured obligations of the Issuer. In the event of any insolvency or winding-up of the Issuer, the Notes will rank equally with the Issuer’s other unsecured senior indebtedness. The Notes are unsecured and, although they restrict the giving of security by the Issuer, and its Subsidiaries over Relevant Indebtedness and guarantees in respect of such Relevant Indebtedness, a number of exceptions apply, as more fully described in “Terms and Conditions of the Notes – Negative Pledge”. Where security has been granted over assets of the Issuer to secure indebtedness, in the event of any insolvency or winding-up of the Issuer, such secured indebtedness will rank in priority over the Notes and other unsecured indebtedness of the Issuer in respect of such assets.

Insolvency laws applicable to the Company may not be as favourable to the Noteholders as bankruptcy laws in other jurisdictions.

The Company is incorporated in Italy. The Company and its Italian subsidiaries (as well as any of its subsidiaries whose centre of interest is deemed to be in Italy) will be subject to Italian insolvency laws. Italian insolvency laws may not be as favourable to interests of the Noteholders as creditors as the laws of other jurisdictions with which the Noteholders may be familiar, including in respect of creditors’ reorganisation, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceedings, and thus may limit the Investors’ ability to recover payments due on the Notes to the extent exceeding the limitations arising under other insolvency laws. In the event that the Issuer

experience financial difficulty, it is not possible to predict with certainty the outcome of such proceedings. In particular, the insolvency and other laws of Italy may be materially different from, or in conflict with, each other. The application of these laws sets uncertainty on which particular jurisdiction’s laws should apply and may adversely affect the enforceability of the obligations of the Issuer.

For instance, if the Company becomes subject to certain bankruptcy proceedings, payments made by the Company in favour of the Noteholders or the Trustee on behalf of the Company prior to the commencement of the relevant proceeding may be subject to claw back. In particular, in a bankruptcy proceeding (fallimento), Italian law provides for a standard claw back period of up to one year (six months in some circumstances), although in certain circumstances such term can be up to two years.

Transfers of the Notes may be restricted, which may adversely affect the secondary market liquidity and/or trading prices of the Notes.

The ability to transfer the Notes may also be restricted by securities laws or regulations of certain countries or regulatory bodies. See “Subscription and Sale.” The Notes have not been and will not be, registered under the Securities Act or any state securities laws or the securities laws of any other jurisdiction in the United States. Noteholders may not offer the Notes in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Each holder of the Notes is obligated to ensure that offers and sales of Notes comply with all applicable securities laws. In addition, transfers to certain persons in certain other jurisdictions may be limited by law, or may result in the imposition of penalties or liability. For a description of restrictions which may be applicable to transfers of the Notes, see “Subscription and Sale.”

The Notes are not rated

Neither the Notes nor the long-term debt of the Issuer are rated. To the extent that any credit rating agencies assign credit ratings to the Notes, such ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating or the absence of a rating is not a recommendation to buy, sell or hold the Notes and may be revised or withdrawn by the rating agency at any time.

The Notes may be redeemed prior to maturity

In the event that the Issuer would be obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Republic of Italy or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may, pursuant to “Terms and Conditions of the Notes – Redemption for taxation reasons”, redeem all outstanding Notes in accordance with the Conditions. In addition, the Issuer may elect to redeem the Notes in whole or in part, at any time pursuant to “Terms and Conditions of the Notes – Redemption at the option of the Issuer”. In either case, the Notes would be redeemed prior to their scheduled maturity date.

The Notes are subject to optional redemption by the Company

An optional redemption feature is likely to limit the market value of the Notes. During any period when the Issuer may elect to redeem the Notes, the market value of the Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem the Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes and may only be able to do so at a significantly lower rate. Potential Investors should consider reinvestment risk in light of other investments available at that time.

The conditions of the Notes could be amended by the Noteholders’ meeting

The terms and conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

As a result, a Noteholder is subject to the risk of being outvoted and losing rights against the Issuer under the Notes, against its will in the event that Noteholders holding a sufficient aggregate principal amount of the Notes participate in the vote and agree to amend the conditions.

The Notes may be delisted in the future

Application has been made for the Notes to be admitted the Official List and for trading on the Luxembourg Stock Exchange and on the MOT. Settlement of the Notes is not conditioned on obtaining this listing. The Notes may subsequently be delisted despite the best efforts of the Issuer to maintain such listing and, although no assurance is made as to the liquidity of the Notes as a result of listing, any delisting of the Notes may have a material effect on a Noteholder’s ability to resell the Notes on the secondary market.

The Offering Period may be extended or amended, and the Offering may be terminated or withdrawn

The Issuer together with the Joint Bookrunners has the right to extend or amend the Offering Period and to terminate, postpone or withdraw the Offering for a number of reasons, including a failure to satisfy the Minimum Offer Amount or any extraordinary change in the political, financial, economic, regulatory or currency situation of the markets in which the Group operates that could have a materially adverse effect on the conditions of the Group and their business activities. See “Sale and Offer of the Notes —Offering of the Notes — Offering Period, Early Closure, Extension and Withdrawal”.

The market value of the Notes could decrease if the creditworthiness of the Issuer worsens or is perceived to worsen

If any of the risks regarding the Group described herein materialises, then the Issuer is less likely to be in a position to fully perform all obligations under the Notes when they fall due, and the market value of the Notes will suffer. In addition, even if the Issuer is not actually less likely to be in a position to fully perform all obligations under the Notes when they fall due, market participants could nevertheless have a different perception. In addition, the market participants’ estimation of the creditworthiness of corporate debtors in general or debtors operating in the same business areas as the Group could adversely change and have resulting effects on the perceptions of the Group’s creditworthiness, whether warranted or otherwise.

Furthermore, changes in accounting standards may lead to adjustments in the relevant accounting positions of the Group which could have an adverse effect on the Group’s financial condition, which could in turn affect the market value of the Notes.

The Notes are subject to inflation risks

The inflation risk is the risk of future money depreciation. The real yield from an investment is reduced by inflation. The higher the rate of inflation, the lower the real yield of a Note. If the inflation rate is equal to or higher than the nominal yield, the real yield is zero or even negative. Currently, worldwide interest rates are low. Any increases in such interest rates would reduce the real amount of a Noteholder’s return on an investment in the Notes.

The Notes are subject to transaction costs and charges

When Notes are purchased or sold, several types of incidental costs (including transaction fees and commissions) are incurred in addition to the purchase or sale price of the Notes. These incidental costs may significantly reduce or eliminate any profit from holding the Notes. Credit institutions as a rule charge commissions which are either fixed minimum commissions or pro-rata commissions, depending on the order value. To the extent that additional – domestic or foreign – parties are involved in the execution of an order, including, but not limited to, domestic dealers or brokers in foreign markets, Noteholders may also be charged for the brokerage fees, commissions and other fees and expenses of such parties (third party costs).

The trading market for debt securities may be volatile and may be adversely affected by many events.

The market for debt securities issued by the Issuer is influenced by a number of interrelated factors, including economic, financial and political conditions and events in Italy and Luxembourg, as well as economic conditions and, to varying degrees, market conditions, interest rates, currency exchange rates and inflation rates in other European and other industrialised countries. There can be no assurance that events in Europe or elsewhere will not cause market volatility or that such volatility will not adversely affect the market price of the Notes or that economic and market conditions will not have any other adverse effects. Accordingly, the price at which an Investor will be able to sell the Notes prior to maturity may be discounted, even substantially, from the Issue Price or the purchase price paid by such Investor. No assurance can be given as to the effect of any possible judicial decision or change of laws or administrative practices after the date of this Prospectus.

The return of the investment on Investing in the Notes may negatively be affected by impact laws and regulations that reduce the incentives provided by on the “Aiuto alla Crescita Economica” (ACE) benefit available to certain italian resident noteholders (or Italian Permanent Establishments of Non-resident Noteholders)Effective as of the fiscal year following the fiscal year that was current on 31 December 2015, Article 1(550) of Law No. 232 of 11 December 2016 (Finance Xxx 0000) added paragraph 6-bis to Article 1 of Law Decree No. 201 of 6 December 2011, converted into Law No. 214 of 22 December 2011. Under this new rule, the base upon which the “Aiuto alla Crescita Economica” benefit set forth in Article 1 of Law Decree No. 201 of 6 December 2011 (the “ACE Benefit”) is computed is reduced by an amount equal to the positive difference (if any) between (i) the aggregate book value of securities (titoli e valori mobiliari) other than shares reported in the taxpayer’s financial statements for the relevant fiscal year and (ii) the aggregate book value of securities (titoli e valori mobiliari) other than shares reported in the taxpayer’s financial statements for the fiscal year that was current on 31 December 2010. The relevant securities (titoli e valori mobiliari) are defined in Article 1(1-bis) of Legislative Decree No. 58 of 24 February 1998. Only Italian resident persons carrying on an entrepreneurial activity (and in particular Italian resident corporations) and Italian permanent establishments of non-resident persons can enjoy the ACE Benefit. The new restrictive rule enacted by Finance Xxx 0000 applies only to taxpayers that do not carry out insurance or financial activities listed in Section K of the 2007 ATECOFIN Index (except for non-financial holding

companies). Because of this new rule, the investment in the Notes by Italian resident noteholders (other than financial and insurance companies) might reduce the amount of the ACE Benefit that they may be able to enjoy. Noteholders are thus urged to consult their own tax advisers concerning the implications that holding the Notes may have on the ACE Benefit available to them.

Changes in Tax laws or regulations or in positions by the relevant Italian authority regarding the application, administration or interpretation of tax laws or regulations, particularly if applied retrospectively, could have negative effects on the Issuer’s current business model and material adverse effect on its operating results, business and financial condition

Tax laws are complex and subject to subjective evaluations and interpretative decisions, and the Issuer will be periodically subject to tax audits aimed at assessing its compliance with direct and indirect taxes. The tax authorities may not agree with its interpretations of, or with the positions the Issuer has taken or intends to take on, tax laws applicable to its ordinary activities and extraordinary transactions. In case of objections by the tax authorities to its interpretations, the Issuer could face long tax proceedings that could result in the payment of penalties or sanctions and have a material adverse effect on its operating results, business and financial condition. The Issuer may also inadvertently or for reasons beyond its control fail to comply with certain tax laws or regulations in connection with a particular transaction. This may have a negative tax impact and may also result in the application of penalties or sanctions. The Issuer cannot therefore rule out that claims by the tax authorities may give rise to burdensome and long tax litigation and to the payment of significant amounts for taxes, penalties and interest for late payment. This might negatively affect the Issuer’s economic and financial condition.

Change of law or administrative practice

The Conditions of the Notes are based on English law in effect as at the date of this Prospectus, save that provisions convening meetings of Noteholders and the appointment of a Noteholders’ Representative are subject to compliance with mandatory provisions of Italian law. No assurance can be given as to the impact of any possible judicial decision or change to English law and/or Italian law (where applicable) or administrative practice after the date of this Prospectus.

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

Financial Information

The consolidated and separate financial statements of the Issuer as of and for the years ended 31 December 2016 and 31 December 2017, prepared in accordance with IFRS and audited by PricewaterhouseCoopers S.p.A., in accordance with the International Audit Standards Italia (ISA Italia), drawn up pursuant to article 11, paragraph 3, of Legislative Decree No. 39 of 27 January 2010, have been incorporated by reference in this Prospectus.

The following tables set forth the selected financial information of the Issuer and of the Group as of and for the years ended 31 December 2016 and 2017. Such information are derived from the following documents.

- the audited financial statements of the Issuer as at and for the year ended 31 December 2016 (“2016 Audited Issuer Financial Statements”);

- the audited financial statements of the Issuer as at and for the year ended 31 December 2017 (“2017 Audited Issuer Financial Statements”);

- the audited consolidated financial statements of the Group as at and for the year ended 31 December 2016 (“Maire Tecnimont Group 2016 Audited Consolidated Financial Statements”);

- the audited consolidated financial statements of the Group as at and for the year ended 31 December 2017 (“Maire Tecnimont Group 2017 Audited Consolidated Financial Statements”).

According to request made by CONSOB on 29 May 2013, the Issuer is required to insert in the press releases regarding the semi annual, annual and interim financial statements, the following information:

- the Issuer’s and the Group’s net financial position evidencing the short term components as well as the medium long term components;

- the expired debt positions of the Group divided according to their relevant nature (financial, commercial, tax and providential) and connected possible initiatives of the Group’s creditors therewith connected (reminders, injunctions, suspended deliveries, etc.);

- transaction with parties related to the Issuer and to the Group;

- any failure to observe the covenants, negative pledges and any other indebtedness clause of the Group, entailing limits to the use of financial resources, with an indication at an updated date of the level of observance of such clauses;

the progress made in implementing the industrial plan, evidencing possible differences between the projected data and the effective ones.

Consolidated income statements (Group)

(in Euro thousands) Year ended 31 December 2017

Year ended 31

December 2016

Revenues	3,502,902	2,408,768
Other operating revenues	21,387	26,658
Total revenues	3,524,289	2,435,426
Raw materials and consumables	(1,424,524)	(940,127)
Service costs	(1,457,287)	(876,271)
Personnel expense	(370,562)	(333,069)
Other operating expenses	(78,441)	(125,936)
Total costs	(3,330,815)	(2,275,402)

EBITDA	193,475	160,025
Amortization, depreciation and write-downs	(6,670)	(5,759)
Write-down of current assets	(3,147)	(738)
Provisions for risks and charges	(115)	(955)
EBIT	183,543	152,572
Financial income	48,538	16,784
Financial expenses	(46,635)	(35,552)
Investment income/(expense)	3,447	30
Income before tax	188,893	133,835
Income taxes, current and deferred	(62,341)	(48 542)
Net income	126,553	85,293
Group	118,650	74,371
Minorities	7,903	10,922
Consolidated balance sheet (Group)
(in Euro thousands)	31 December 2017	31 December 2016
Assets Non-current assets Property, plant and equipment	33,927	33,582
Goodwill	291,754	291,754
Other intangibile assets	40,427	32,108
Investments in associates	16,436	13,055
Financial instruments – Derivatives	1,222	9,059
Other non-current financial assets	22,516	15,037
Other non-current assets	55,584	69,632
Deferred tax assets	38,535	68,524
Total non-current assets	500,401	532,753
Current assets

Inventories	3,453	5,587
Advance payments to suppliers	255,514	357,132
Construction contracts	1,264,178	879,639
Trade receivables	481,342	526,402
Current tax assets	91,641	122,873
Financial instruments – Derivatives	19,976	21,315
Other current financial assets	5,356	7,373
Other current assets	146,847	99,185
Cash and cash equivalents	630,868	497,138
Total current assets	2,899,175	2,516,646
Non-current assets classified as held -for-sale	—	—
Elimination of assets to and from assets/liabilities held-for-sale	—	—
Total Assets	3,399,576	3,049,399
Shareholders’ Equity
Share capital	19,690	19,690
Share premium reserve	224,698	224,698
Other reserves	6,683	64,456
Valuation reserve	22,114	(21,233)
Total shareholders` equity and reserves	273,186	287,612
Retained earnings/(accumulated losses)	(129,882)	(1924 05)
Net income for the year	118,650	74,371
Total Group Shareholders’ Equity	261,953	169,577
Minorities	21,817	15,079
Total Shareholders’ Equity	283,770	184,656
Non-current liabilities
Financial debt-non-current portion	324,602	306,559
Provisions for risk and charges - beyond 12 months	62,007	70,524
Deferred tax liabilities	31,159	25,055
Post-employment & other employee benefits	11,452	11,689
Other non-current liabilities	79,465	48,861
Financial instruments–Derivatives	249	4,045
Other non-current financial liabilities	39,719	75,117
Total non-current liabilities	548,652	541,849
Current liabilities
Short-term debt	103,943	143,205
Provisions for risks and charges - within 12 months	3,384	3,906
Tax payables	41,413	50,536
Financial instruments–Derivatives	9,876	54,540
Other current financial liabilities	79911	330
Client advance payments	573,783	299,233
Construction contracts	408,561	555,028
Trade payables	1,282,306	1,150,157
Other current liabilities	63,976	65,956
Total current liabilities	2,567,154	2,322,894

Liabilities directly associated with non-current assets

classified as held-for-sale — —

Elimination of liabilities to and from assets/liabilities held-

for-sale — —

Total Shareholders’ Equity and Liabilities 3,399,576 3,049,399

Separate income statements (Issuer)

(in Euro) Year ended 31 December

2017

Year ended 31

December 2016

Revenues	94,600,601	63,469,875
Other operating revenues	3,030,945	3,093,872
Total revenues	97,631,546	66,563,747
Raw materials and consumables	(36,112)	(31,034)
Service costs	(16,587,674)	(19,116,872)
Personnel expense	(24,751,644)	(27,470,363)
Other operating expenses	(2,151,247)	(2,045,323)
Total costs	(43,526,678)	(48,663,592)

EBITDA	54,104,868	17,900,155
Amortization, depreciation and write-downs	(160,544)	(19,556)
EBIT	53,944,325	17,880,599
Financial income	27,346,455	2,740,844
Financial expenses	(19,569,768)	(16,927,458)
Investment income/(expense)	0	—
Income before tax	61,721,011	3,693,984
Income taxes	(1,577,329)	5,837,506
Net income	60,143,682	9,531,490

Separate balance sheets (Issuer)
(in Euro)	31 December 2017	31 December 2016
Assets Non-current assets Property, plant and equipment	567,636	94,494
Other intangibile assets	3,713,054	3,269,690
Investments in associates	763,412,835	750,279,683
Other non-current assets	1,214,161	1,100,000
Other non-current financial assets	62,195,377	45,361,074
Deferred tax assets	2,910,176	3,211,953
Total non-current assets	834,013,239	803,316,894
Current assets Trade receivables	57,362,732	58,301,932
Current tax assets	18,595,281	21,788,574
Financial instruments – Derivatives	5,403,647	1,149,636
Other financial current assets	3,200,000	—
Other current assets	3,822,065	3,465,176
Cash and cash equivalents	2,124,112	297,534
Total current assets	90,507,837	85,002,852

Total Assets	924,521,075	888,319,746
Shareholders’ Equity & Liabilities

Shareholders’ Equity Share capital	19,689,550	19,689,550
Share premium reserve	224,698,265	224,698,265
Other reserves	108,911,977	163,518,622
Valuation reserve	(60,361)	(44,982)
Total shareholders` equity and reserves	353,239,431	407,861,455
Retained earnings/(accumulated losses)	(1,708,879)	(1,708,879)
Net income for the year	60,143,682	9,531,489
Total Shareholders’ Equity	411,674,234	415,684,065
Non-current liabilities Financial debt-non-current portion	—	—
Provisions for risk and charges - beyond 12 months	11,899,678	11,411,169
Deferred tax liabilities	471,653	420,959
Post-employment & other employee benefits	511,846	431,996
Other non-current liabilities	372,523,926	419,763,129
Total non-current liabilities	385,407,103	432,027,253
Current liabilities Short-term debt	1,963,585	4,701,800
Tax payables	19,162,556	3,953,838
Other financial current liabilities	79,581,434	—
Trade payables	20,497,937	27,399,686
Other current liabilities	6,234,227	4,553,104
Total current liabilities	127,439,739	40,608,428
Total Shareholders’ Equity and Liabilities	924,521,075	888,319,746
Alternative performance indicators

The Prospectus and the documents incorporated by reference in this Prospectus contain certain performance measures that, although not recognised as financial measures under IFRS, are used by the management of the Group to monitor its financial and operating performance. In particular:

• EBITDA: calculated as net income before income taxes, net financial expenses, Investment income and expenses, amortization, depreciation and write-downs, write-downs of current assets, accrual for provisions for risks and charges;

• EBIT: calculated as net income before income taxes, net financial expenses, Investment income and expenses;

• Business Profit: calculated as the industrial margin before the allocation of general and administrative costs and research and development expenses;

• Business Margin: calculated as the Business Profit as a percentage of revenues;

• Net Financial Position: means ESMA Net Financial Debt determined in accordance with the provisions of paragraph 127 of the recommendations contained in the ESMA document no. 319 of 2013, implementing Regulation (EC) 809/2004.

It should be noted that:

i. the alternative performance indicators are based exclusively on the historical data and are not indicative of the future performance;

ii. the alternative performance indicators are not derived from IFRS, and they are not subject to audit;

iii. the alternative performance indicators are non-GAAP financial measures and are not recognised as measure of performance or liquidity under IFRS, and should not be recognised as alternative to performance measure derived in accordance with IFRS or any other generally accepted accounting principles;

iv. the alternative performance indicators should be read together with financial information for the Issuer and the Group taken from the financial statements included by reference in this Prospectus;

v. since all companies do not calculate alternative performance indicators in an identical manner, the presentation of the Issuer and the Group may not be consistent with similar measures used by other companies. Therefore, undue reliance should not be placed on these data;

vi. the alternative performance indicators and definitions used herein are consistent and standardised for all the period for which financial information in this Prospectus are included.

Other information

Backlog

Backlog represents the total value of multi-year contracts awarded less revenues recognized prior to the relevant date.

Contracts are considered active and, therefore, included in the backlog when there is an executed contract upon which the Group is entitled to issue invoices. Projects may be subsequently updated based on variations agreed with the customers or removed from the backlog when completed or when the relevant contract is terminated, sold or suspended.

Backlog is not an IFRS measure and is not calculated based on IFRS financial information. The Group has included backlog throughout this document because the Group believes it is a measure that is useful to Investors. The calculation may differ from other companies in the industry. Backlog should not be considered in replacement of IFRS revenues or any other IFRS measure.

CAPITALIZATION

The historical consolidated financial information as of 31 December 2017 has been derived from the Maire Tecnimont Group 2017 Audited Consolidated Financial Statements, incorporated by reference into this Prospectus.

Prospective Investors should read the information contained in this section in conjunction with the section of the Prospectus entitled “Presentation of financial and other information ” and Xxxxx Xxxxxxxxx Group 2017 Audited Consolidated Financial Statements, incorporated by reference into this Prospectus.

NET FINANCIAL POSITION

(in Euro thousands)

31 December 2017

31 December 2016

Change

Short-term debt	103,943	143,205	(39,262)
Other current financial liabilities	79,911	330	79,581
Financial instruments - Current derivatives	9,876	54,540	(44,665)
Financial debt - non-current portion	324,602	306,559	18,043
Financial instruments - Non-current derivatives	249	4,045	(3,796)
Other non-current financial liabilities	39,719	75,117	(35,399)
Total debt	558,299	583,796	(25,497)
Cash and cash equivalents	(630,868)	(497,138)	(133,730)
Other current financial assets	(5,356)	(7,373)	2,018
Financial instruments - Current derivatives	(19,976)	(21,315)	1,339
Financial instruments - Non-current derivatives	(1,222)	(9,059)	7,837
Other non-current financial assets	(8,920)	(6,065)	(2,855)
Total cash and cash equivalents	(666,341)	(540,950)	(125,391)
Net financial position	(108,042)	42,846	(150,888)

Shareholders’ Equity

31 December

2017

31 December

2016

Share capital	19,690	19,690
Share premium reserve	224,698	224,698
Other reserves	6,683	64,456
Valuation reserve	22,114	(21,233)
Total shareholders` equity and reserves	273,186	287,612
Retained earnings/(accumulated losses)	(129,882)	(192,405)
Net income for the year	118,650	74,371
Total Group Shareholders’ Equity	261,953	169,577
Minorities	21,817	15,079
Total Shareholders’ Equity	283,770	184,656

INFORMATION INCORPORATED BY REFERENCE

The following documents which have been previously published or published simultaneously with this Prospectus and have been filed with the CSSF shall be incorporated by reference in, and form part of, this Prospectus:

(a) the 2016 Audited Issuer Financial Statements;

(b) the 2017 Audited Issuer Financial Statements;

(d) the Maire Tecnimont Group 2017 Audited Consolidated Financial Statements.

Such documents will be available, without charge, on the Company’s Website, as follows: xxxx://xxx.xxxxxxxxxxxxxx.xxx/xx/xxxxxxxxx/xxxxxxxxx-xxxxxxxxxxxxx/xxxxxx-xxxxxxx-xxxxxxx?xxx_xxxxxxxxxxx

Any statement contained in this Prospectus or in any of the documents incorporated by reference in, and forming part of, this Prospectus shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained in any document subsequently incorporated by reference, by way of supplement, modifies or supersedes such statement.

Cross-reference Lists

The following table shows where the information incorporated by reference in this Prospectus can be found in the above- mentioned documents. The page numbers referred to in the cross reference list below refer to the page numbers in the electronic PDF document.

2016 Audited Issuer Financial Statements

Page(s)

Directors’ Management Report

Audit Report

241-243

Balance Sheet

167-168

Profit and loss account

165

Statement of changes in Shareholders’ Equity

169

Cash flow Statement (indirect method)

170

Explanatory Notes at 31 December 2016

171-211

2017 Audited Issuer Financial Statements

Page(s)

Directors’ Management Report

Audit Report

258-264

Balance Sheet

174-175

Profit and loss account

172

Statement of changes in Shareholders’ Equity

176

Cash flow Statement (indirect method)

177

Explanatory Notes at 31 December 2017

178-222

2016 Audited Group Financial Statements

Page(s)

Directors’ Management Report

Audit Report

237-239

Balance Sheet

74-75

Profit and loss account

Statement of changes in Consolidated Shareholders’ Equity

Cash flow Statement (indirect method)

Explanatory Notes at 31 December 2016

78-148

2017 Audited Group Financial Statements

Directors’ Management Report

Audit Report

248-256

Balance Sheet

78-79

Profit and loss account

Statement of changes in Consolidated Shareholders’ Equity

Cash flow Statement (indirect method)

Explanatory Notes at 31 December 2017

82-155

Any information contained in any of the documents specified above, including any documents incorporated by reference therein, which are not listed in the cross reference list are not incorporated by reference in this Prospectus and are not relevant to Investors (pursuant to Article 28(4) of Regulation (EC) No. 809/2004 implementing the Prospectus Directive) or covered elsewhere in this Prospectus.

Copies of the documents specified above as containing information incorporated by reference in this Prospectus have been filed with the Luxembourg Stock Exchange and may be inspected, free of charge, at the specified offices of the Principal Paying Agent, on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) and on the Company’s Website.

Any websites included in this Prospectus are for information purposes only and do not form part of this Prospectus.

OVERVIEW OF FINANCIAL INFORMATION

Set out below is an overview of the Consolidated Income Statement and Consolidated Balance Sheet of the Group derived from the 2016 Audited Consolidated Financial Statements and from the 2017 Audited Consolidated Financial Statements, which are each incorporated by reference in this Prospectus and an overview of the Issuer Income Statement and Issuer Balance Sheet derived from the 2016 Audited Issuer Financial Statements and the 2017 Audited Issuer Financial Statements, which are each incorporated by reference in this Prospectus.

The financial information reported below constitutes selected financial information as required by items 3.1 and 3.2 of Annex IV of Regulation (EC) No. 809/2004 implementing the Prospectus Directive and has been extracted from and should be read in conjunction with the 2016 Audited Consolidated Financial Statements, the 2017 Audited Consolidated Financial Statements, the 2016 Audited Issuer Financial Statements, the 2017 Audited Issuer Financial Statements.

Selected financial information of the Consolidated income statements (Group)

		2016
TOTAL REVENUES	3,524,289	2,435,426
EBITDA	193,475	160,025
EBIT	183,543	152,572
NET INCOME	126,553	85,293
Group	118,650	74,371
Minorities	7,903	10,922

(in Euro thousands) Year ended 31 December 2017 Year ended 31 December

Selected financial information of the consolidated balance sheet (Group)

(in Euro thousands)

31 December 2017 31 December 2016

Total non-current assets 500,401	532,753
Total current assets 2,899,175	2,516,646
Total Assets 3,399,576	3,049,399
Total non-current liabilities 548,652	541,849
Total current liabilities 2,567,154	2,322,894
Total Shareholders’ Equity 283,770	184,656
Total Shareholders’ Equity and Liabilities 3,399,576	3,049,399

Selected financial information of the separate income statements (Issuer)

(in Euro) Year ended 31 December 2017 Year ended 31 December 2016

TOTAL REVENUES	97,631,546	66,563,747
EBITDA	54,104,868	17,900,155
EBIT	53,944,325	17,880,599
NET INCOME	60,143,682	9,531,490

Selected financial information of the separate balance sheet (Issuer)

(in Euro) 31 December 2017 31 December 2016

Total non-current assets	834,013,239	803,316,894
Total current assets	90,507,837	85,002,852
Total Assets	924,521,075	888,319,746
Total non-current liabilities	385,407,103	432,027,253
Total current liabilities	127,439,739	40,608,428
Total Shareholders’ Equity	411,674,234	415,684,065
Total Shareholders’ Equity and Liabilities	924,521,075	888,319,746

TERMS AND CONDITIONS OF THE NOTES

The € [●] [●] per cent. Senior Unsecured Notes due 30 April 2024 (the “Notes”), which expression includes any further notes issued pursuant to Condition 16 (Further issues) and forming a single series therewith) of Maire Tecnimont S.p.A. (the “Issuer”) are issued on or about 3 May 2018 (the “Issue Date”) and are subject to, and have the benefit of, a trust deed dated the Issue Date (as amended or supplemented from time to time, the “Trust Deed”) between the Issuer and Lucid Trustee Services Ltd (the “Trustee”), which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the holders of the Notes (the “Noteholders”) and the holders of the interest coupons appertaining to the Notes (the ”Couponholders” and the “Coupons”, respectively). The issue of the Notes was authorised by a resolution of the board of directors of the Issuer passed on 15 March 2018. These terms and conditions (the “Conditions”) include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes and the Coupons. Copies of the Trust Deed and the Paying Agency Agreement (the “Paying Agency Agreement”) dated the Issue Date relating to the Notes between the Issuer, the Trustee and the initial principal paying agent and the other paying agents named in it, are available for inspection by Noteholders during usual business hours at the specified office of the Trustee (presently at Xxx Xxxxxx Xxxx Xxxxxxxx, Xxxxxx XXX 0XX, Xxxxxx Xxxxxxx and at the specified offices of the principal paying agent for the time being (the “Principal Paying Agent”) and the other paying agents for the time being (the “Paying Agents”, which expression shall include the Principal Paying Agent). The Noteholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Paying Agency Agreement. Subject to and as set forth in Condition 9(e) (Taxation), the Issuer will not be liable to pay any additional amounts to holders of the Notes in relation to any withholding or deduction required pursuant to Decree No. 239/1996 where the Notes are held by a person or entity resident or established in a country that does not allow for satisfactory exchange of information with the Italian tax authorities and otherwise in the circumstance described in Condition 9 (Taxation).

1 Definitions and interpretation

(a) Definitions: In these Conditions:

“Business Day” means, a day on which commercial banks and foreign exchange markets in London, Luxembourg and Milan are open and which is a TARGET Settlement Day.

“Event of Default” has the meaning given to it in Condition 10. “Group” means the Issuer and its Subsidiaries taken as a whole.

“Interest Period” means the period beginning on and including the Issue Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date.

"Material Subsidiary": means Tecnimont S.p.A. and / or any of its Subsidiary which, in respect of any Relevant Period, has contributed to the generation of at least (i) 10% of the Consolidated Revenues of the Group or (ii) 10% of Consolidated Adjusted EBITDA;

“Permitted Reorganisation” means

any solvent amalgamation, merger, demerger or reconstruction involving the Issuer and any of its Subsidiary under which the assets and liabilities of the Issuer, or the relevant Subsidiary are assumed by the entity resulting from such amalgamation, merger, demerger or reconstruction, and, where the same involves the Issuer, such entity assumes all the obligations of the Issuer in respect of the Notes and an opinion of an independent legal adviser of internationally recognised standing has been delivered to the Trustee, on behalf of the Noteholders, confirming the same prior to the effective date of such amalgamation, merger or reconstruction.

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality.

“Relevant Date” means whichever is the later of (A) the date on which such payment first becomes due and (B) if the full amount payable has not been received by the Principal Paying Agent or the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Noteholders and to the Trustee.

“Relevant Indebtedness” means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) other than indebtedness incurred by any Project Vehicle in the context of a Project Finance Transaction, which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be, or capable of being quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market and (ii) any guarantee or indemnity in respect of any such indebtedness.

“Relevant Jurisdiction” means, in relation to the Issuer the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax, or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal and interest on the Notes and Coupons.

“Subsidiary” or “Subsidiaries” means in relation to any company, corporation or other legal entity, a company, corporation or other legal entity directly or indirectly controlled by such company, corporation or other legal entity. For this purpose, to the extent that the relevant entity is incorporated in Italy, “control” or “controlled” shall have the meaning attributed to these expressions by Article 2359, paragraphs no. 1) and 2) of the Italian Civil Code.

“TARGET Settlement Day” means any day on which the TARGET System is open.

“TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto.

(b) Interpretation: In these Conditions any reference in these Conditions to principal and/or interest shall be deemed to include any additional amounts which may be payable under this Condition or any undertaking given in addition to or substitution for it under the Trust Deed. Any reference in these Conditions to the Notes includes (unless the context requires otherwise) any other securities issued to Condition 16 (Further issues) and forming a single series with the Notes.

2 Form, Denomination and Title

(a) Form and denomination: The Notes are serially numbered and in bearer form in the denomination of €1,000 each with Coupons attached on issue. No Notes in definitive form will be issued with a denomination above €1,000.

(b) Title: Title to the Notes and Coupons passes by delivery. The holder of any Note or Coupon will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no Person will be liable for so treating the holder.

3 Status

The Notes and Coupons constitute direct, unconditional and (subject to Condition 5 (Negative pledge)) unsecured obligations of the Issuer and (subject as provided above) shall at all times rank pari passu and without any preference among themselves and at least pari passu with all other outstanding present and future unsecured and unsubordinated obligations of the Issuer.

4 Covenants and Suspension of Covenants

(a) Limitation on Indebtedness: So long as any of the Notes or Coupons remain outstanding (as defined in the Trust Deed), the Issuer shall not incur, and the Issuer shall procure that none of its Subsidiaries shall incur, any additional Indebtedness (other than Permitted Indebtedness) if, on the date of the incurrence of such additional Indebtedness, the Consolidated Net Leverage Ratio relating to the Relevant Period referred to in the latest Compliance Certificate is greater than 2.5:1, determined on a pro forma basis assuming for this purpose, that such additional Indebtedness (together with any other additional Indebtedness already incurred since the end of such Relevant Period) had been incurred, and the net proceeds thereof applied, on the first day of the applicable Relevant Period. Notwithstanding the above, if following one or a series of acquisitions of any Person by the Issuer or any of its Subsidiaries, the Consolidated Net Leverage Ratio for the two subsequent Relevant Periods immediately following such acquisition(s) is greater than 2.5 to 1.0 but less than 4.0 to 1.0, there shall be no breach of this Condition 4(a).

(b) Suspension of Covenants: To the extent that a Rating Event has occurred and for so long as such Rating Event is outstanding, Condition 4(a) (Covenants and Suspension of Covenants – Limitation on Indebtedness) shall not apply and no Compliance Certificate shall be required pursuant to Condition 4(c) (Compliance Certificate).

(c) Compliance Certificate: For so long as any Notes or Coupons remain outstanding, unless the covenants in Condition 4(a) (Covenants and Suspension of Covenants – Limitation on Indebtedness) have been suspended pursuant to Condition 4(b) (Covenants and Suspension of Covenants – Suspension of Covenants), the Issuer will deliver the Compliance Certificate to the Trustee promptly on request and on each Reporting Date confirming:

(i) the Issuer’s compliance with Condition 4(a) (Covenants and Suspension of Covenants – Limitation on Indebtedness) since the previous Reporting Date, or in the case of the first Reporting Date, since the Issue Date; and

(ii) that as at the Certified Date (as defined in the Trust Deed) the Issuer has complied with its obligations under the Trust Deed and the Paying Agency Agreement and that as at such date there did not exist, nor had there existed since the Certified Date of the last Compliance Certificate, or in the case of the first Compliance Certificate since the Issue Date, any Event of Default or if such an event has occurred or if the Issuer is not in compliance, specifying such event or the nature of such non-compliance; and

(iii) any Subsidiary which is, from time to time, a Material Subsidiary.

For the purpose of these Conditions:

“Accounting Principles” means IFRS or generally accepted accounting principles in Italy;

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary of the Issuer or at the time it merges or consolidates with or into the Issuer or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person, including any guarantee released by the Issuer in connection to the same;

“Capital Stock” means:

(i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and

(ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing;

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock;

“Compliance Certificate” means the compliance certificate to be delivered on each Reporting Date and signed by an Authorised Signatory (as defined in the Trust Deed) of the Issuer certifying the matters set out in Condition 4(c);

“Consolidated Adjusted EBITDA” means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation:

(a) before deducting any interest, commission, fees, discounts and other finance payments;

(b) after adding back any amount attributable to amortization or depreciation of assets of the Group Companies;

(d) before taking into account any Exceptional Items:

(e) without taking into account the effect of any Project Finance Transaction. “Consolidated Indebtedness of Operations” means, in respect of any Relevant Period:

(a) moneys borrowed and debit balances at banks or other financial institutions (including any overdraft);

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialized equivalent);

(c) any indebtedness which is in the form of, or represented or evidenced by, bonds, convertible bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market;

(d) receivables sold or discounted (only on a recourse basis);

(e) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles;

For the avoidance of doubt, the calculation excludes (i) the indebtedness incurred by any Project Finance Vehicle under any Project Finance Transaction and (ii) the effect of any Hedging Obligations.

“Consolidated Net Leverage Ratio” means, for any Relevant Period, the ratio of the Net Consolidated Financial Position of Operations of the Group for such period to the Consolidated Adjusted EBITDA of the Group for such period;

“Consolidated Revenues of the Group” means the consolidated revenues of the Group as extracted from the audited consolidated financial statements of the Issuer approved by the Issuer’s Board of Directors;

“Determination Date” means 31 December in each year;

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event: (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or (3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control), in each case prior to 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock;

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock);

“Exceptional Items” means, in respect of any Relevant Period, any exceptional, one off, non-recurring or extraordinary items arising for example on:

(a) the restructuring of the activities of an entity (including the refocusing or restructuring of the Group’s product portfolio) and reversals of any provisions for the cost of restructuring; and

(b) disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write down or impairment;

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under currency exchange or interest rate swap, cap and collar agreements, and other similar or like agreements or arrangements;

“Indebtedness” means with respect to any Person, without duplication,

(i) the principal component, interest and premium of indebtedness of such Person for borrowed money;

(ii) the principal component, interest and premium of indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;

(iii) the principal component of obligations representing the deferred purchase price of property or services due more than one year after such property is acquired or such services are completed (but excluding trade accounts payable and

other accrued liabilities arising in the ordinary course of business that are not overdue by 180 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

(iv) obligations representing reimbursement obligations in respect of any letter of credit, banker’s acceptance or similar credit transaction (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence);

(v) all Receivables Financing;

(vi) guarantees of the principal component of Indebtedness referred to in paragraphs (i) through (v) above;

(vii) the principal component of indebtedness of the type referred to in paragraphs (i) through (vi) which are secured by any lien on any property or asset of such Person, the amount of such obligation being deemed to be the lesser of the fair market value (as determined in good faith by the Board of Directors of the Issuer) of such property or asset or the amount of the obligation so secured; and

(viii) the principal component of obligations or liquidation preference with respect to all Preferred Stock or Disqualified Stock issued by any Subsidiary of the Issuer (but excluding in each case any accrued dividends) to, and held by, third parties which are not members of the Group.

“Net Consolidated Financial Position of Operations” means, in respect of any Relevant Period, Consolidated Indebtedness of Operations of the Group, less cash and cash equivalents of the Group (disponibilità liquide) less current and non-current financial assets both, as resulting from the relevant Group’s consolidated financial statements. For the avoidance of doubt the calculation excludes the effects of any outstanding derivatives contracts;

“Permitted Indebtedness” means:

(i) Indebtedness under the Notes, provided that this shall not include any Notes issued after the Issue Date pursuant to Condition 16 (Further Issues);

(ii) Indebtedness outstanding on the Issue Date after giving effect to the use of proceeds of the Notes;

(iii) Hedging Obligations of the Issuer or any of its Subsidiaries entered into for non-speculative purposes;

(iv) Indebtedness of the Issuer to a Subsidiary of the Issuer or Indebtedness of a Subsidiary of the Issuer to the Issuer or another Subsidiary of the Issuer for so long as such Indebtedness is held by a Subsidiary of the Issuer or the Issuer; provided that any Indebtedness of the Issuer to any Subsidiary of the Issuer is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligations under the Notes;

(v) Indebtedness of the Issuer or any of its Subsidiaries in respect of advance payment bonds, performance bonds, performance and completion guarantees, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, accrued and unpaid tax liabilities, pro – soluto financing and bank overdrafts (and letters of credit in respect thereof to the extent undrawn, or if and to the extent drawn, is honoured in accordance with its terms and, if to be reimbursed, is reimbursed no later than the 30th Business Day following receipt of a demand for reimbursement) in the ordinary course of business;

(vi) Refinancing Indebtedness;

(vii) Indebtedness of the Issuer and its Subsidiaries in respect of any customary cash management, cash pooling or netting or setting off arrangements;

(viii) Acquired Indebtedness of any Person outstanding on the date on which such Person becomes a Subsidiary of the Issuer or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Issuer or any of its Subsidiaries provided, however, that at the time of the acquisition or other transaction pursuant to which such Indebtedness was deemed to be incurred, the Issuer would have been able to incur €2.00 of additional Indebtedness pursuant to Condition 4(a) (Covenants and Suspension of Covenants) after giving effect to the incurrence of such Indebtedness pursuant to this paragraph;

(ix) Subordinated Indebtedness;

(x) Indebtedness of any Project Finance Vehicle under a Project Finance Transaction. “Permitted Security Interest” means any Security Interest:

(a) arising by operation of law;

(b) existing on the Issue Date;

(c) to secure Indebtedness over or with respect to any present or future assets, receivables, remittances or payment rights of the Issuer or any of its Subsidiaries (the “Charged Assets”) which is created pursuant to any leasing, factoring (in any case excluding any factoring transaction with no recourse), securitisation or like arrangements whereby all or substantially all the payment obligations in respect of such Indebtedness are to be discharged solely from the Charged Assets where such Charged Assets does not exceed an aggregate amount of 5% of the consolidated assets;

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation;

“Project Finance Transaction” means any project finance transaction whereby a Person (the “relevant debtor”) incurs Indebtedness to finance the acquisition, development and/or operation of any assets, whereby the creditors in respect of such Indebtedness (the “relevant creditors”) have no recourse whatsoever to any member of the Group for the repayment thereof other than:

(i) recourse for amounts limited to the aggregate cash flow or the net cash flow (other than historic cash flow or historic net cash flow) from such assets or the income or other proceeds deriving from them; and/or

(ii) recourse for the purpose only of enabling amounts to be claimed in respect of such Indebtedness in an enforcement of any Security Interest given by the relevant debtor over such assets or the income, cash flow or other proceeds deriving from them (or given by any shareholder or the like, including any member of the Group, in the relevant debtor over its shares or the like in the capital of the relevant debtor) to secure such Indebtedness,

provided that: (a) the extent of such recourse is limited solely to the amount of any recoveries made on any such enforcement; and (b) the relevant creditors are not entitled, by virtue of any right or claim arising out of or in connection with such Indebtedness, to commence proceedings of whatever nature against any member of the Group;

"Project Finance Vehicle" means a Person or a Subsidiary of the Issuer that is specifically incorporated for the purposes of, and whose sole activity is the performance of, a Project Finance Transaction;

“Rating Agency” means each of Standard & Poor's Ratings Services, a division of the McGraw Xxxx Companies Inc., Moody's Investors Service Inc. and Fitch Ratings Ltd. and any of their respective successors;

“Rating Event” will have occurred if, and will be deemed to be outstanding for so long as: (i) the Notes are rated BBB- (or the equivalent investment grade credit rating) or higher by at least one Rating Agency; (ii) no Event of Default has occurred and is continuing; and (iii) the Trustee has been provided with a certificate signed by two Authorised Signatories of the Issuer certifying the matters referred to in (i) and (ii) above, upon which the Trustee shall rely without liability to any Person, provided that the Issuer shall provide the Trustee with a further certificate to the extent the Rating Event is no longer outstanding;

“Receivables Financings” means factoring, securitisations of receivables or any other receivables financing (including, without limitation, through the sale of receivables in a factoring arrangement or through the sale of receivables to lenders or to special purpose entities formed to borrow from such lenders against such receivables), whether or not with recourse to the Issuer or any of its Subsidiaries, but in each case only to the extent that such factoring, securitisation or financing would either be treated as financial payables under Accounting Principles or as indebtedness under IFRS as of the Issue Date;

“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings;

“Refinancing Indebtedness” means any Refinancing by the Issuer or any Subsidiary of Indebtedness incurred in accordance with Condition 4(a) (Covenants and Suspension of Covenants) and paragraphs (i), (ii), (vi) and (viii) of the definition of “Permitted Indebtedness”, in each case that does not:

(i) result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium or accrued interest required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable fees and expenses incurred by the Issuer in connection with such Refinancing); or

(ii) create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that if such Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced;

“Relevant Period” means a 12-month period ending on a Determination Date;

“Reporting Date” means a date falling no later than sixty days after the approval by the Issuer’s Board of Directors of its consolidated financial statements, with respect to a Relevant Period ending on 31 December, and in any event by no later than 30 June of the following calendar year, provided that the first Reporting Date shall be the date falling no later than 60 days after the approval by the Issuer’s Board of Directors of the its audited annual consolidated financial statements as of and for the year ended 31 December 2018 and in any event by no later than 30 June 2019;

“Security Interest” means, without duplication, a mortgage, charge, pledge, lien or other security interest or other preferential interest or arrangement having a similar economic effect, excluding any right of setoff, but including any conditional sale or other title retention arrangement or any finance leases;

“Subordinated Indebtedness” means Indebtedness of the Issuer or any of its Subsidiaries that is subordinated or junior in right of payment to the Notes provided that such Subordinated Indebtedness:

(i) does not mature or require any amortisation or other payment of principal prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of any such security or instrument for Equity Interests of the Issuer or such Subsidiary or for any other security or instrument meeting the requirements of the definition);

(ii) does not require the payment of cash interest prior to the first anniversary of the maturity of the Notes;

(iii) is subordinated in right of payment to the prior payment in full in cash of the Notes in the event of any default, bankruptcy, reorganisation, liquidation, winding up or other disposition of assets of the Issuer; and

(iv) does not restrict the payment of amounts due in respect of the Notes or compliance by the Issuer with its obligations under the Notes and the Trust Deed; and

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining instalment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

5 Negative pledge

So long as any Note or Coupon remains outstanding (as defined in the Trust Deed), the Issuer will not and ensure that none of its Subsidiaries will, create or have outstanding any Security Interest (except for a Permitted Security Interest), upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, without at the same time or prior thereto all amounts payable by the Issuer under the Notes, the Coupons and the Trust Deed being secured by the Security Interest equally and rateably with the Relevant Indebtedness, either (i) to the reasonable satisfaction of the Trustee or (ii) approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.

6 Interest

The Notes bear interest from and including the Issue Date at the rate of [●] per cent. per annum, payable in equal instalments semi-annually in arrear on 30 April and 31 October in each year, commencing on 31 October 2018 (each an “Interest Payment Date”) and will amount to € [●] per Calculation Amount (as defined below), except that the first payment of interest, to be made on 31 October 2018, will be in respect of the period from and including the Issue Date to but excluding 31 October 2018 (the “First Interest Period”) and will amount to € [●] per Calculation Amount (as defined below). Each Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused. In such event, it shall continue to bear interest at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant holder, and (b) the day which is seven days after the Trustee or the

Principal Paying Agent has notified Noteholders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions).

Save as provided above in relation to equal instalments, the day-count fraction will be calculated on an “Actual/Actual (ICMA)” following unadjusted basis as follows:

(a) if the Accrual Period is equal to or shorter than the Determination Period during which it falls, the day-count fraction will be the number of days in the Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and

(b) if the Accrual Period is longer than one Determination Period, the day-count fraction will be the sum of:

(i) the number of days in such Accrual Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and

(ii) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (a) the number of days in such Determination Period and (b) the number of Determination Periods normally ending in any year where:

“Accrual Period” means the relevant period for which interest is to be calculated (from and including the first such day to but excluding the last); and

“Determination Period” means the period from and including 30 April and 31 October in any year to but excluding the next 30 April and 31 October in each year.

Interest in respect of any Note shall be calculated per € 1,000 in principal amount of the Notes (the “Calculation Amount”). The amount of interest payable per Calculation Amount for any period, save as provided above in relation to the First Interest Period, shall be equal to the product of [●] per cent., the Calculation Amount and the day-count fraction (calculated on an “Actual/Actual (ICMA)” basis, as set out above) for the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards).

7 Redemption and Purchase

(a) Final redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 30 April 2024. The Notes may not be redeemed at the option of the Issuer other than in accordance with this Condition 7.

(b) Redemption for taxation reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Noteholders and to the Trustee (which notice shall be irrevocable), at their principal amount, together with interest accrued to the date fixed for redemption, if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that it has or will become obliged to pay additional amounts as provided or referred to in Condition 9 (Taxation) as a result of any change in, or amendment to, the laws or regulations of Italy or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on

which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 7(b), the Issuer shall deliver to the Trustee (A) a certificate signed by two duly Authorised Signatories of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and (B) an opinion of independent legal advisers of recognised international standing to the effect that the Issuer has or will be obliged to pay such additional amounts as a result of such change and the Trustee shall be entitled to accept and rely on such certificate and legal opinion (without liability to any Person) as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

(c) Redemption at the option of the Issuer: The Issuer may, at any time on or after 30 April 2021, on giving not more than 60 nor less than 30 days’ irrevocable notice to the Noteholders and to the Trustee, redeem the Notes in whole or in part at the following redemption prices (expressed as a percentage of the principal amount of the Notes on the date fixed for redemption), plus accrued and unpaid interest outstanding (as defined in the Trust Deed) to the relevant redemption date:

Redemption Period Price

2021 101.125%

2022 100.563%

2023 and thereafter 100.000%

(d) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Condition 7(b) (Redemption for taxation reasons) and Condition 7(c) (Redemption at the option of the Issuer).

(e) Notice of redemption: All Notes in respect of which any notice of redemption is given under this Condition shall be redeemed on the date specified in such notice in accordance with this Condition 7.

(f) Purchase: Each of the Issuer and their respective Subsidiaries may at any time purchase Notes in the open market or otherwise at any price (provided that, if they should be cancelled under Condition 7(g) (Cancellation) below, they are purchased together with all unmatured Coupons relating to them). The Notes so purchased, while held by or on behalf of the Issuer or any such Subsidiary, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of these Conditions and the Trust Deed. Such Notes may be held, reissued, resold or, at the option of the Issuer, surrendered to the Principal Paying Agent for cancellation.

(g) Cancellation: All Notes which are (i) purchased by or on behalf of the Issuer or any such Subsidiary and surrendered for cancellation or (ii) redeemed, and any unmatured Coupons attached to or surrendered with them, will be cancelled and may not be re-issued or resold.

8 Payments

(a) Method of payment: Payments of principal and interest will be made against presentation and surrender (or, in the case of a partial payment, endorsement) of Notes or the appropriate Coupons (as the case may be) at the specified office of any Paying Agent by transfer to a Euro account specified by the payee with a bank in a city in which banks have access to the TARGET System. Payments of interest due in respect of any Note other than on presentation and surrender

of matured Coupons shall be made only against presentation and either surrender or endorsement (as appropriate) of the relevant Note.

(b) Payments subject to applicable laws: All payments are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 9 (Taxation). No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.

(c) Surrender of unmatured Coupons: Each Note should be presented for redemption together with all unmatured Coupons relating to it, failing which, the amount of any such missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal amount due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relevant missing Coupon not later than 10 years after the Relevant Date (for the relevant payment of principal in respect of the relevant Note).

(d) Payments on business days: A Note or Coupon may only be presented for payment on a day which is a business day in the place of presentation and, in the case of payment by credit or transfer to a Euro account as described above, is a TARGET Settlement Day. No further interest or other payment will be made as a consequence of the day on which the relevant Note or Coupon may be presented for payment under this Condition 8 falling after the due date.

(e) Paying Agents: The names of the initial Paying Agents and their initial specified offices are listed in the Paying Agency Agreement. The Issuer reserves the right at any time with the prior written approval of the Trustee to vary or terminate the appointment of any Paying Agent and appoint additional or other Paying Agents, provided that there will at all times be (i) a Principal Paying Agent, (ii) so long as the Notes are listed on any stock exchange or admitted to trading by any relevant authority, there will at all times be a Paying Agent (which may be the Principal Paying Agent) having its specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority and (iii) a Paying Agent located in a jurisdiction other than Italy. Notice of any change in the Paying Agents or their specified offices will promptly be given to the Noteholders and to the Trustee.

9 Taxation

(a) presented for payment in the Republic of Italy; or

limited to, a declaration of residence or non-residence or other similar claim for exemption, and fails to do so in due time; or

(d) in the event of payment to a non-Italian resident legal entity without a permanent establishment in Italy to which the Note is connected or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information with the Italian tax authorities as included in the decree of the Ministry of Economy and Finance of 4 September 1996, as subsequently amended and supplemented or, once effective, any other decree that will be issued under Article 11 paragraph 4 letter c) of Decree No. 239/1996; or

(e) on account of imposta sostitutiva pursuant to Legislative Decree No. 239/1996 (as, or as may subsequently be, amended or supplemented) and related regulations of implementation which have been, or may subsequently be, enacted with respect to any Note or Coupon, including all circumstances in which the procedures to obtain an exemption from imposta sostitutiva or any alternative future system of deduction or withholding set forth in Decree No. 239/1996, have not been met or complied with, except where such procedures have not been met or complied with due to the actions or omissions of the Issuer or its agents; or

(f) any combination of the items above.

For the avoidance of doubt, notwithstanding any other provision of the Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 to 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer nor any other Person will be required to pay any additional amounts in respect of FATCA Withholding.

10 Events of Default

If any of the following events occurs, the Trustee, at its discretion, may, and, if so requested in writing by the holders of at least one quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction by the Noteholders), give notice to the Issuer that the Notes are, and they shall immediately become, due and payable at their principal amount together (if applicable) with accrued interest:

(a) Non payment: any default is made in the payment of any principal or interest due in respect of the Notes, and such default continues for a period of seven Business Days; or

(b) Breach of other obligations: the Issuer does not perform or comply with any one or more of its other obligations in the Notes (as indicated in the Terms and Conditions of the Notes) or the Trust Deed, which default is not, where capable of being remedy (except in any case where the Trustee considers the failure to be incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required), remedied within 30 days (or such longer period as the Trustee may permit) after a notice of default has been given to the Issuer by the Trustee; or

(i) any Indebtedness of the Issuer or its Material Subsidiary is not paid when due or (as the case may be) within any originally applicable grace period;

(ii) any such Indebtedness becomes due and payable prior to its stated maturity by reason of default (however described) and is not paid, waived or remedied within 45 consecutive days;

(iii) the Issuer or its Material Subsidiary fails to pay when due any amount payable by it under any guarantee and/or indemnity given by it in relation to any Indebtedness unless (x) such payment obligation is contested, appealed or opposed in good faith before any competent authority within the applicable statutory terms and (y) the Trustee is provided by the Issuer with an opinion of a reputable law firm which confirms that any such action is reasonably grounded,

provided that no such event shall constitute an Event of Default unless the amount of Indebtedness referred to in sub- paragraph (i), (ii) and/or (iii) above, either individually or in aggregate amounts to at least € 30,000,000.00 (or its equivalent in any other currency or currencies);

(d) Unsatisfied judgment:

one or more judgment(s) or order(s) for the payment of any amount in excess of € 40,000,000.00 (or its equivalent in any other currency or currencies) is rendered against the Issuer or its Material Subsidiary and continue(s) unsatisfied and unstayed for a period of 45 days after the date(s) thereof or, if later, the date therein specified for payment unless (i) the same is (are) contested, appealed or opposed in good faith before any competent authority within the applicable statutory terms and (ii) the Trustee is provided by the Issuer with an opinion of a reputable law firm which confirms that any such action is reasonably grounded; or

(e) Security enforced:

(i) a secured party takes possession of, or a receiver, manager or other similar officer is appointed (or application for any such appointment is made) in respect of all or substantially all of the undertaking, assets and revenues of the Issuer or its Material Subsidiary and such action or appointment is not discharged or suspended or payment of the amount due is not made within 45 consecutive days; or

(ii) a distress, execution, attachment, sequestration or other process is levied, enforced upon or put in force against all or substantially all of the undertaking, assets and revenues of the Issuer or any of its Material Subsidiary and such enforcement or action is not discharged or suspended or payment of the amount due is not made within 45 consecutive days,

provided that such part of the undertaking, assets and revenues of the relevant Person being subject to the appointment, action or enforcement referred to in sub – paragraph (i) and (ii) has an aggregate value exceeding € 20,000,000.00 (or its equivalent in any other currency or currencies); or

(f) Insolvency: other than for the purposes of, or pursuant to, a Permitted Reorganisation, the Issuer or any of its Material Subsidiaries is (or is deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or substantially all of its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of

the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or substantially all of the debts of the Issuer or any of its Material Subsidiaries; or

(g) Cessation of business: other than for the purposes of, or pursuant to, a Permitted Reorganisation, the Issuer or its Material Subsidiary ceases or threatens to cease to carry on all or substantially all of its business (other than for the purposes of, or pursuant to, a Permitted Reorganisation); or

(h) Analogous event: any event occurs which, under any applicable laws has an analogous effect to any of the events referred to in Conditions 10(e) (Security enforced) to 10(g) (Cessation of business) (both inclusive); or

(i) Unlawfulness: it is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under any of the Notes or the Trust Deed; or

(l) Delisting: the Notes cease to be listed on at least one of (i) the official list of the Luxembourg Stock Exchange (and admitted to trading on the regulated market of the Luxembourg Stock Exchange) or any other authorised regulated market in the European Union, or (ii) the MOT provided that in the case of Conditions 10(b), (g) and (h) the Trustee shall have certified that in its opinion such event is materially prejudicial to the interests of Noteholders.

11 Prescription

Claims in respect of principal and interest will become void unless presentation for payment is made as required by Condition 8 (Payments) within a period of 10 years in the case of principal and five years in the case of interest from the appropriate Relevant Date.

12 Replacement of Notes and Coupons

If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent, subject to all applicable laws and stock exchange or other relevant authority requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may require (provided that the requirement is reasonable in the light of prevailing market practice). Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

13 Meetings of Noteholders, modification, waiver and substitution

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including any modifications of the Conditions or of any provisions of the Trust Deed. Such provisions are subject to the Issuer’s bylaws in force from time to time and the mandatory provisions of Italian law in force from time to time. The quorum and the majorities for passing resolutions at any such meetings are established by the applicable legislation and by the Issuer’s by-laws in force from time to time. As long as the Issuer has shares listed on a regulated market located in Italy as per Articles 2415 and 2325-bis of the Italian Civil Code, at any such meeting (subject as provided below) (i) on first call, the quorum of such a meeting shall be one or more persons present holding or representing at least one half in aggregate principal amount of the Notes for the time being outstanding, and resolutions may only be adopted with the favourable vote of at least two thirds of the aggregate principal amount of the Notes represented at the meeting; (ii) on second call, the quorum of such a meeting shall be, one or more persons holding or representing at least one third in aggregate principal amount of the Notes for the time being outstanding, and resolutions may only be adopted with the favourable vote of at least two thirds of the aggregate principal amount of the

Notes represented at the meeting, and (iii) on subsequent calls, the quorum of such a meeting shall be, one or more persons holding or representing at least one fifth in aggregate principal amount of the Notes for the time being outstanding, and resolutions may only be adopted with the favourable vote of at least two thirds of the aggregate principal amount of the Notes represented at the meeting.

In any event, the voting majority at any meeting (including subsequent calls) for passing a resolution relating to any matter provided under Article 2415, paragraph 1, item 2 of the Italian Civil Code (including, inter alia, any proposal to change any date fixed for payment of principal or interest in respect of the Notes to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes or any proposal relating to any of the matters set out in Article 2415, paragraph 3 of the Italian Civil Code), shall be one or more persons holding or representing not less than one-half of the aggregate principal amount of the outstanding Notes.

To the extent permitted under applicable laws, the Issuer's by-laws may in each case provide for higher majorities and such higher majorities shall prevail.

The Noteholders’ Representative may be a person who is not a Noteholder and may be (i) a company duly authorised to carry on investment services (servizi di investimento) or (ii) a trust company (società fiduciaria). The Noteholders’ Representative is appointed by resolution passed at a Noteholders’ meeting. If a Noteholders’ meeting fails to appoint the Noteholders’ Representative, the appointment is made by a competent court upon the request of one or more Noteholders or the directors of the Issuer. The Noteholders’ Representative shall remain in office for a period not exceeding three financial years from appointment and may be reappointed; remuneration shall be determined by the meeting of Noteholders which makes the appointment.

(b) Modification and waiver: The Trustee may agree, without the consent of the Noteholders or Couponholders, to (i) any modification of any of the provisions of the Trust Deed that, in its opinion, is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is, in the opinion of the Trustee, not materially prejudicial to the interests of the Noteholders. The Trustee may also make a determination that an Event of Default shall not be treated as such. Any such modification, authorisation, waiver or determination shall be binding on the Noteholders and the Couponholders and such modification shall be notified to the Noteholders as soon as practicable.

(c) Substitution: The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders or the Couponholders, to the substitution of certain other entities in place of the Issuer or of any previous substituted company, as principal debtor or guarantor under the Trust Deed and the Notes, pursuant to applicable laws and regulations and

subject to prior consultation with the relevant Stock Exchange. In the case of such a substitution the Trustee may agree, without the consent of the Noteholders or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders.

(d) Entitlement of the Trustee: In connection with the exercise of its functions (including, but not limited to, those referred to in this Condition 8), the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders, and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders.

14 Enforcement

At any time after the Notes become due and payable, the Trustee may, at its discretion and without further notice, institute such steps, actions or proceedings against the Issuer as it may think fit to enforce the terms of the Trust Deed, the Notes and the Coupons, but it need not take any such steps, actions or proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders holding at least one-fifth in principal amount of the Notes outstanding, and (b) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. No Noteholder or Couponholder may proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

15 Indemnification of the Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit.

The Trustee may act and rely, without liability to Noteholders or Couponholders, on a report, confirmation or certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept, and shall be entitled to rely on (without liability to any Person), any such report, confirmation or certificate or advice, and such report, confirmation or certificate or advice shall be binding on the Issuer, the Trustee and the Noteholders.

16 Further issues

The Issuer may, from time to time, without the consent of the Noteholders or Couponholders, create and issue further securities, either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them), and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Notes), or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition 16 and forming a single series with the Notes. Any further securities forming a single series with the outstanding securities of any series (including the Notes) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by a deed

supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of securities of other series where the Trustee so decides.

17 Notices

All notices to the Noteholders will be valid, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, if published on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) or, if such publication is not practicable, in one daily newspaper published in Luxembourg. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any other stock exchange or the relevant authority on which the Notes are for the time being listed. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this Condition 17.

18 Contracts (Rights of Third Parties) Xxx 0000

No rights are conferred on any Person under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of the Notes or the Trust Deed, but this does not affect any right or remedy of any Person which exists or is available apart from that Act.

19 Governing law

(a) Governing law: The Trust Deed, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law, save that provisions in these Conditions and in the Trust Deed relating to Noteholders’ meetings and the Noteholders’ Representative are subject to compliance with mandatory provisions of Italian law.

(b) Jurisdiction: The Issuer has, in the Trust Deed, irrevocably agreed for the benefit of the Noteholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed, the Notes or the Coupons, and, accordingly, has submitted to the exclusive jurisdiction of the English courts. The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.

The Trustee, the Noteholders and the Couponholders may take any suit, action or proceeding arising out of or in connection with the Trust Deed, the Notes or the Coupons respectively (together referred to as “Proceedings”) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. For the avoidance of doubt, nothing in this Clause 19(b) (Jurisdiction) shall prevent the Issuer from filing a counterclaim in any court in which Proceedings have been brought against it pursuant to this Clause 19.

(c) Agent for service of process: Pursuant to the Trust Deed, the Issuer has irrevocably appointed Lucid Nominees Ltd as its agent for service of process in respect of any Proceedings and has undertaken that in the event of such agent ceasing so to act it will appoint another person as the Trustee may approve as its agent for that purpose.

***

This prospectus does not foresee the issuance of securities that reference a benchmark as defined under Article 3.1(3) of Regulation (EU) 2016/1011 of 8 June 2016.

OVERVIEW OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM

The Notes will initially be in the form of a Temporary Global Note which will be deposited on or around the Issue Date with a common safekeeper for Euroclear and Clearstream, Luxembourg.

The Notes will be issued in new global note (“NGN”) form. On 13 June 2006, the European Central Bank (the “ECB”) announced that Notes in NGN form are in compliance with the “Standards for the use of EU securities settlement systems in ECB credit operations” of the central banking system for the Euro (the “Eurosystem”), provided that certain other criteria are fulfilled. At the same time the ECB also announced that arrangements for Notes in NGN form will be offered by Euroclear and Clearstream, Luxembourg as of 30 June 2006 and that debt securities in global bearer form issued through Euroclear and Clearstream, Luxembourg after 31 December 2006 will only be eligible as collateral for Eurosystem operations if the NGN form is used.

The Notes are intended to be held in a manner which would allow Eurosystem eligibility – that is, in a manner which would allow the Notes to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

The Temporary Global Note will be exchangeable in whole or in part for interests in the Permanent Global Note not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership.

The Permanent Global Note will become exchangeable in whole, but not in part, for Notes in definitive form (“Definitive Notes”) in the denomination of €1,000 each, at the request of the bearer of the Permanent Global Note against presentation and surrender of the Permanent Global Note to the Principal Paying Agent if Euroclear or Clearstream, Luxembourg or any alternative clearing system through which the Notes are held is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business.

So long as the Notes are represented by a Global Note and the relevant clearing system(s) so permit, the Notes will be tradable only in the minimum authorised denomination of €1,000.

Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons attached, in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of the Principal Paying Agent within 30 days of the occurrence of the relevant Exchange Event.

In addition, the Temporary Global Note and the Permanent Global Note will contain provisions which modify the Terms and Conditions of the Notes as they apply to the Temporary Global Note and the Permanent Global Note. The following is a summary of certain of those provisions:

Payments: All payments in respect of the Temporary Global Note and the Permanent Global Note will be made against presentation, surrender (or, in the case of a partial payment, endorsement) of the Temporary Global Note or (as the case

may be) the Permanent Global Note to or to the order of any Paying Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of principal or interest is made in respect of the Temporary Global Note or (as the case may be) the Permanent Global Note, the Issuer shall procure that the payment is entered pro rata in the records of Euroclear and Clearstream, Luxembourg.

Payments on business days: In the case of all payments made in respect of the Temporary Global Note and the Permanent Global Note Condition 8(d)) (Payments on business days) shall not apply, and all such payments shall be made on a day on which the TARGET System is open.

Redemption of the option of the Issuer: In order to exercise the option contained in Condition 7(b) (Redemption for taxation reasons) and 7(c) (Redemption at the option of the Issuer) the Issuer shall give notice to the Noteholders, the relevant clearing system and to the Trustee (or procure that such notice is given on its behalf) within the time limits set out in and containing the information required by that condition and Condition 7(e) (Notice of redemption). In the case of Condition 7(c) (Redemption at the option of the Issuer) and a partial exercise of an option, the rights of accountholders with the relevant clearing system in respect of the Notes will be governed by the standard procedures of the relevant clearing system and shall be reflected in the records of the relevant clearing system as either a pool factor or a reduction in nominal amount, at their discretion. Following the exercise of any option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant clearing system and represented by the Global Note shall be reduced accordingly.

Notices: Notwithstanding Condition 17 (Notices), while all the Notes are represented by the Permanent Global Note (or, as the case may be, by the Permanent Global Note and/or the Temporary Global Note) and the Permanent Global Note is (or, as the case may be, the Permanent Global Note and/or the Temporary Global Note are) held on behalf of Euroclear or Clearstream, Luxembourg or an alternative clearing system, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg or such alternative and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 17 (Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg except that, for so long as such Notes are admitted to trading on the Luxembourg Stock Exchange and it is a requirement of applicable law or regulations, such notices shall be published on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) or, if such publication is not practicable, in one daily newspaper published in Luxembourg.

USE OF PROCEEDS

The Issuer expects the gross proceeds of the Offering will be between Euro 150 million and Euro 250 million. The estimated total expenses of the Offering will be between Euro 2 million and Euro 3.2 million (depending on the final size of the Offering), including the commissions and estimated expenses in respect of the Offering.

The Issuer intends to use the net proceeds from the Offering exclusively in order to refinance part of its outstanding indebtedness under the facilities agreement stipulated on 21 April 2017 and amended on 24 April 2017 with Banca IMI S.p.A., Intesa Sanpaolo S.p.A., UniCredit S.p.A. and Banco BPM S.p.A., to which, also following a syndication process, Banca Monte dei Paschi di Siena S.p.A., Bank of China Ltd., Industrial and Commercial Bank of China, Abc International Bank Plc, Banca del Mezzogiorno - MedioCredito Centrale S.p.A. and BPER Banca S.p.A. have been added (see “Description of certain financing arrangements”).

INFORMATION ABOUT THE ISSUER AND THE GROUP

GENERAL

The Issuer

Maire Tecnimont S.p.A. (formerly Maire Holding S.p.A.) was incorporated as an Italian joint stock company on 9 October 2003 under the law of the Republic of Italy and, pursuant to its By – laws.

The Company shall last until 31 December 2060 and may be extended in accordance with the law.

The Issuer’s registered office is in Xxxxx Xxxxxxxx xxxxx Xxxxxxxx 00 00000, Xxxx, Xxxxx, telephone number x00 00 000000 and it is registered with the Register of Enterprises of Rome under number 07673571001.

The Issuer is an holding Company which is affected by the same trends that affect the Group.

The Issuer also coordinates and directs Group companies in matters regarding: legal, corporate affairs, human resources development and remuneration policy, industrial relations, procurement, administration, finance and management control, project control and contract management, system quality, HSE, project quality & Risk Management, general services, communication, as well as management and development of the Group's IT platform.

In addition, the Issuer performs the financial management and treasury functions of the Group, and provides financial support to the Group. This support is provided by way of, for example, intercompany loans, financial services, financial arrangement for local credit lines or guaranteeing local credit lines. The Issuer has limited revenue-generating operations of its own and, therefore, depends on payments received from other Group members in the form of dividends, fees for financial services and the making, or repayment, of principal and interest of intercompany loans and advances.

History of the Group

In 2003 Xxxxx Xxxxxxxxx was incorporated, enabling the creation of a new international platform capable of promoting its entire range of services and competences. The Group has undergone a progressive growth starting from the large-scale acquisitions of Maire Engineering (formerly “Fiat Engineering”) in 2004 and then of Tecnimont (Edison Group) in 2005. On 26 November 2007, Xxxxx Xxxxxxxxx made its debut on the Standard Segment of the Stock Exchange organized and managed by Borsa Italiana S.p.A. In September 2008, Maire Engineering was incorporated into Tecnimont, therefore creating a single operating company, with the objective of enhancing the value of the business synergies and optimizing the corporate processes within the Group.

The origins of Maire Engineering date back to the 1930s with the constitution of the construction and plant division of the FIAT group, active in the planning and building of industrial plants. Tecnimont, on the other hand, was created as the engineering and development division of the Montedison group following the merger, in 1966, of Edison (active since 1883 in the power production sector) and Montecatini (active since 1888 in the chemical sector, namely one of the historical pillars of Italian chemical industry). Between 1996 and 2000, Xxxxxxxxx entered the share capital of India’s

Tecnimont Pvt. Ltd (formerly “TICB”), completing the acquisition in January 2008. Tecnimont Pvt. Ltd. is today the main Group’s engineering hub.

Between 1992 and 1995, Xxxxxxxxx completed the process of establishing Tecnimont Planung Industrieanlagenbau Salzgitter GmbH (“TPI”), currently the engineering center with relevant high-end know-how in the designing of low density polyethylene (LDPE) plants.

In 2009, the Group added technology licensing to its traditional engineering and construction activities by acquiring Stamicarbon B.V., a Dutch company which is the worldwide leader in the licensing of technology and services for the production of urea.

In 2010, Xxxxx Xxxxxxxxx completed the acquisition of KT – Kinetics Technology S.p.A. (formerly Technip KTI), a Rome-based Process Engineering, EPC contractor and licensor, enabling the Group to leverage its significant technological and processing capabilities in the refining, gas treatment, and high-temperature technologies sector.

In 2011, Xxxxx Xxxxxxxxx reorganised its offices in Northern Italy and officially inaugurated its new global group headquarters at the innovative “Xxxxx Xxxxxxxxx” Complex in Milan.

In 2013, in conjunction with its recapitalisation, the Group began a reorganisation of its top management and launched a new plan to reposition its business together with a deleveraging program. The successful implementation of the new strategic approach has lead to a significant increase in the size of the Group, with record revenues, profits, order intake and backlog in 2017. At the same time, between 2016 and 2017, the Group has finalized the acquisition of a stake in two U.S. technology companies with the aim of developing and commercializing new technologies in the petrochemical and fertilizer industries.

On 11 February 2014 the board of directors of the Company resolved to issue equity linked bonds named “€80,000,000 5.75 per cent. Unsecured Equity-Linked Bonds due 2019” (the “Bond”) convertible into Xxxxx Xxxxxxxxx’x ordinary shares. The offer of this Bond, reserved to institutional Investors, enabled the Company to diversify its funding sources and to optimise its financial structure. On 25 January 2018, the board of directors of the Company resolved to redeem prior to their maturity date, in cash at their principal amount, such equity linked bonds.

In 2017 Tecnimont Civil Construction S.p.A. and Met NewEn S.p.A. merged creating Neosia S.p.A. which operates in the design and construction of large-scale renewables sector plant (solar and wind) business. In the same year, Met Development S.p.A. has been incorporated mainly active in the promotion and development of initiatives in the petrochemical, chemical, fertilizers and gas sectors, in the performance of consultancy services and integrated engineering for the development of new technologies and intellectual works, in the execution consulting services and in the construction of complexes and industrial plants in general and infrastructure (so-called "Project Development").

On 21 April 2017 the board of directors of the Company resolved to issue two non-convertible debenture loans for a total nominal amount of Euro 20 million each which are still outstanding at the date of this Prospectus. For further information please see “Management and Corporate Governance – Bonds”.

GROUP STRUCTURE

Technology, Engineering & Construction

Infrastructure &

Civil Engineering

The following chart illustrates the main companies of the Group. In addition, the Group is present in 40 countries through approximately 50 operative companies.

Large-scale contracting in: Oil & Gas Polyolefins Fertilizers

Refining Hydrogen and Syngas

Production Sulphur Recovery

Fertilizers Technology

Infrastructure & Civil Engineering Renewable Energy

Business Unit

BUSINESS OF THE GROUP

The following is a description of the business activities of the Group. Management believes that a presentation of the business as that of the consolidated Group and not of individual Group companies is most representative of the business of the Issuer and its subsidiaries.

Industry and Market Position

The Group is a leading provider of engineering and construction, technology and licensing services worldwide. The Group’s activities mainly focus on the design, engineering and construction of plants for the oil, gas and petrochemicals and fertilizer processing industries. The Group is equipped to deliver large-scale renewable energy plants generating power from wind, solar, and biomass resources. The Group has also expertise in major infrastructure projects and can count on a workforce of approximately 5,400 employees along with approximately 3,000 additional Electrical & Instrumentation professionals. The Group is present in 40 countries through approximately 50 operating companies.

The Group is active in the whole EPC value chain through a technology driven value proposition, offering a broad range of services on an individual or combined basis. The services offered by the Group include: (a) project development consultancy, engineering services, such as market research and feasibility studies, environmental impact assessments, design, preliminary engineering and detailed engineering; (b) procurement of materials and equipment; and (c) construction services, comprising project management and execution, commissioning and technical assistance for operation and maintenance after the start-up of operations on a life-cycle basis. The Group also provides proprietary or third-party technologies for the design and manufacture of plants in the three segments of the hydrocarbon sector (Oil & Gas, Petrochemical and Fertilizers).

With regard to the Group’s Project Development services, the Group leverages a distinctive technology-driven model, in order to embrace early involvement in clients’ investment initiatives. In particular, Xxxxx Xxxxxxxxx promotes and develop gas monetization projects, offering a package that includes EPC implementation, help with arranging financing, product offtake, and minority equity participation. When needed, the Group can contribute with a direct equity investment in the initiative.

Revenues

The following table sets forth the Group’s consolidated revenues for the years ended 31 December 2016 and 2017 by business unit:

(in Euro thousands) Year ended 31 December 2017

Year ended 31

December 2016

Change December 2017

vs December 2016

Technology, Engineering & Construction

3,379,881

2,327,889

1,051,992

Infrastructure & Civil Engineering

144,408

107,537

36,871

Total

3,524,289

2,435,426

1,088,863

The following table sets forth the Group’s consolidated revenues for the years ended 31 December 2016 and 2017 by geographic area:

(in Euro thousands) Year ended 31 December

2017

Year ended 31 December 2016

December 2017 vs

December 2016

Total % Total %

Italy	364,496	10,3%	461,845	19,0%	(97,349)
Overseas Europe (EU)	261,905	7,4%	248,172	10,2%	13,733
Europe (non-EU)	745,765	21,2%	258599	10,6%	487,166
Middle East	1,143,224	32,4%	800364	32,9%	342,860
The Americas	122,454	3,5%	219,808	9,0%	(97,354)
Africa	335102	9,5%	152,058	6,2%	183,044
Asia	551,344	15,6%	294,580	12,1%	256,764

Total Consolidated Revenues

3,524,289 2,435,426 1,088,863

Backlog

As of 31 December 2016 and 2017, the Group’s backlog totaled approximately EUR 6,516.48 million and EUR 7,229.36 million, respectively.

The following table sets forth the value of the Group’s backlog for the years ended 31 December 2016 and 2017 by business unit:

	December 2017	December 2016	vs December 2016

Technology, Engineering & Construction	6,864,257	6,064,788	13,2%
Infrastructure & Civil Engineering	365,109	451,694	(19,2%)

Total	7,229,366	6,516,482	10,9%

(in Euro thousands) Year ended 31

Year ended 31

Change December 2017

The Group Business Units

The Group provides its services through two business units:

I. Technology, Engineering & Construction;

II. Infrastructure & Civil Engineering.

I. “Technology, Engineering & Construction” Business Unit designs and constructs plant for the oil transformation and for the “natural gas chain” (involving separation, treatment, liquefaction, transport, storage, regasification and compression and pumping stations); design and constructs oil refining industry plants; designs and constructs chemical and petrochemical industry plants for the production, in particular, of polyethylene and polypropylene (polyolefins), ammonia, urea and fertilizers; issues, in addition, within the fertilizer sector, licenses on patented technology and proprietary know-how to current and potential urea producers. Other major activities are related to the Sulphur recovery process, Hydrogen production and high-temperature furnaces. As of 31 December 2017, the Group’s backlog in the Technology, Engineering & Construction business unit was approximately 95% of the total backlog.

II. “Infrastructure & Civil Engineering” Business Unit - engaged in the design and construction of large-scale renewables sector plant (solar and wind) as well as in engineering and environmental services for major infrastructural and civil projects (such as roads and motorways, rail lines, underground and surface metro lines). The Group provides maintenance and facility management services. As of 31 December 2017, the Group’s backlog in Infrastructure & Civil Engineering business unit was approximately 5% of the total backlog.

Competition

In spite of the fact that there is a relatively large number of contractors active in the Oil Field Services space, the number of operators who are a real competitor to the Group is more limited. First of all, most of the contractors serve the Offshore and Upstream business areas, unlike the Group which is focused solely on Downstream and Onshore activities. Second, the technological component of the Group services offer further shrinks the real competitive arena.

That said, with respect to the Groups Oil, Gas and Petrochemical business unit, the Group’s principal competitors are: (i) Techinip, KBR, ThyssenKrupp, CB&I and Linde in the petrochemicals sector, (ii) Tecnicas Reunidas, Japan Gas Corporation, Petrofac, Saipem in the oil and gas sector and (iii) Saipem, Udhe and Toyo in the fertilizer sector.

In addition to the list above, the Group also competes with a number of operators from Asia who tend to have more generic contractor skills and do not usually carry a technological component in their offering. These operators include, among others, Samsung Engineering, GS, Hyundai, Daewoo, Sinopec, Xxxxxx & Toubro and Dodsal.

Employees

As of 31 December 2016, the Group employed 4,956 workers (of which 2,204 were in Italy, 252 in the rest of Europe, 2,448 in Asia, 19 in the Americas and 33 in Africa).

As of 31 December 2017, the Group employed 5,443 workers (of which 2,646 were in Italy and the rest of Europe, 2,711 in Asia, 18 in the Americas and 68 in Africa). The following table shows a breakdown of the Group companies’ employees by category as of the period indicated.

Employees (type)

As at 31 December 2016

As at 31 December 2017

Executives	533	587
Managers	1,744	1,879
White collars	2,580	2,857
Blue collars	99	120
Total	4,956	5,443

Key Clients

The Group’s top 10 clients for the two years ended 31 December 2016 and 2017 are: ADCO - Abu Dhabi company for Onshore Oil Operations (UAE) and ADGAS, Abu Dhabi Gas liquefaction company ltd (UAE), Total Italy, CDEEE (Dominican Republic), Socar Polymer LLC (Azerbaijan), Joint Stock Company Gazprom Neft (Russia), Joint-Stock Company Eurochem Northwest (Russia), Egyptian Chemical Industries Company Kima (Egypt), Lotos Asfalt (Poland), Petronas (Malaysia) and Orpic Plastic Llc (Oman).

For the year ended 31 December 2017, revenues from the Group’s top ten customers accounted for approximately 82,9% of the Group’s total consolidated revenues.

Legal and Arbitration Proceedings

Save as disclosed in this Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which the Issuer is aware), which may have, or have had during the 12 months prior to the date of this Prospectus, a significant effect on the financial position or profitability of the Issuer and the Group. In particular, the Group is subject to numerous risks relating to legal, governmental and regulatory proceedings to which the Group is currently a party or to which it may become a party in the future. The Group routinely becomes subject to legal, governmental and regulatory investigations and proceedings involving, among other things, requests for arbitration, allegations of improper allegation of defective design, defect in construction, lack of performances, injuries and damages to persons and properties, delay in completing the activity, quality problems, non- compliance with tax regulations and/or alleged or suspected violations of applicable laws, including environmental laws. There can be no assurance that the results of these or any other proceedings will not materially harm the Group’s business, reputation or brand. Moreover, even if the Group ultimately prevails on the merits in any such proceedings, it may have to incur substantial legal fees and other costs defending against the underlying allegations. For further information on the legal proceedings please see the financial statement for the year ended on 31 December 2017.

Innovation, environment and sustainability

In the current highly competitive O&G sector, innovation and sustainable development are crucial for the creation of value for the Group organization, for its clients and its communities. Combining diverse talents and investing in human capital and R&D have been part of the Group’s DNA for more than 50 years. Innovation is the conversion of new

concepts and insights into successful market applications. It can only be achieved by closely linking the identification of market opportunities with technical expertise development.

As innovation is also one of the Group’s main competitive advantages, it continuously focuses on R&D and its portfolio of proprietary innovative technologies in order to strengthen its position as a technology provider to the oil & gas, petrochemical and fertilizers industries.

With highest priority afforded to open innovation, the Maire Tecnimont Innovation Centre (MTIC) develops and increases its portfolio of patents across Group companies, leveraging and building on the Group’s existing experience and expertise. MTIC is responsible also for the protection of its patents and other intellectual property rights (proprietary know-how and software), mitigating the risks related to the expiration of patents, legal disputes and the leakage of proprietary know-how.

Maire Tecnimont actively scouts innovative technologies through a dedicated vehicle, MET Gas.

R&D projects follow the most advanced Project Management techniques within a new innovation strategy featuring a more efficient allocation of resources (human, financial, technological).

Strategy to Lead Technology Development

The Maire Tecnimont Group owns and manages valuable proprietary technologies and intellectual property pertaining to the refining, power, oil & gas, fertilizer, chemical and petrochemical sectors. Technological innovation and engineering improvement investment have increased in the 2015-2017 period and is likely to grow further over the coming years. Green, sustainable and environmental friendly technologies have high priority. Efforts are particularly focused on:

• Developing innovative end-products (e.g. controlled release fertilizers or micro nutrient rich fertilizers).

• Producing existing products from new / different raw materials (e.g. the production of Ethylene and Propylene from Natural Gas and Acid Gas purification technology to obtain pure methane from Natural Gas, rich in acidic components).

• Cutting plant investment and operational costs (e.g. “Ultra-Low energy urea plant” requiring 40% less steam for the production of urea, or the H2S cracking technology that cuts initial outlay by up to 30%, as well operating costs by up to 30%).

• Significantly reducing the impact of petroleum refinery, chemical and petrochemical plants on the environment (e.g. SO2 emission 1/10 reduction (compared to Best Available Technique “BAT”) with the new generation of Sulphur Recovery Unit, zero ammonia emission technology for urea plants and the ‘envirocare’ scrubbing technology that significantly cuts (5 times) the impact of urea dust emissions.

These goals are all achieved in partnership with several Group Sister Companies: Stamicarbon, MET Gas, Tecnimont and KT.

The Group is also developing an internal process innovation program in order to maintain its competitiveness on the market, while ensuring both improved engineering methodologies and cost reductions.

Collaboration with universities and research centers

The Group has a long history of collaboration with major universities, technology suppliers, research centers and commercial partners. Over recent years, the Group has stepped up its collaboration with top Italian and foreign universities, developing research projects and exchanging views and ideas and thus creating a strong bridge between the academic and industrial world. Xxxxx Xxxxxxxxx’x long-standing collaboration with the Xxxxx Xxxxxxxxxxx has been further strengthened through research project partnerships, in addition to teaching and the organization of seminars.

Licensing and Patent Portfolio

Technological advantage is a key strategic asset for the Group. The Maire Tecnimont Innovation Centre manages and develops the Group IP and innovation strategy, protecting the portfolio of patents and developed technologies.

In addition, the Group leverages on its IP assets and technological expertise to develop new commercial projects, technology alliances and licensing.

The Group maintains an Innovation Pipe Line (IPL) of projects to develop its proprietary knowledge to support future business. Dedicated Innovation Pipe Line sessions collect and assess innovative ideas. R&D and Innovation projects are promoted and further developed where they meet an industrial interest, have realistic development possibilities and are based on a business plan.

An incentive system features a bonus when an innovation leads to a patent filing or commercialisation. The Group delivers a number of innovation projects every year and actively cooperates with leading research centres and industrial partners to continuously improve the overall performance of its technologies.

The Group owns more than 1,100 patents, most of which in the area of urea and fertilizers, in addition to other areas. The Group’s patents and other intellectual property rights covering its products and services it offers, including trademarks, are key assets that are fundamental to the Group’s success and position.

Health, Safety and Environment

Maire Tecnimont during its long-lasting experience developed an innovative Health, Safety and Environment system that can be considered as the core value of the Group. Through an integrated HSE management system that is constantly updated, disseminated, checked and improved, Xxxxx Xxxxxxxxx achieved results that exceed the highest international standards. As an example, during 2016 a total of 29 million man-hours were worked in the Group’s construction sites worldwide, and the LTI (Lost Time Injuries) Frequency Index, the international parameter used to register events with interruptions of working activities, stood at a record value of 0.1, a result that is by far better than the international average of the Oil & Gas industry. Moreover, during the execution of the Integrated Gas Development project Habshan 5 (UAE), the Group achieved a worldwide milestone of accumulating 100 million safe man hours without a Lost Time Injury, an unprecedented record in EPC for the hydrocarbons industry.

Known trends affecting the Issuer and the industries in which it operates

Oil & Gas

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