A Genoa, 5 April 2011 Shareholders meeting approves 2010 results 2010 annual results approved Dividend of EUR 0.28 per share approved New directors and statutory auditors appointed: Alessandro Pansa confirmed as Chairman of the Board 2011 Stock Grant Plan approved Purchase and sale of own shares authorised Auditing firm's fees adjusted Amendment to shareholders meeting regulations approved Amendment to articles of association approved The shareholders of Ansaldo STS SpA (STS.MI), meeting in Genoa today under the chairmanship of Alessandro Pansa, approved the company accounts for 2010, together with the proposal put forward by the Board of Directors to pay a dividend of EUR 0.28 per share. KEY FIGURES 2010 Ansaldo STS reported a consolidated net profit of EUR 94.9 million in 2010, an increase of 8.1% versus the figure of EUR 87.8 million registered in 2009. Parent company net profit for 2010 was EUR 84 million (9.8% of revenues), versus EUR 56.8 million (7.9% of revenues) in 2009. The positive results achieved in 2010 were confirmed by a consolidated EBIT figure of EUR 137.1 million (EUR 125.1 million in 2009), corresponding to an EBIT margin (ROS) of 10.7%. In 2010, the Ansaldo STS group registered a value of production of EUR 1,283.7 million, an increase of 9.2% (versus EUR 1,175.5 million in 2009). The order backlog at 31 December 2010 was EUR 4,551.7 million, an increase of 21.1% on the figure of EUR 3,759.7 million in 2009. New orders in the year came in at EUR 1,985.0 million, a rise of 11.1% from EUR 1,786.1 million in 2009. Al 31 December 2010, the Group had a net cash position of EUR 318.2 million, a rise of 14.1% from EUR 278.9 million at end-2009.
ALLOCATION OF PROFIT FOR THE YEAR The shareholders meeting approved the proposal put forward by the Board of Directors regarding the allocation of profit for the year. The Board proposed the payment of a dividend of EUR 0.28, gross of withholding tax, for each of the 119,972,800 shares with dividend rights, therefore excluding 27,200 own shares held by the company. The total amount to be paid in dividends is therefore EUR 33,592,384.00, and corresponds to approximately 56% of the share capital and about 36% of the Group s consolidated profit for 2010. The dividend will be paid from 26 May 2011, with ex-date (coupon no. 5) on 23 May 2011. The remaining portion of the earnings, totalling EUR 50,397,817.19 million, has been carried forward. No provision was made to the legal reserve, given that this reserve already totals EUR 12,000,000.00, equal to 20% of the share capital, the maximum pursuant to article 2430 of the Italian Civil Code. The size of the dividend per share (EUR 0.28) is in absolute terms lower than the dividend per share paid in 2010 (EUR 0.31), but overall, the size of the dividend pay-out (approximately EUR 33,600,000) is greater than the one distributed in 2010 (around EUR 31,000,000) owing to the issue of 20,000,000 new shares on 5 July 2010, in partial implementation of the free capital increase decided on last year. Based on the share capital before 5 July 2010, the dividend for 2010 would correspond to EUR 0.336 per share, an increase of 8.4% versus that paid out in 2010. The size of the dividend proposed and the increase compared to the pay-out in 2010 are based on growth in the Group s consolidated results over the last year, and the amount is compatible with the cash flow generated by normal operations. APPOINTMENT OF THE BOARD OF DIRECTORS The shareholders meeting voted on the appointment of the Board of Directors, who will be in office until the shareholders meeting that will be called to approve the 2013 accounts. The following were appointed: Alessandro Pansa, Sergio De Luca, Paola Girdinio, Giancarlo Grasso, Filippo Giuseppe Maria Milone, Attilio Salvetti (drawn from the list submitted for by majority shareholder Finmeccanica), Maurizio Cereda (drawn from the list submitted jointly for by minority shareholders Mediobanca Banca di Credito Finanziario S.p.A. and Banca IMI S.p.A.) and Giovanni Cavallini and Tatiana Rizzante (drawn from the list submitted jointly for by minority shareholders Allianz Global Investor Italia SGR, manager of the fund fondo Allianz Azioni Italia; Anima SGR, manager of the funds Europa, Iniziativa Europa, Italia, Visconteo; Arca SGR, manager of the funds Arca Azioni Italia and Arca BB; Fidelity Investment Funds- European Fund; Fideuram Investimenti SGR, manager of the fund Fideuram Italia; Fideuram Gestions SA, manager of the funds Fonditalia Equity Italy and Fideuram Fund Equity Italy; Interfund Sicav, manager of the fund Interfund Equity Italy; Mediolanum Gestione Fondi SGRpA, manager of the fund Mediolanum Flessibile Italia; Mediolanum International Funds - Challenge Funds; Pioneer Asset Management SA; Pioneer Investment Management SGRpA, manager of the fund Pioneer Azionario Crescita; Prima SGR, manager of the fund Prima Geo Italia). Alessandro Pansa was confirmed Chairman of the Board of Directors. 2
Directors Paola Girdinio, Filippo Giuseppe Maria Milone, Attilio Salvetti, Maurizio Cereda, Giovanni Cavallini and Tatiana Rizzante certified that they meet the requirements of independence established in article 148, paragraph 3 of the TUF (applicable pursuant to paragraph 4, article 147-ter of the TUF), in the Code of Conduct adopted by Borsa Italiana SpA, as well as the other applicable legislation in force. The directors curricula vitae are available on the company's website www.ansaldo-sts.com. APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS The shareholders meeting also voted on the appointment of the Board of Statutory Auditors, who will be in office until the shareholders meeting that will be called to approve the 2013 accounts. Giacinto Sarubbi, Massimo Scotton and Renato Righetti were appointed as statutory auditors and Bruno Borgia and Pietro Cerasoli as deputy auditors. Massimo Scotton, Renato Righetti and Pietro Cerasoli were drawn from the list submitted for by majority shareholder Finmeccanica, while Giacinto Sarubbi and Bruno Borgia were drawn from the list submitted jointly for minority shareholders Allianz Global Investor Italia SGR, manager of the fund Allianz Azioni Italia; Anima SGR, manager of the funds Europa, Iniziativa Europa, Italia, Visconteo; Arca SGR, manager of the funds Arca Azioni Italia and Arca BB; Fidelity Investment Funds-European Fund; Fideuram Investimenti SGR, manager of the fund Fideuram Italia; Fideuram Gestions SA, manager of the funds Fonditalia Equity Italy and Fideuram Fund Equity Italy; Interfund Sicav, manager of the fund Interfund Equity Italy; Mediolanum Gestione Fondi SGRpA, manager of the fund Mediolanum Flessibile Italia; Mediolanum International Funds - Challenge Funds; Pioneer Asset Management SA; Pioneer Investment Management SGRpA, manager of the fund Pioneer Azionario Crescita; Prima SGR, manager of the fund Prima Geo Italia. Giacinto Sarubbi is Chairman of the Board of Auditors. The auditors curricula vitae are available on the company's website www.ansaldo-sts.com. 2011 INCENTIVE SCHEME The ordinary shareholders meeting approved the proposal for a new Stock Grant Plan (SGP) 2011, under which Ansaldo STS shares will be awarded to the Chief Executive Officer of the company and to a maximum number of 59 managers deemed to be key personnel for Ansaldo SpA and/or Group companies. The main objectives of the plan are as follows: - to involve and stimulate directors and managers whose activities are deemed vital to meeting the Group s objectives - to communicate the company s wish to share with the Group s key professionals the expected increase in the value of the company - to foster loyalty among the Group s key resources, providing them with an incentive to remain with the company. The granting of the shares is subject to certain suspensive conditions that take the form of performance objectives to be identified by the Board of Directors, on the advice of the Remuneration Committee, from among the following: EVA (Economic Value Added), Free 3
Operating Cash Flow and the performance of the Ansaldo stock against the FTSE Italia All Share index. The number of shares to be granted to each beneficiary will be determined by the Board of Directors, on the advice of the Remuneration Committee, based on the role and responsibilities assumed by each beneficiary within the Group. In light of the fact that regulatory provisions are currently being drawn up on the remuneration of directors and managers with strategic responsibilities (in particular with regard to companies listed on the STAR segment of the Italian stock exchange), the plan will last for one year, to enable the company, starting from 2012, to comply with any regulatory provisions which will be issued. The Board of Directors decided that a maximum of 400,000 shares will be available for the plan. These will be shares already issued, to be purchased in accordance with article 2357 et seq. of the Italian Civil Code, or shares already owned by the company. PURCHASE AND SALE OF OWN SHARES Also this year, the shareholders meeting then authorised the Board of Directors to buy and sell own shares, in accordance with applicable legislation and in line with accepted market practices as recognised by Consob, for the following purposes: - allocation to stock grant schemes approved by the company; - as part of transactions relating to ordinary operations and industrial projects in line with the company s strategic guidelines, which may also include exchanges, transfers or other disposals relating to industrial projects or extraordinary financing operations; - in order to support market liquidity. The authorisation to buy own shares is required for a period of 18 months starting from the date of approval by the shareholders. The authorisation to sell shares is required for an unlimited period. In line with the action taken last year, purchases of own shares can be carried out via one or more transactions up to the maximum amount permitted by law, i.e. up to 20% of share capital. The share purchase operations must be carried out in accordance with article 132 of Legislative Decree 58/1998, article 144-bis of the Issuer Regulations, and other applicable legislation, and in line with accepted market practices, as recognised by Consob, and the shares must be purchased under the price conditions specified in article 5, paragraph 1 of European Commission Regulation (EC) no. 2273/2003 of 22 December 2003. Price of the shares in sales transactions, and in particular the sale of own shares, must not be 10% lower than the one recorded on the Italian stock exchange in the session prior to each operation. The shares allocated to the incentive schemes approved by the company shall be assigned according to the procedures and terms set out in the plans regulations. In the event that the shares are used in, exchanges, transfers or any other disposals not in cash, the financial terms of the transaction shall be determined according to its nature and characteristics, also taking into account the performance of the Ansaldo STS share on the market. If the shares are used to carry out activities to support market liquidity, the sales must take place in accordance with the criteria set out in the Consob resolution on accepted market practice. 4
The company currently holds 27,200 Ansaldo STS shares, equivalent to 0.02267% of the share capital. ADJUSTMENT OF AUDITING FIRM'S FEES The shareholders meeting voted, on the proposal of the Board of Statutory Auditors, to adjust the fees paid to PricewaterhouseCoopers SpA for the auditing services provided, as a result of the increase in the services required, for 2010 2011, in relation to the migration of data on the new applications of SAP and Hyperion components, and for 2010 alone, also in relation to specific auditing procedures of the reporting package of the Joint Venture Kazakhstan TZ Ansaldo STS Italy Limited Liability Partnership. AMENDMENT TO THE SHAREHOLDERS MEETING REGULATIONS The shareholders meeting also voted to amend articles 2, 4, 5, 9, 10, 11 and 16 of the shareholders meeting regulations in order to bring them into line with Legislative Decree 27 of 27 January 2010, which transposed directive 2007/36/EC of 11 July 2007 regarding shareholders rights. AMENDMENT TO THE ARTICLES OF ASSOCIATION The extraordinary shareholders meeting approved amendments to articles 11 and 15 of Section IV (Shareholders Meeting), and article 23 of Section V (Board of Directors - Representation) of the company s articles of association, in order to include certain changes introduced by Legislative Decree 27 of 27 January 2010, which transposed directive 2007/36/EC of 11 July 2007 regarding shareholders rights, and in order to include in the articles of association the provisions necessary to ensure the full effectiveness of the measures contained in articles 6.2.2 (ii), 6.2.5 and 10.2, letter (d), of the procedure adopted by the company, pursuant to the Consob regulation enacted with resolution 17221/2010, as amended, regarding transactions with related parties. 5
Alberto Milvio, the director responsible for drafting the company s accounting statements, hereby declares, pursuant to article 154-bis, paragraph 2 of the TUF, that the information contained in this press release accurately represents the figures in the Group s accounting records. Media Contact: Ansaldo STS Roberto Alatri, tel. +39 347 4184430 roberto.alatri@ansaldo-sts.com Investor Relations Officer: Andrea Razeto, tel. +39 010 6552068 andrea.razeto@ansaldo-sts.com PMS Giancarlo Fre, tel. +39 06 48905000 g.fre@pmsgroup.it Andrea Faravelli, tel. +39 02 48000250 a.faravelli@pmsgroup.it NB: The management of Ansaldo STS also assesses the business and financial performance of the Group and its business segments based on a number of indicators not provided for by IFRS. As required by CESR recommendation CESR/05-17 b, the components of each of the non-gaap alternative performance indicators used in this press release are defined below. EBIT: i.e. earnings before interest and tax, with no adjustments. It excludes income and expenses relating to the operations of unconsolidated subsidiaries and securities, and gains/losses on any sales of consolidated shareholdings, which are recorded under financial income and expenses, or in the case of income/expenses relating to shareholdings accounted for using the equity method, under the item effect of accounting for shareholdings using the equity method. EBIT margin (ROS): is calculated as the ratio of EBIT to revenues. Free operating cash flow (FOCF): this is the sum of the cash flows generated by/used in operations, cash flow generated by/used in investments in or disposals of tangible and intangible assets and shareholdings, net of cash flows from the purchase/sale of shareholdings that, due to their nature or size, are considered strategic investments. 6