DISCLOSURE DOCUMENT pursuant to article 84-bis, subsection 1, of the Regulations adopted by Consob by effect of Resolution n. 11971 dated May 14 1999, as subsequently amended and supplemented, regarding the STOCK GRANT PLAN OF ANSALDO STS S.P.A. 1 March 2010
Contents GLOSSARY...4 INTRODUCTION...5 1. RECIPIENTS...6 1.1 Names of Recipients of the Plan who sit on the Ansaldo Board of Directors and of a number of Group companies...6 1.2 Categories of employees or associates of Ansaldo and the Group who are Recipients of the Plan 6 1.3 Name of Recipients of the Plan who hold key executive positions in Ansaldo pursuant to article 152-sexies, subsection 1, letter c)-c.2 of the Issuers' Regulations...6 1.4 Description and identification of the number of Recipients of the Plan who are executives with regular access to inside information and who hold the power to make management decisions that may affect Ansaldo's evolution and future prospects, pursuant to article 152-sexies, subsection 1, letter c)-c.2 of the Issuers' Regulations...6 2. REASONS FOR ADOPTING THE PLAN...7 2.1 Goals of the Plan...7 2.2 Key variables and performance indicators...7 2.3 Criteria applicable to setting the number of Stocks to be granted...7 2.4 Reasons behind any decision to allocate payment plans based on financial instruments not issued by Ansaldo...7 2.5 Significant tax and accounting implications...7 2.6 Support for the Plan by the special Fund to motivate workers' participation in enterprise, pursuant to article 4, subsection 112, of law n 350 dated 24 December 2003, where applicable..7 3. APPROVAL PROCEDURE AND TIMING OF THE STOCK GRANT...8 3.1 Powers and functions granted to the Board of Directors by the Ordinary Shareholders' Meeting to implement the Plan...8 3.2 Parties appointed to administer the Plan...8 3.3 Plan review procedures in place...8 3.5 Role played by each Director in determining the features of the Plan...8 3.6 Date of the competent body s decision to submit the Plan and any Remuneration Committee proposal to the Shareholders approval...9 3.7 Date of the competent body s decision regarding the Stock Grant and any Remuneration Committee proposal...9 3.8 Market price of stock registered on the dates indicated in points 3.6 and 3.7...9 3.9 Measures taken by the Company in the event of possible coincidencee of the Stock Grant date or any relevant Remuneration Committee decisions with disclosure of information pursuant to article 114, subsection 1 of Legislative Decree n 58 dated 24 February 1998...9 2
4. STOCK FEATURES...10 4.1 Plan structure...10 4.2 Plan implementation period...10 4.3 Plan term...10 4.4 Maximum number of Stocks granted in 2010...10 4.5 Methods and clauses applicable to implementation of the Plan...10 4.6 Stock availability constraints...10 4.7 Possible decisive conditions in relation to the Plan if recipients conduct hedging transactions allowing them to neutralise any prohibition on sale of Stock Options or Stock...10 4.8 Consequences of termination of employment...10 4.9 Identification of any other causes for cancellation of the Plan...10 4.10 Reasons to plan redemption of Options and/or Stocks...10 4.11 Any loans or other favourable terms for the purchase of Stocks...11 4.12 Assessment of the expected cost to Ansaldo as of the Stock Grant date...11 4.14 Any limits on exercise of voting rights and assignment of property rights pertaining to the Stocks 11 4.15 Information on Stocks not negotiated on regulated markets...11 3
Glossary Ansaldo Stocks Remuneration Committee S.p.A. Ordinary Ansaldo stocks serving the Plan. The Remuneration Committee set up in the Ansaldo Board of Directors pursuant to art. 7 of the Corporate Governance Code adopted by Borsa Italiana S.p.A. Recipients Recipients of the plan as identified by the Board of Directors and the Remuneration Committee. Disclosure Document This disclosure document, written pursuant to and for the purposes of article 84-bis, subsection 1, of the Issuers' Regulations. Group Ansaldo and its Subsidiaries. Plan The Plan for free assignment of Stocks for the years 2010-2012, approved by the Ansaldo Board of Directors on 1 March 2010. Issuers Regulations The Regulations adopted by Consob by effect of Resolution n. 11971 dated May 14 1999, as subsequently amended and supplemented. Company Ansaldo. Subsidiary A company in which Ansaldo holds the controlling share pursuant to art. 2359 of the Italian Civil Code. 4
INTRODUCTION The Disclosure Document is published to provide Company Shareholders and the market with detailed information about the general conditions of the Plan, in compliance with the provisions of article 84-bis of the Issuers' Regulations. The general public may consult the Disclosure Document in Ansaldo's registered office in Genoa, Via Paolo Mantovani, 3-5, and on the Company's internet site www.ansaldosts.com. The Disclosure Document has also been sent to Borsa Italiana S.p.A. and to Consob. As specified in more detail in the Disclosure Document, some aspects of the Plan will be decided by the Board of Directors after consultation with the Remuneration Committee, implementing the power of attorney that it was granted in the Company's general shareholders' meeting and in compliance with the principles decided thereof. The Company will publish the resolutions passed by the Board of Directors for the general public under the terms and conditions set out in article 84-bis, subsection 5 of the Issuers' Regulations. The General Shareholders' Meeting called to decide on the Plan has been called for 22 April 2010 in the first call and, if necessary for 23 April 2010 in the second call. 5
1. RECIPIENTS 1.1 Names of Recipients of the Plan who sit on the Ansaldo Board of Directors and of a number of Group companies No members of the company Board of Directors and/or of Group companies are recipients of the Plan. 1.2 Categories of employees or associates of Ansaldo and the Group who are Recipients of the Plan The Plan is directed to executives and managers (or like categories according to the applicable law in the countries the other companies in the Group are registered in) of SpA and/or of the group companies identified by the Board of Directors after consultation with the Remuneration Committee. These employees will be identified from those who participate in projects that the Board of Directors after consultation with the Remuneration Committee, considers particularly significant to achieve the strategic results of the Group (the Project ), in light of the part and responsibility they take on within the same Project. These individuals shall be named after approval of the Plan by the Company General Shareholders' Meeting. 1.3 Name of Recipients of the Plan who hold key executive positions in Ansaldo pursuant to article 152-sexies, subsection 1, letter c)-c.2 of the Issuers' Regulations Not applicable since the Company has not appointed general managers. 1.4 Description and identification of the number of Recipients of the Plan who are executives with regular access to inside information and who hold the power to make management decisions that may affect Ansaldo's evolution and future prospects, pursuant to article 152- sexies, subsection 1, letter c)-c.2 of the Issuers' Regulations At the moment none of the Recipients of the Plan are persons who are considered relevant persons as defined under article 152-sexies, subsection 1, letter c)-c.2 of the Issuers' Regulations. Still, the Board of Directors, on proposal by the Remuneration Committee may name as Recipients, persons who are considered relevant persons as defined under article 152-sexies, subsection 1, letter c)-c.2 of the Issuers' Regulations. These nominations shall be revealed to the general public pursuant to article 84- bis, subsection 5, letter a), of the Issuers' Regulations. 6
2. REASONS FOR ADOPTING THE PLAN 2.1 Goals of the Plan The Plan's most important goals are: - involving and motivating Recipients to achieve the Company and Group goals, encouraging the creation of value; - sharing the increase in value predicted for the Company by the execution of the Plan with the growing professionalism in the Group; - promoting fidelity among Group resources, giving them incentives to stay with the Group; - protecting the Group's competitiveness in the labour market. 2.2 Key variables and performance indicators The Stock Grant is subject to certain conditions represented by performance goals which will result in suspension if not met. The Board of Directors after consultation with the Remuneration Committee, will determine these goals from time to time according to the Project. These goals will have a management or economic and financial nature and will be identified by ROE, ROI, Free Cash Flow, EBITDA, Net profit or other economic and financial or management performance indicators of the Company. Other detailed and objective goals relating to single Projects may also be established. 2.3 Criteria applicable to setting the number of Stocks to be granted The Board of Directors after consultation with the Remuneration Committee, will grant the number of Stocks to each Recipient on the basis of the role and responsibility of each Recipient within the project. 2.4 Reasons behind any decision to allocate payment plans based on financial instruments not issued by Ansaldo Not applicable. 2.5 Significant tax and accounting implications No particular tax and/or accounting implications affected the definition of the Plan. 2.6 Support for the Plan by the special Fund to motivate workers' participation in enterprise, pursuant to article 4, subsection 112, of law n 350 dated 24 December 2003, where applicable Not applicable. 7
3. APPROVAL PROCEDURE AND TIMING OF THE STOCK GRANT 3.1 Powers and functions granted to the Board of Directors by the Ordinary Shareholders' Meeting to implement the Plan At the Ansaldo Ordinary Shareholders Meeting, when asked to pass resolutions regarding the plan, it will be proposed to grant the Board of Directors and its Chairman and Chief Executive Officer (CEO) separate powers to perform all actions required for tangible implementation of the Plan, to be exercised in compliance with the principles established by the Meeting and set out in the Disclosure Document. 3.2 Parties appointed to administer the Plan The body responsible for making decisions relating to the Plan without prejudice to the prerogatives of the Shareholders Meeting is the Company s Board of Directors, which supervises the operative management of the Plan and applies the rules stated in the implementation regulations. The Board of Directors, and on behalf of it the Chairman or the CEO may also appoint the Remuneration Committee to implement the Plan and make any amendments to it. The Remuneration Committee may specifically: (i) without prejudice to what is set out in the subsection above, identify any other Plan recipients as proposed by the CEO; (ii) grant Stocks, identifying the performance goals on which the grant is conditional and the criteria for measuring these; (iii) ensure that the requirements for participation in the Plan remain in effect for the entire duration of the Plan; (iv) define the parameter determining the number of Stocks granted, in the event that the recipients do not remain in office for the entire duration of the Plan period; (v) determine achievement of performance goals and determine the number of Stocks to grant to each recipient on the basis of these results. 3.3 Plan review procedures in place Considering that the Plan Regulation will be approved by the Board of Directors, on proposal of the Remuneration Committee after the Ordinary Shareholders' Meeting called to approve the Plan, no provision has been currently made for Plan review procedures. 3.4 Methods used to determine availability and granting of Stock Stock shall be made available using already issued stock, to be purchased pursuant to article 2357 et seq. of the Italian Civil Code, or stock already owned by the Company. As regards this, please note that one of the items on the agenda of the ordinary shareholders' meeting called to decide on the Plan is to authorise the purchase and availability of its treasury shares also set aside for the Plan. For more information on the proposal to purchase and dispose of treasury shares, refer to the report prepared by the Board of Directors pursuant to articles 73 of the Issuers' Regulations and article 3 of Ministerial Decree n 437 of 5 November 1998, available for consultation in the Company's offices or on its internet site, www.ansaldo-sts.com. 3.5 Role played by each Director in determining the features of the Plan 8
The entire process of defining the features of the Plan was performed jointly and with the support of the Committee s proposals and consultation, pursuant to the recommendations of the Corporate Governance Code for listed companies promoted by Borsa Italiana S.p.A. and with corporate best practices in this area. 3.6 Date of the competent body s decision to submit the Plan and any Remuneration Committee proposal to the Shareholders approval The Board of Directors resolved to submit the Plan to the Shareholders for approval on 1 March 2010. The proposal of the Remuneration Committee is dated 1 March 2010. 3.7 Date of the competent body s decision regarding the Stock Grant and any Remuneration Committee proposal The decision as regards granting the Stock shall be made after the Ordinary Shareholders' Meeting called to approve the Plan. 3.8 Market price of stock registered on the dates indicated in points 3.6 and 3.7 The market price of Company stocks registered on the dates shown in point 3.6 above is indicated below: official price of the Ansaldo stock on the Electronic Stock Market (MTA) organised and operated by Borsa Italiana S.p.A. on 1 March 2010: Euro 14.36793. 3.9 Measures taken by the Company in the event of possible coincidence of the Stock Grant date or any relevant Remuneration Committee decisions with disclosure of information pursuant to article 114, subsection 1 of Legislative Decree n 58 dated 24 February 1998 Please note that it was not necessary to prepare any measures of this kind as Stock will only be granted when certain goals are reached at a later time. It follows that any disclosure of privileged information coinciding with the date of the Stock Grant would have no influence on Plan Recipients, for at that point it will no longer be possible for them to conduct any transactions in Stock, which will be handed over after they are granted. 9
4. STOCK FEATURES 4.1 Plan structure The Plan involves the free granting ( stock grant ) of up to 250,000 Stocks subject to reaching performance goals as set out in point 4.5 below. 4.2 Plan implementation period The Plan implementation period is 2010-2012. 4.3 Plan term As indicated above, the Plan implementation period is 2010-2012. If the performance goals as set out in point 4.5 above are reached, Stocks for the last year of the Plan will be granted in 2013. 4.4 Maximum number of Stocks granted in 2010 No stocks shall be granted during the 2010 financial year. 4.5 Methods and clauses applicable to implementation of the Plan The Stock Grant is subject to reaching certain conditions represented by performance goals which will result in suspension if not met. The Board of Directors after consultation with the Remuneration Committee, will determine these goals from time to time according to the Project (see point 2.2 of the Disclosure Document).. After identifying each Project, the Board of Directors after consultation with the Remuneration Committee, will identify (i) the Recipients connected to that Project, (ii) the performance conditions, as indicated above, applicable to that Project, (iii) the period of control of the aforesaid conditions that in any case shall coincide with approval of the budget and (iv) if those conditions occur, the Stock Grant date. 4.6 Stock availability constraints No provision is made for Stock availability constraints. 4.7 Possible decisive conditions in relation to the Plan if recipients conduct hedging transactions allowing them to neutralise any prohibition on sale of Stock Options or Stock Not applicable. 4.8 Consequences of termination of employment The consequences of termination of employment shall be set out in the Plan Regulations, to be approved by the Board of Directors after consultation with the Remuneration Committee, following the ordinary general shareholders' meeting called to approve the Plan. 4.9 Identification of any other causes for cancellation of the Plan Any causes for cancellation of the Plan shall be indicated in the Plan Regulations, to be approved by the Board of Directors after consultation with the Remuneration Committee, following the ordinary general shareholders' meeting called to approve the Plan. 4.10 Reasons to plan redemption of Options and/or Stocks 10
No provision is made for any form of redemption of the Stocks by the Company. 4.11 Any loans or other favourable terms for the purchase of Stocks Not applicable. 4.12 Assessment of the expected cost to Ansaldo as of the Stock Grant date Based on the official price of Ansaldo stock on the Electronic Stock Market (MTA) organised and operated by Borsa Italiana S.p.A. at 26 February 2010, the maximum expected cost to Ansaldo at the date of the Disclosure Document, considering the maximum number of Stocks that may be granted, equals about Euro 3,505,810.00. 4.13 Possible dilutive effects of the Plan Considering that the same ordinary shareholders' meeting called to decide on the Plan was also called to authorise the Board of Directors to purchase and dispose of its treasury shares partly to serve the company's bonus plans, there are no current dilutive effects. 4.14 Any limits on exercise of voting rights and assignment of property rights pertaining to the Stocks The Stock granted comes with all dividend rights, since there are no limits to the exercise of corporate or property rights pertaining to them. 4.15 Information on Stocks not negotiated on regulated markets Not applicable. Below is a table summarising the implementation of the free stock grant of 2008-2010 decided by the general shareholders' meeting held on 1 April 2008 and implemented by the Company's Board of the Directors. For the Board of Directors Chairman (Alessandro Pansa) 11
PAYMENT PLAN BASED ON FINANCIAL INSTRUMENTS Table n 1 of schedule 7 of Annex 3 A to Regulation n 11971/1999 Name or category Job Title GRANT 2009 - BOX 1 Financial instruments other than options (STOCK GRANT) Section 1 Instruments relative to plans currently being validated, approved on the basis of preceding resolutions passed by the Shareholders' Meeting Date of Shareholders' resolution Description of instrument Number of financial instrument granted by competent body (Remuneration Committee) Date of grant by competent body (Remuneration Committee) Any purchase price of instruments Market price at grant date (01.12.2009) Term of restriction of sale of instruments Sergio De Luca S.p.A. 01/04/2008 S.p.A. stocks 15.916 06/03/2009 13,468 Alan Calegari USA 01/04/2008 S.p.A. stocks 10.532 06/03/2009 13,468 Dominique Athanassiadis France S.A. 01/04/2008 S.p.A. stocks 3.003 06/03/2009 13,468 Lyle Jackson Australia Pty Ltd. 01/04/2008 S.p.A. stocks 10.409 06/03/2009 13,468 Executives of Ansaldo STS and of companies in the Group (36) ---- 01/04/2008 S.p.A. stocks 143.575 06/03/2009 13,468
Name or category Job Title GRANT 2010 - BOX 1 Financial instruments other than options (STOCK GRANT) Section 1 Instruments relative to plans currently being validated, approved on the basis of preceding resolutions passed by the Shareholders' Meeting Date of Shareholders' resolution Description of instrument Number of financial instrument granted by competent body (Remuneration Committee) Date of grant by competent body (Remuneration Committee) Any purchase price of instruments Market price at grant date Term of restriction of sale of instruments Sergio De Luca S.p.A. 01/04/2008 S.p.A. stocks 15.916 01/03/2010 N.D. Alan Calegari USA 01/04/2008 S.p.A. stocks 10.532 01/03/2010 N.D. Dominique Athanassiadis France S.A. 01/04/2008 S.p.A. stocks 3.003 01/03/2010 N.D. Lyle Jackson Australia Pty Ltd. 01/04/2008 S.p.A. stocks 10.409 01/03/2010 N.D. Executives of Ansaldo STS and of companies in the Group (53) ---- 01/04/2008 S.p.A. stocks 189.429 01/03/2010 N.D. 13