Astaldi : PRESS RELEASE

This translation from the Italian original is for reference purposes only. In the event of any discrepancy, the Italian original shall prevail.

PRESS RELEASE

INFORMATION REQUESTED BY CONSOB PURSUANT TO ART. 114 OF ITALIAN LEGISLATIVE DECREE NO. 58/1998 (CONSOLIDATED FINANCE ACT - TUF)

Rome, 24 April 2019 - At CONSOB1's request pursuant to art. 114 of Italian Legislative Decree no. 58/1998 ("Consolidated Finance Act - TUF"), Astaldi S.p.A. (hereinafter also "Company" or "Parent") provides the following information.

Introduction

The composition with creditors of Astaldi S.p.A.

On 28 September 2018, Astaldi S.p.A. filed with the insolvency section of the Civil Court of Rome an application for composition with creditors pursuant to art. 161, subsection 6, of the Italian Insolvency Law (hereinafter also the "Composition Application"), aimed at submitting a proposal of composition with creditors on a going concern basis pursuant to art. 186-bis of the Italian Insolvency Law.

The Court, with decree dated 17 October 2018, granted the Company a term of sixty (60) days for filing with the Registry of the Court the proposal (hereinafter also the "Proposal") of the plan (hereinafter the "Composition Plan" or the "Plan", which includes the Company's business and financial plan) and of the documents as per subsections 2 and 3 of art. 161, of Italian Insolvency Law, or the submission of the application for the approval of an agreement for debt restructuring pursuant to art. 182-bis, of Italian Insolvency Law, appointing Prof. Stefano Ambrosini, attorney- at-law, Vincenzo Ioffredi, attorney-at law and Francesco Rocchi as judicial commissioners with the task of supervising Astaldi's activity. In consideration of the complexity of the activities to prepare the composition plan and the relevant proposal to creditors, it must be noted that on 11 December 2018 the Company made an application to the Court of Rome requesting, pursuant to art. 161, last subsection, of the Italian Insolvency Law, a postponement of sixty (60) days of the term otherwise expiring on 16 December 2018, for submitting the composition proposal and plan, as well as additional documents as per art. 161, subsections 2 and 3, of the Italian Insolvency Law. With decree of 18 December 2018, the Court of Rome authorised the postponement requested, setting the deadline of the above- mentioned term at 14 February 2019. At the expiry of the afore-mentioned term, the Company's Board of Directors, having received an offer from Salini Impregilo ("SI"), approved the submission of the plan and proposal arranging at the same time the filing with the Court of Rome of the petition regarding the admission to the procedure of composition with creditors on a going concern basis pursuant to articles 161 and 186- bis of R.D. no. 267/1942 as subsequently modified and supplemented.

1Italian Companies and Stock Exchange Commission.

1

This translation from the Italian original is for reference purposes only. In the event of any discrepancy, the Italian original shall prevail.

The financial manoeuvre underlying the Composition Plan and Proposal

As already outlined in the press release of 14 February 2019, the financial manoeuvre underlying the Composition Plan and Proposal, developed on the basis of the offer submitted by SI, provides for the following:

(i)a cash capital increase reserved to SI equal to EUR 225 million, to be used for paying preferential and pre- deductible claims, as well as to be used for the business continuity plan;

(ii)partial satisfaction of unsecured creditors assigning them Astaldi newly-issued shares and Participating Equity Financial Equity Instruments which will give the right to said creditors of benefitting of the net revenue resulting from the liquidation of specific assets included in the items to be liquidated.

The non-core assets which, in the items to be liquidated, are object of segregation include (i) the concession business unit with the projects relative to the Third Bosphorous Bridge, Gebze-Orhangazi-Izmir Motorway and Etlik Integrated Health Campus in Ankara (Turkey), Arturo Merino Benitez International Airport and Felix Bulnes Hospital in Santiago (Chile), (ii) accounts receivable in Venezuela, and (iii) the main office building located in Rome.

Following Astaldi's total capital increase (equal to approximately EUR 323.5 as a whole), it should be noted that:

∙SI will hold an equity investment in Astaldi of approximately 65%;

∙Astaldi's unsecured creditors will hold an equity investment in Astaldi equal to approximately 28.5%;

∙current Astaldi shareholders will hold a residual equity investment in Astaldi of approximately 6.5%.

The offer submitted by SI is subject, inter alias, to the admission and subsequent approval of the Composition Proposal, obtainment of the authorisations required by law, absence of events putting at risk the feasibility of Astaldi's financial business plan on a going concern basis, the contribution by long-term investors for the allocation of own resources needed for the transaction and willingness of banking system to grant Astaldi the cash and guarantee credit lines required for the financial and operating stabilisation of the Company as provided for in the plan.

The companies controlled by the Issuer - N.B.I. S.p.A. (hereinafter "NBI")

On 5 November 2018, NBI S.p.A.2 (fully controlled by Astaldi S.p.A.) submitted an application for admission to the procedure of composition with creditors pursuant to art. 161, subsection 6, of the Italian Insolvency Law. With decree dated 10 December 2018, the Court of Rome assigned NBI a term of 120 days for submitting the final proposal, the composition plan and additional documents provided for by the law. With the same decree dated 10 December 2018, the Court appointed Prof. Francesco Macario, attorney-at-law and Carlo Ravazzin as judicial commissioners. In consideration of the complexity of the activities for preparing the composition plan and the relevant proposal to the creditors, it should be noted that on 5 April 2019 NBI S.p.A. filed an appeal to the Court of Rome requesting, pursuant to art. 161, last subsection, of the Italian Insolvency Law, a postponement of sixty (60) days of the term, otherwise expiring on 8 April 2019, for submitting the composition proposal and plan, in addition to other documents as per art. 161, subsections 2 and 3, of the Italian Insolvency Law. With decree dated 16 April 2019, the Court of Rome authorised the postponement requested setting the deadline of the above-mentioned term at 7 June 2019.

a)Net Financial Position of Astaldi S.p.A. and Astaldi Group at 31 December 2018, with highlighting of short- term items separately from medium/long-term items.

At 31 December 2018, Astaldi Group recorded a Net Financial Debt (as per ESMA memorandum dated 10 February 2005) of EUR 2,188.4 million (EUR 2,013.1 million at 30 September 2018) and Comprehensive Net Financial Debt of EUR 2,047.0 million (EUR 1,862.7 million at 30 September 2018).

2Company of Astaldi Group operating in the plant engineering and facility management segment.

2

This translation from the Italian original is for reference purposes only. In the event of any discrepancy, the Italian original shall prevail.

At the same date, Astaldi S.p.A. recorded a Net Financial Debt (as per ESMA memorandum dated 10 February 2005) of EUR 2,192.8 million (EUR 2,039.4 million at 30 September 2018) and a Comprehensive Net Financial Debt of EUR 2,158.7 million (EUR 2,017.3 at 30 September 2018).

It is preliminarily noted that following the filing on 28 September 2018 of the application of a proposal of composition with creditors with reservation pursuant to art. 161, subsection 6, of R.D. of 16 March 1942, no. 267 as subsequently modified and amended (the "Italian Insolvency Law"), the financial liabilities directly referred to Astaldi S.p.A. have been completely classified in the short-term items3 of Net Financial Position.

The Net Financial Position at 31 December 2018 of Astaldi Group and Astaldi S.p.A. is shown below:

Consolidated Net Financial Position at 31 December 2018(figures shown in thousands of Euro)

							31/12/2018		30/09/2018
	A		Cash and cash equivalents				214,979		221,706
	B		Current loan assets				41,579		50,912
	C		Bank loans and borrowings				(1,504,229)		(1,428,776)
	D		Bonds				(907,068)		(907,068)
	E		Other loans and borrowings				(174,386)		(95,878)
	F		Current portion of non-recourse loans				(1,497)		(3,094)
	G		Current financial debt		(C+D+E+F)		(2,587,179)		(2,434,815)
	H		Net current financial debt		(A+B+G)		(2,330,621)		(2,162,196)
	I		Bank loans and borrowings				(1,370)		(8,602)
	J		Other financial liabilities				(25,800)		(10,419)
	K		Non-recourse loans				(2,577)		(4,971)
	L		Non-current financial debt		(I+J+K)		(29,747)		(23,992)
	M		Net financial debt from continuing operations		(H+L)		(2,360,368)		(2,186,188)
	N		Net financial debt of disposal groups				171,928		173,089
	O		Net financial debt as per ESMA memorandum		(M+N)			(2,188,441)		(2,013,099)
			(formerly CESR) dated 10 February 2005
	P		Non-current loan assets				141,433		150,350
	Q		Comprehensive financial debt4		(P+Q)			(2,047,007)		(1,862,749)

The increase in comprehensive financial debt compared to the previous quarter essentially refers to the enforcement of guarantees Astaldi Group was subject to and for which the guarantor and/or counter-guarantor made the relevant payment at 31 December 2018.

A summary regarding the relevant values is shown below:

Country	Advance	Performance	Retention	Equity	Other financial	Total
	Payment	Bond	Guarantee	Contribution	guarantees

3For more information, please refer to details provided in letter "d" herein.

4It must be noted that the Net Financial Positions of the Company and Group shown herein, including in comparative terms, do not contain the valorisation of derivatives used for hedging activities insofar as, by their very nature, they do not represent financial values.

3

This translation from the Italian original is for reference purposes only. In the event of any discrepancy, the Italian original shall prevail.

Chile	30	41	16	3	5	95
Nicaragua	9					9
Peru					2	2
Poland	32	31				63
Total	71	72	16	3	7	169

A brief comment on the main enforcements incurred during the period in question for which the guarantors and/or counter-guarantors made the relevant payment at 31 December 2018 is reported below:

WEST METROPOLITAN HOSPITAL IN SANTIAGO, CHILE - Customer: Sociedad Concesionaria Metropolitana de Salud S.A. (SCMS)

On 11 October 2018 - despite the fact that the construction works relative to the hospital were nearly completed, the customer SCMS declared the EPC5 Contract non-fulfilled and consequently enforced the performance bond and the retention bond, totalling UF 921 thousand (approximately EUR 32 million). Furthermore, on 4 December 2018, SCMS sent to Astaldi a Notificacion de Incumplimiento (Non-fulfilment notice), asking the Company to submit a recovery plan under penalty of contract termination. Astaldi challenged this notice and submitted a recovery plan for completing the project. Nevertheless, on 2 January 2019, SCMS terminated the construction contract due to non-fulfilment. Astaldi challenged this termination and initiated, in line with the legal system envisaged in the country, all the actions deemed necessary to protect its own reasons. Pending the finalisation of the proceedings underway, the guarantors and/or counter-guarantors made the payment for the enforcements in any case.

EL TENIENTE MINE, CHILE - Customer: CODELCO

On 22 October 2018 the customer CODELCO, having considered the composition with creditors as an event of default in compliance with the contract, declared the early termination of the contract, enforcing the guarantees for an amount of EUR 9.8 million (including the advance payment guarantee). Following the enforcement, the guarantors and/or counter-guarantors made the regular and timely payment of the guaranteed sums. Thanks to Astaldi's excellent performance and reputation, the customer has nevertheless expressed willingness in continuing the works through a new contract. Following the authorisation received by the Court of Rome, new contracts with CODELCO were signed in February 2019 (i) "Contrato Teniente Q3 Obras Acceso Principal y Obras en Adit Ventilación" and (ii) "Contrato CC-013FDesarrollos subniveles inferiores e infraestructura de transporte de nivel 1" (see below "Chuquicamata Mine, Chile - Customer: CODELCO", in addition to (iii) the settlement agreement to define the pending items (including with reference to the "Chuquicamata Mine, Chile").

CHUQUICAMATA MINE, CHILE - Customer: CODELCO

On 22 October 2018, the customer CODELCO, having considered the "composition with creditors" as an event of default in compliance with the contract, declared the early termination of the contract, enforcing the guarantees for an amount of approximately EUR 45 million (including the advance payment guarantee). Following the enforcement, the guarantors and/or counter-guarantors made the regular and timely payment of the guaranteed sums. As mentioned above for "El Teniente" contract, a new contract called "CC-013FDesarrollos subniveles inferiores e infraestructura de transporte de nivel 1" was signed with the customer in February 2019.

RAILWAY LINE NO. 7 DĘBLIN-LUBLIN SECTION, POLAND - Customer: PKP Polskie Linie Kolejowe S.A.

On 27 September 2018, shortly after the start-up of the works, Astaldi, as leader of the consortium responsible for the construction of the Dęblin-Lublin Railway Line, notified the customer the termination of the contract due, inter alias, to the extraordinary and unforeseeable change in the economic situation in the construction sector at a local level which made de facto objectively impossible to fulfil the obligations undertaken in the contract. On 5 October 2018, the customer reacted to the above-mentioned notice terminating the contract and enforcing the guarantees for

5Engineering, Procurement, Construction.

4

This translation from the Italian original is for reference purposes only. In the event of any discrepancy, the Italian original shall prevail.

a total amount of EUR 42.2 million (including the advance payment guarantee). Following the above-mentioned enforcements, the guarantors and/or counter-guarantors made the regular and timely payment of the guaranteed sums.

E-59 RAILWAY LINE POLAND - Customer: PKP Polskie Linie Kolejowe S.A.

On 27 September 2018 Astaldi notified the customer the termination of the contract due, inter alias, to the extraordinary and unforeseeable change in the economic context of the country as evidenced by the abnormal increase in materials and labour costs, as well as the serious unavailability of materials, services and labour on the market. On 5 October 2018, the customer reacted to the above-mentioned notice terminating the contract and enforcing the guarantees for a total amount of EUR 20.3 million (including the advance payment guarantee). Following the above-mentioned enforcements, the guarantors and/or counter-guarantors made the regular and timely payment of the guaranteed sums.

It should be noted that at 31/12/2018 the Group was subject to additional enforcements for an amount of EUR 160.8 million for which the guarantors and/or counter-guarantors made the relevant payments during the first months of 2019. Said enforcements mainly referred to the following projects (i) Muskrat Falls in Canada (EUR 120 million), (ii) E-60 Motorway, Zemo Osiauri-Chumateleti Section, Lot 2, in Georgia (EUR 23.8 million), and (iii) Proyecto Hydroeléctrico Arenal Etapa I-II in Honduras (EUR 14.7 million).

With regard to the Muskrat Falls hydroelectric project in Canada, it should be noted that on 27 September 2018 - prior to the composition application - Astaldi Canada Inc. (the Group company holding the relevant contract) notified the customer (Muskrat Falls Corporation, Nalcor) an arbitration application for the acknowledgement of the effective value of the works carried out. In response to said action, on 28 September 2018, the customer sent a Notice of Default and, subsequently, on 8 November 2018, a Notice of Termination, and activated the enforcement of the Letters of Credit guaranteeing the performance and the advance payment for a total amount of CAD 184 million (CAD 100 million for the performance and CAD 84 million for the advance payment), generally contesting the lack of funds and non-payment of subcontractors and third parties. Astaldi challenged the termination of the contract and the enforcement of the guarantees and initiated the actions required to protect its own reasons, also in relation to the injunction to prevent the right of recourse brought against Astaldi for the payments made in the meantime by the counter-guarantors.

Net Financial Position of Astaldi S.p.A. at 31 December 2018(figures shown in thousands of Euro)

5