Impregilo SpA : The Board of Directors approves the Results at 30 June 2013. New Top Management appointed. On 12 september 2013 called ordinary and extraordinary shareholders' meeting. CDR plants: €240 mn received after the italian supreme court sentence.

THE BOARD OF DIRECTORS OF IMPREGILO APPROVES

• REVENUES: €1,164 MN (1H 2012: €1,112 MN)
• EBIT: €99 MN (1H 2012: -€34 MN)
• NET PROFIT: €133 MN (1H 2012: -€28 MN)
• NET FINANCIAL POSITION (NFP): POSITIVE (NET CASH) €60 MN (€567 MN AT 31 DECEMBER 2012)

€6.3 BN NEW CONSTRUCTION ORDERS IN THE FIRST 7 MONTHS, ALMOST TWICE THE 2013 FULL YEAR TARGET

CDR PLANTS: €240 MN RECEIVED ON 1 AUGUST AFTER THE ITALIAN SUPREME COURT SENTENCE

NEW TOP MANAGEMENT APPOINTED RENDERING NEW ORGANIZATION OPERATIVE

ON 12 SEPTEMBER 2013 CALLED:

• ORDINARY SHAREHOLDERS' MEETING TO NAME NEW DIRECTORS
• EXTRAORDINARY SHAREHOLDERS' MEETING TO APPROVE THE MERGER BY INCORPORATION OF SALINI IN IMPREGILO AND AMENDMENTS TO BYLAW

Milan, 5 August 2013. The Impregilo Board of Directors, which met today, reviewed and approved the Six Month Financial Report at 30 June 2013. The consolidated results demonstrate an  improvement, with revenues totalling €1,164.1 million (€1,112.3 million)1,2, operating earnings (EBIT) of €98.8 million (vs. a loss of €34.0 million) and a net group income of €132.9 million (vs. a loss of €27.8 million). The net financial position at 30 June 2013, after the payment of a dividend totalling over €600 million, stood at €60.1 million (net cash) compared to €566.7 million at 31 December 2012.

Pietro Salini, Chief Executive Officer of Impregilo, commented: "The results achieved by Impregilo during the first half of the year are positive and developing positively both in economic/financial terms and in industrial terms. We have started a major turn-around which today places the Company on solid economic and financial grounds, enables a more attentive and rigorous management of existing contracts, and provides a greater capability to win new complex projects in the civil infrastructure sector. These results confirm the strategic importance of the Salini and Impregilo merger project, that today progresses further with the appointment by the Board of the new top management structure that will guide the company towards ambitious goals. We are fulfilling all declared objectives to win new large contracts, grow the backlog, collect claims due and reorganize the Group, as well as reach a net financial position better than that forecast for YE 2013 by the Salini-Impregilo Business Plan."

Main consolidated economic/financial results at 30 June 2013

All major financial/economic parameters have made a clear improvement in the half-year period.

Total revenues of the Group in the first half of the year reached €1,164.1 million (€1,112.3 million +4.6%) and benefit from the development of the Construction sector. In fact, revenues from the Construction sector amounted to €1,085.1 million, an increase of 7.7% compared to the same period of the previous year (€1,007.8 million).

Revenues from the Plant sector amounted to €69.8 million, a 27.4% reduction compared to the previous year (€96.2 million), due to the completion of key projects in the backlog and the Group's decision to exit from this sector, no longer considered strategic and now destined to be sold.

Concessions sector revenues amounted to approximately €10.1 million, basically in line with 2012 (approximately €10.0 million).

The consolidated operating result (EBIT) equalled €98.8 million (a loss of €34.0 million). The Construction sector made a positive contribution of €123.6 million to the operating result. It should be noted that the 2012 result was significantly affected by critical problems encountered in a few major infrastructure projects (particularly Panama), which involved the recognition of costs that exceeded the original budgets and which were fully accounted in that fiscal year, in accordance with international accounting principles.

The Group's other activities generated an operating loss of €1.4 million, a clear improvement compared to the previous year (a loss of €4.9 million), while net expenses of the Corporate structure amounted to €23.5 million and include costs for external consultants to support the Governance activities of the Group, particularly in relation to the obligations connected to the Public Tender Offer undertaken by the shareholder Salini SpA and the activities heretofore carried out for the project to merge by incorporation Salini S.p.A. in Impregilo S.p.A. (the "Merger Project").

Financial management and participations at the consolidated level generated net expenses equal to -€21.4 million (-€2.7 million). Compared to the same period in 2012:

• net financial expenses increased by a total of €25.4 million, mainly reflecting higher costs connected to the recognition of interest charges relating to the settlement in the first half of legal disputes with a few government clients;
• currency management was positive by €7.8 million, while in the corresponding period of 2012, the result was essentially breakeven. It should be noted that the first half 2013 results also benefited from effects caused by exchange rate devaluations in some countries where the Group operates.

The result from discontinued operations was positive for €83.2 million (positive for €19.9 million) and is mainly due to the full recovery of the values (net of respective tax impacts) of claims for damages connected to the former CDR plants that were the subject of litigation initiated by the Group, through its subsidiary FIBE, against the licensing Government (RSU Campania Projects), following the judgment of the Italian Supreme Court (Corte di Cassazione) of April 2013, which definitively rejected the appeal against the judgment of the State Council, ordering the Government to pay the amount of approximately €204 million, as well as legal and default interest from 15 December 2005. On 1 August 2013, in addition, following the executory procedures undertaken for this purpose by the Group, approximately €240 million were received, which included legal interest. Given this, the Six-month consolidated income statement at 30 June 2013 recognized total proceeds equal to €79.8 million (net of the related tax effect), which was classified in discontinued operations.

Consolidated net profit pertaining to the Group amounted to €132.9 million (negative by about €27.8 million).

The consolidated net financial position at 30 June 2013 is positive (net cash) and equalled €60.1 million (at 31 December 2012, it was positive and equalled €566.7 million) after the distribution of dividend payments in the month of May for €602.2 million and having collected in the month of January €187.0 million from the sale of the last 6.5% tranche of the stake in EcoRodovias.

Commercial activities and the order book

Commercial activities in the second quarter of the year showed significant results following the aggregation of the business expertise of Salini and Impregilo.

Impregilo's "contracting" new orders (construction and plant) for the first six months totalled €2,449 billion (+356% vs. 2012), of which €2,382 million came from the construction sector and €66 million from the plant sector. These figures are compared with those of the first half of 2012 which totalled €688 million, of which €651 million came from the construction sector and €37 million from the plant sector.

In the first half of 2013, new orders in the concessions sector amounted to €999 million.

Total new orders during the first six months of 2013 amounted to €3,448 million.

The total backlog  (construction, plant, concessions) on 30 June amounted to approximately €20.2 billion, of which€11.6 billion came from Construction, €0.3 million from Plant, and €8.3 billion in the Concessions sector.

After the end of the half-year period, additional major project awards have been won, in particular:

• the wastewater collector of Riachuelo, Argentina, for a total value of approximately €360 million;
• four lots of the highway between Almaty and Khorgos, Kazakhstan, where Impregilo and Todini, in a joint venture with the local company Kazakhdorstroy, were awarded the work for a total value of approximately €295 million (Impregilo and Todini have a respective share of 33% each);
• a large contract initiated by the Riyadh Development Authority for the design and construction of the new Line 3 (40.7 km) of the Riyadh metro system, the longest line of the gigantic project of the new metropolitan rail network in the Saudi Arabian capital for a total value of approximately US$ 6.0 billion, of which approximately US$ 4.9 billion relates to civil works, with an advance payment equal to 20% of the project value.

New orders in the first seven months come to a total value of €6.3 billion, which alone, excluding Salini's new orders in the same period, are almost double the target for all of 2013, according to the Industrial Plan, which was €3.2 billion.

Foreseeable evolution of the business for the year

The results achieved and the expected development of the business activities confirm - and in some cases exceed - the budget forecasts for 2013 in line with the operating and financial targets communicated to the market during the presentation of the 2013-2016 Industrial Plan.

New Top Management has been appointed rendering the new organization operative

The Board, upon proposal of the CEO, has appointed the new Top Management:

• the  Domestic Operations Division, assigned to Michele Longo;
• the  International Operations Division, assigned to Claudio Lautizi;
• the Group Finance & Corporate Division, assigned to Massimo Ferrari; the  Administration, Finance and Planning Department, will report to Ferrari and has been assigned to Alessandro De Rosa who will also be Deputy of the Group Finance & Corporate Division. Massimo Ferrari is the new Designated Accounting Officer in charge of preparing the corporate accounting documents, starting from 6 August, replacing Rosario Fiumara.

Furthermore, a Group Steering Committee  has been established and is composed of the Chief Executive Officer (Pietro Salini), the Group Finance & Corporate General Manager (Massimo Ferrari), International Operations General Manager (Claudio Lautizi), the Domestic Operations General Manager (Michele Longo), the Deputy Finance & Corporate General Manager (Alessandro De Rosa) and Mr Rosario Fiumara, in his role as strategic consultant.

Finally, the Board of Directors has acknowledged the resignations presented by the board members Massimo Ferrari and Claudio Lautizi following their new appointments.

The realization of the National ChampionTM and the calling of the Ordinary and Extraordinary Shareholders' Meeting on 12 September 2013

Today the Board of Directors of Impregilo moved to call the Ordinary Shareholders' Meeting and Extraordinary Meeting on 12 September 2013 to deliberate on the following items:

Ordinary Shareholders' Meeting

• the appointment of new board members to replace the directors that have resigned: Giorgio Rossi Cairo, Massimo Ferrari and Claudio Lautizi;

Extraordinary Shareholders' Meeting

• the Merger by incorporation of Salini S.p.A. in Impregilo S.p.A., with specific reference to the approval of the Merger Project and the share capital reduction of the incorporating company pursuant to Article 2445 of the Italian Civil Code. Such share capital reduction is deemed to be appropriate in light of a better configuration of the combined entity's equity configuration, also with the aim of optimizing the efficiency in terms of potential operations, it being understood that the overall entity of the shareholders' equity will remain unchanged.
• the attribution of a mandate to the Board of Directors, in accordance with Article 2443 of the Italian Civil Code, to increase the share capital with the exclusion or limitation of option rights up to 10% of the share capital, ex Article 2441, paragraph 4, second sentence, of the Italian Civil Code (with subsequent amendment of Article 7 of the Company's Bylaws);
• the attribution of a wider mandate to the Board of Directors, in accordance with Articles 2443 and 2420-ter of the Italian Civil Code, to increase the share capital and issue convertible bonds in line with the terms of the Law for an overall maximum nominal value of  € 100 million (with subsequent amendment of Article 7 of the Company's Bylaws). The abovementioned mandate, in reference to which the Board has not yet made any determination, would consent  - within the parameters of the proposed terms - to derive advantages, from the one hand, in terms of execution flexibility and timeliness with the aim of obtaining, within an adequate timing, the most favourable conditions for extraordinary transactions that may require a particular promptness, also considering the high uncertainty and volatility that is currently affecting the financial markets; on the other hand, in terms of operating flexibility and rationalization of value distribution to shareholders, to couple with a similarly flexible instrument, illustrated in the separate and subsequent point in the Agenda, having as object the amendment of Article 33 of the Company's Bylaws;
• the amendment of Article 33 of the Bylaws, in order to attribute to the Board of Directors, as per Art. 2433-bis of the Italian Civil Code, the option to approve the distribution of interim dividends;
• the amendment of Article 14 of the Bylaws, in order to adopt a waiver of the system foreseen by Article 135-undecies, paragraph 1, of the Decree Law no. 58 of 1998, regarding the designation for each Shareholder Meeting of a physical person to which shareholders may confer a power of attorney with voting instructions on all or some of the motions proposed on the Meeting Agenda.

The Meeting Notice, the illustrative reports on the various points of the Meeting Agenda and other documentation prepared for the above-mentioned Shareholders Meeting will be rendered available to the Public with the means and modalities and within the time limits foreseen by the legal regulations and applicable laws.

Change in the scope of consolidation:as a result of the sale of EcoRodovias Group assets, in accordance with international accounting principle IFRS 5, the latter have been considered as discontinued operations. In application of this principle, the results of the corresponding period in 2012 have been restated according to the same assumptions.

The activity of the external auditor is currently  in course. The Six Month Report at 30 June 2013, complete with the auditor's letter, will be available on the corporate website www.impregilo.it  within the legal time limits.