2. Information on the ownership structure (Article 123-bis.1 of TUF) as at March 19, 2015

 a) Share capital structure (Article 123-bis. 1.a) of TUF)

The share capital of Salini Impregilo is €544,740,000.00 fully paid up.

This amount is the result of the share capital increase, in tranches pursuant to Article 2439 of the Italian Civil Code, and against payment, made, on the basis of the powers granted by the shareholders at their extraordinary meeting held on September 12, 2013, by the Board of Directors on June 20, 2014, passing from €500,000,000.00 to €544,740,000.00, namely, for a nominal amount of €44,740,000.00 in addition to a premium of €120,798,000.00 with the issue of 44,740,000 new ordinary shares with no par value and with regular dividend entitlement.

The above increase became effective on July 8, 2014, with the registration at the Milan Companies Register of the certificate attesting that the share capital increase was implemented.

The share capital of Salini Impregilo consists of 492,172,691 ordinary shares, with no par value², and 1,615,491 savings shares.

The Company’s shares are listed on the Mercato Telematico Azionario (electronic stock exchange) managed by Borsa Italiana S.p.A..

Share capital structure

Salini Impregilo has not issued other financial instruments that give the right to subscribe newly issued shares.

The Issuer does not have any share-based incentive plans in place which involve increases in capital, bonus issues included.

On March 19, 2015, the Board of Directors called an Ordinary Shareholders’ Meeting for April 30, 2015, to approve a share incentive Plan in the form of Performance Shares, as detailed in the related Directors’ Report and in the Information Document to be published, within the times set by law, on the Company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section as well as in the press release that will be published in the “Investor Relations - Press Releases” section.

The Board of Directors also called an Extraordinary Shareholders’ Meeting for April 30, 2015, for the adoption of the amendment to Art. 7 of the Bylaws which involves including the following paragraph: “Furthermore, it is also permitted, in the manner and forms required by law, to allocate profits and/or profit reserves to employees of the Company or its subsidiaries, through the issue of shares, pursuant to the first paragraph of Article 2349 of the Italian Civil Code”.

For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section.

b) Restrictions on the transfer of securities (Article 123-bis.1.b) of TUF)

Salini Impregilo does not have any restrictions on the transfer of securities.

c) Significant investments in share capital (Article 123-bis.1.c) of TUF)

Based on the statements made in accordance with Article 120 of TUF, shareholders with investments of more than 2% in the Issuer’s ordinary share capital are currently:

Significant investments in share capital

d) Securities carrying special rights (Article 123-bis. 1.d) of TUF)

Salini Impregilo has not issued any securities with special control rights. The Issuer’s Bylaws does not contain any provisions on multiple or majority voting rights.

e) Employee share ownership schemes: mechanism for the exercise of voting rights (Article 123-bis. 1.e) of TUF)

Salini Impregilo does not have any employee share ownership schemes in place.

As mentioned above, on March 19, 2015, the Board of Directors called the Ordinary Shareholders’ Meeting for April 30, 2015, to approve an employee share ownership Plan in the form of Performance Shares, as detailed in the related Directors’ Report and in the Information Document to be published, within the times set by law, on the Company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section, as well as in the related press release which will be published in the “Investor Relations - Press Releases” section.

The Board of Directors has also called the Extraordinary Shareholders’ meeting, also for April 30, 2015, for the adoption of the amendment to Art. 7 of the Bylaws also by inserting the following paragraph: “Furthermore, it is also permitted, in the manner and forms required by law, to allocate profits and/or profit reserves to employees of the Company or its subsidiaries, through the issue of shares, pursuant to the first paragraph of Article 2349 of the Italian Civil Code”.

For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section.

f) Restrictions on voting rights (Article 123-bis. 1.f) of TUF)

Salini Impregilo does not have any restrictions on voting rights.

g) Shareholder agreements (Article 123-bis. 1.g) of TUF)

The Issuer is not aware of any shareholder agreements, considered to be material under Article 122 of Legislative Decree no. 58 of February 24, 1998.

h) Change of control clause (Article 123-bis. 1.h) of TUF) and Bylaws provisions about takeover bids (Article 104.1-ter and Article 104-bis.1)

The Issuer and its subsidiaries have entered into some agreements of a financial nature or contracts which by taking effect, amend or terminate in the event of a change of shareholders controlling the Issuer. Disclosure of the specifics contained in the agreements could cause serious damage to the Company and its subsidiaries.

Salini Impregilo’s Bylaws do not contain provisions on takeover bids and, therefore, do not depart from the measures about the passivity rules pursuant to Article 104.1 and 1 bis of the Consolidated Finance Act (TUF), nor do they provide for application of the breakthrough rules envisaged by Article 104-bis, 2 /3, of TUF.

i) Delegated powers regarding share capital increases and to authorize purchase own shares (Article 123-bis.1.m) of TUF)

Delegated powers to increase share capital

The extraordinary shareholders’ meeting held on September 12, 2013, resolved to grant the following powers to the Board of Directors:

pursuant to Article 2443 of the Italian Civil Code, to increase the share capital on one or more occasions before September 11, 2018, against payment and in tranches pursuant to Article 2439 of the Italian Civil Code, with the exclusion of the option right pursuant to paragraph 4.2 of Article 2441 of the Italian Civil Code, via the issue in one or more tranches of a number of ordinary and/or savings shares no greater than 10% of the total number of Salini Impregilo shares outstanding on the date that the power is exercised, and in any event by a nominal amount no greater than €50,000,000.00 ( fifty million). The Board has the right to set an additional premium.

For the purpose of exercising the above-mentioned powers conferred, the Board of Directors is also granted all powers to (a) determine, for each tranche, the number of shares, the issue price per share (including any possible share premium) and the dividend rights of the ordinary and/or savings shares, subject only to the limitations set forth in paragraph 4.2 of Article 2441 and/or Article 2438 and/or paragraph 5 of Article 2346 of the Italian Civil Code, on the understanding that the above-mentioned issue price may be lower than the pre-existing book value of the shares, legal restrictions notwithstanding; (b) determine the deadline for subscription of the Company’s ordinary and/or savings shares; and (c) implement the delegated powers mentioned above including, but not limited to, those necessary to make the pertinent and needed amendments to the Bylaws that may be necessary on each occasion.

(i) pursuant to Article 2443 of the Italian Civil Code, to increase the share capital against payment, on one or more occasions before September 11, 2018, also in tranches pursuant to Article 2439 of the Italian Civil Code, by a maximum nominal amount of €100,000,000.00 one hundred million with the option to set a premium, via the issue of ordinary and/or savings shares, which may have cum warrants (which entitle their holders, at the Board’s discretion, to receive ordinary and/or savings shares and/or bonds or convertible bonds issued by the Board itself to exercise a delegated power, either as a bonus or against payment, also from a new issue) to be offered to those entitled, with the exclusion or limitation - in full or in part - of the option right pursuant to paragraphs 4.1, 5 and 8 of Article 2441 of the Italian Civil Code, also to service:

1. the exercise of the above-mentioned cum warrants; and/or
2. convertible bonds (cum warrants if applicable) also issued pursuant to a delegated power pursuant to Article 2420-ter of the Italian Civil Code; and/or
3. warrants (conveying the right to receive ordinary and/or savings shares and/or convertible bonds of the company issued by the Board itself to exercise a delegated power, either as a bonus or against payment, from a new issue) added to bonds issued pursuant to Article 2410 of the Italian Civil Code and/or convertible bonds issued also pursuant to a delegated power pursuant to Article 2420-ter of the Italian Civil Code and/or independently.

For the purpose of exercising the above-mentioned delegated power, the Board of Directors is also granted all powers to (a) determine for each tranche, the number of shares, the issue price per share (including any eventual share premium) and the dividend rights of the ordinary and/or savings shares which may have cum warrants to be issued from time to time, subject only to the limitations set forth in Article 2438 and/or paragraph 5 of Article 2346 of the Italian Civil Code; (b) determine the deadline for subscription of the Issuer’s ordinary and/or savings shares; (c) determine the number, procedures, terms and conditions and all other characteristics (including the allocation and conversion ratios and, if applicable, the exercise price) and the corresponding rules for any warrants issued in the exercise of this delegated power; (d) carry out all of the activities that may be necessary or appropriate to secure the listing on regulated markets in Italy or abroad of the warrants issued in the exercise of this delegated power, to be exercised at the Board’s discretion for the entire duration of the warrants taking into account market conditions; and(e) implement the delegated powers mentioned above including, but not limited to, those necessary to make the pertinent and needed amendments to the Bylaws that may be necessary from time to time;

(ii) pursuant to Article 2420-ter of the Italian Civil Code, to issue convertible bonds, which may also have cum warrants (which entitle their holders, at the Board’s discretion, to receive ordinary and/or savings shares and/or bonds or convertible bonds issued by the Board itself to exercise a delegated power, either as a bonus or against payment, also from a new issue), on one or more occasions and in tranches before September 11, 2018, to be offered to those entitled, with the exclusion or limitation - in full or in part - of the option right pursuant to paragraphs 4.1, 5 and/or 8 of Article 2441 of the Italian Civil Code, up to a maximum of €100,000,000.00 (one hundred million).

For the purpose of exercising the above-mentioned delegated power, the Board of Directors is also granted all powers to (a) determine for each tranche, number, issue price and the dividend rights of the convertible bonds (also cum warrants having the same characteristics as above) to be issued, and the number of financial instruments earmarked to accommodate the conversion or exercise of the bonds, subject only to the limits set forth in Article 2412 and/or Article 2420-bis of the Italian Civil Code, as applicable, and to allow the exercise of any warrants attached to the bonds; (b) determine the procedures, terms and conditions for conversion or exercise (including the allocation and conversion ratios and, if applicable, the exercise price and any additional paid-in capital for the shares that need to be issued for that purpose) and all other characteristics and the rules governing the convertible bonds (possibly with cum warrant having the same characteristics as above); (c) determine the number, procedures, terms and conditions and all other characteristics (including the allocation and conversion ratios and, if applicable, the exercise price, including any share premium for shares that need to be issued for such purpose) and the corresponding rules for any warrants attached to the bonds in question; (d) carry out all of the activities that may be necessary or appropriate to secure the listing on regulated markets in Italy or abroad of the warrants in the exercise of this delegated power, to be exercised at the Board’s discretion for the entire duration of the warrants, taking into account market conditions; and(e) implement the delegated powers mentioned above including, but not limited to those necessary to make the pertinent and needed amendments to the Bylaws that may be necessary from time to time.

For the resolutions adopted by the Board of Directors to implement the preceding delegated powers pursuant to Articles 2443 and/or 2420-ter of the Italian Civil Code, the Board of Directors shall comply with the following criteria:

(A) The issue price, including any share premium, of the new ordinary and/or savings shares to be issued, in one or more tranches, in implementation of the delegated powers pursuant to Article 2443 of the Italian Civil Code (or to each tranches), including for use in connection with warrants and/or compensation plans based on the award of financial instruments, pursuant to Article 114-bis of TUF and/or the conversion of convertible bonds (including cum warrants) issued to implement the delegated powers pursuant to Article 2420-ter of the Italian Civil Code (or to each of their tranches), shall be determined by the Board of Directors taking into account, inter alia, the equity, the conditions prevailing in the financial markets at the time the transaction is actually launched, Salini Impregilo share stock market prices, and possibly the offering of a discount in line with market practice for similar transactions. The issue price may be lower than the pre-existing book value of the shares, subject to the formalities and limits referred to in paragraphs 4.1, 5 and 6 of Article 2441 of the Italian Civil Code, where applicable.

(B) For resolutions concerning compensation plans pursuant to Article 114-bis of Legislative Decree no. 58 of 1998 (TUF), based on the award of financial instruments, the unit subscription price (including any share premium) of the Issuer’s ordinary shares, including the shares into which the above-mentioned financial instruments may be convertible or exercisable, will be determined at the time the options are awarded, taking into account the exercise price of the plan’s options and the plan’s regulations, without prejudice to the formalities and limits referred to paragraphs 4.1, 5 and 6 of Article 2441 of the Italian Civil Code, where applicable.

(C) For resolutions pursuant to paragraph 4.1 and/or paragraph 5 of Article 2441 of the Italian Civil Code, the option rights may be excluded or limited when such exclusion or limitation appears, even only reasonably, more beneficial to the company’s interest, on the understanding that, in any case, for the purposes of the requirements of paragraph 6 of Article 2441 of the Italian Civil Code, by virtue of the reference cited in paragraph 1 of Article 2443 of the Italian Civil Code:

1. the exclusion of the option right of Shareholders pursuant to paragraph 4.1 of Article 2441 of the Italian Civil Code will be allowed only if the new-issue shares are paid for through the contribution, by third parties, of business units, companies or physical plant facilities functionally organized to carry out activities consistent with the Company’s corporate purpose, as well as receivables, equity investments, listed and unlisted financial instruments, and/or other assets that the Board of Directors believes to be instrumental for the pursuit of the corporate purpose;
2. the exclusion or limitation of the option right pursuant to paragraph 5 of Article 2441 of the Italian Civil Code will only be allowed if the Board of Directors deems it appropriate for new-issue shares to be offered for subscription to qualified parties, such as banks, institutions, finance companies, investment funds or operators who engage in activities in line with and/or functional to those of Salini Impregilo and/or having a purpose similar or related to that of the Company or otherwise functional to the development of the Company’s activity.

In any event, the sum of the nominal amount of the share capital increase approved in the exercise of the delegated powers referred to in (i) above, and the amount of the convertible bonds issued in the exercise of the delegated powers referred to in (ii) above, shall not exceed the total maximum nominal amount of €100,000,000.00 (one hundred million). Likewise, the sum of the nominal amount of the share capital increase approved in the exercise of the delegated powers referred to in (i) and the total nominal amount of the share capital increase carried out to allow the conversion of the convertible bonds issued in the exercise of the delegated power referred to in (ii) above, and/or the exercise of any warrants issued in the exercise of such delegated powers, shall not in any event exceed the total maximum nominal amount of €100,000,000.00.

***

The next Board of Directors meeting, held June 16, 2014, resolved, in the forms provided for in Article 2443 of the Italian Civil Code, in exercising and within the limits of the delegated power pursuant to Articles 2443 and 2441.4, second sentence, of the Italian Civil Code, resolved by the Extraordinary Shareholders’ Meeting of Salini Impregilo S.p.A. of September 12, 2013 -as part of a broader offer concerning a maximum of 100,000,000 Salini Impregilo ordinary shares with no par value and with regular dividend entitlement held by Salini Costruttori -to launch pursuant to Article 2443 of the Italian Civil Code the capital increase establishing:

(i) to increase the share capital of the Company, in tranches pursuant to Article 2439 of the Italian Civil Code, against payment, with exclusion of the option right pursuant to Article 2441.4, part two, of the Italian Civil Code, within the maximum limit permitted by the delegated power, i.e., through the issue of new ordinary shares of Salini Impregilo, with regular dividend entitlement, in a maximum number of up to (but not equal to) 10% of the total number of Salini Impregilo shares outstanding on today’s date and, thus, up to a maximum of 44,740,000 (forty four million, seven hundred forty thousand) new ordinary shares of Salini Impregilo and, in any event, for a total nominal amount not exceeding €50,000,000.00 (fifty million), in addition to any share premium;

(ii) to offer the resulting shares issued for subscription exclusively to qualified investors in Italy (as defined in Article 34-ter.1b, of the Consob regulation adopted with resolution no. 11971 of May 14, 1999, as amended) and institutional investors outside Italy (as defined pursuant to Regulation S and Rule 144A promulgated pursuant to the US Securities Act of 1933) excluding any jurisdiction in which the offering of shares is prohibited under applicable law;

***

The Board of Directors meeting of June 20, 2014, held in compliance with the rules set out in Article 2443 of the Italian Civil Code, subject to the determination of the final conditions of the above mentioned capital increase, including the subscription price, and after determining the criteria for establishing it and acquiring the independent auditors ‘ report required under Article 2441.4, second sentence of the Italian Civil Code, therefore resolved:

(i) to approve the share capital increase of the Company, in tranches pursuant to Article 2439 of the Italian Civil Code, against payment, with exclusion of the option right pursuant to Article 2441.4, part two, of the Italian Civil Code, for a nominal amount of a maximum of €44,740,000 in addition to a share premium of a maximum of €120,798,000.00 and, thus, for a maximum value of €165,538,000.00, through the issue of a maximum of 44,740,000 new ordinary shares of Salini Impregilo with no par value, with regular dividend entitlement, equal to approximately 9.96% of the total number of Salini Impregilo shares outstanding as of the date of the Board of Directors meeting;

(ii) to offer the resulting shares issued for subscription exclusively to qualified investors in Italy (as defined in Article 34-ter.1b, of the Consob regulation adopted with resolution no. 11971 of May 14, 1999, as amended) and institutional investors outside Italy (as defined pursuant to Regulation S and Rule 144A promulgated pursuant to the US Securities Act of 1933) excluding any jurisdiction in which the offering of shares is prohibited under applicable law.

For anything not expressly mentioned herein, please see the minutes of the Salini Impregilo S.p.A. Board of Directors meeting held on June 20, 2014, (Notary Public Carlo Marchetti, filed under No. 10960 of Folder No. 5645), published on the company’s website www.salini-impregilo.com, under the “Governance - Other Governance Documents” section, as well as the Press Releases of June 16, 20, and 25, 2014, and July 4 and 11, 2014, available in the relevant section of the above website.

***

Due to the full exercise, with the above-mentioned share capital increase in June 2014, the power granted by the Extraordinary Shareholders’ meeting held on September 12, 2013 and taking into account the need to provide the Company with additional instruments to obtain financial resources to help support the Issuer’s growth strategy, the Board of Directors, at their meeting held on March 19, 2015, called an Extraordinary Shareholders’ Meeting for April 30, 2015, in order to grant to the Board of Directors (i) the power to increase share capital, on one or more occasions and, in any event, in tranches, with the exclusion of option rights pursuant to Article 2443 and 2441.4, second sentence, of the Italian Civil Code, namely against payment and in cash, by issuing, also in tranches, a number of ordinary and/or savings shares that does not exceed 10% of the total number of Salini Impregilo shares outstanding on the date that the Delegated Power is exercised, as well as (ii) the power, pursuant to Articles 2443 and 2420 of the Italian Civil Code, to increase share capital, on one or more occasions and, in any event, in tranches, against payment or for free, and to issue convertible bonds, also with the exclusion of the option right pursuant to 2441.4, first part (i.e. to issue new ordinary and/or savings shares to be paid through contribution in kind) and/or paragraph 5 (i.e. when the interest of the company so requires) of the Italian Civil Code, subject to revocation of the power granted with the shareholders’ resolution on September 12, 2013, and (iii) the power, pursuant to Article 2443 of the Italian Civil Code, to increase share capital, on one or more occasions and, in any event, in tranches, against payment, also with the exclusion of the option right pursuant to Article 2441.5 (i.e. through the issue of new shares to be offered to individuals - including directors, contract workers and/ consultants – in respect of which there is no employee-employer relationship with the company and/or its subsidiaries and/or parent companies), paragraph 6 and/or 8 (i.e. through the issue of new shares to employees of the company and/or its subsidiaries and/or parent companies) of the Italian Civil Code and/or to increase share capital, free of charge, pursuant to Article 2349 of the Italian Civil Code (i.e. through the issue of new shares to offer free of charge to employees of the company and/or its subsidiaries drawn from the profits or profit reserve), to service the remuneration plans based on financial instruments pursuant to Article 114-bis of Italian Legislative Decree no. 58 of February 24, 1998.

All of this, with the consequent amendment of Article 7 of the Bylaws.

Further details are provided in the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section.

Authorization to repurchase treasury shares

On September 19, 2014, the Shareholders’ Meeting of Salini Impregilo authorized the Board of Directors to repurchase treasury shares in view of a medium-long term investment, in order to (i) establish a portfolio of treasury shares to be used for any extraordinary transactions, (ii) establish a portfolio of treasury shares to service the remuneration and retention plans for management and personnel; and (iii) operate on the market to support the liquidity of the Company’s shares and for the purpose of stabilizing its price, in the presence of anomalous fluctuations compared with expected market trends.

The authorization was approved for the maximum period permitted by the applicable legal and regulatory provisions (established by Article 2537.3 of the Italian Civil Code as a maximum of 18 months from the date of the Shareholders’ Meeting) to purchase, on one or more occasions, up to a maximum number of ordinary treasury shares that does not exceed 10% of the of the total number of shares outstanding at the time of the transaction

(or, if less, up to the maximum limit set from time to time by the legal and regulatory provisions) also considering any ordinary treasury shares held by the Company at that date either directly, or indirectly through its subsidiaries, at a unit price that cannot differ in any event, either upwards or downwards, by more than 20% with respect to the price recorded for the share in the stock exchange trading session prior to each individual transaction.

On the basis of the shareholders’ resolution on September 19, 2014, the Issuer launched the program for the purchase of ordinary shares on October 7, 2014. The purpose of this program was to establish a portfolio of ordinary treasury shares with a view to medium and long term investment, in the context of any extraordinary financing transactions. In accordance with this program, the Issuer purchased, from October 7, 2014 to October 31, 2014, in several tranches and at an average price of €2.47, a total of 3,104,377 treasury shares, representing 0.631% of the ordinary share capital and 0.629% of the total capital, still in the portfolio at the end of the 2014 financial year. As of today’s date, no shares have been purchased in 2015.

The purchases made were periodically communicated, in accordance with legal and regulatory provisions, in the notices published on the website www.salini-impregilo.com in the “Investor Relations - Press releases” section.

In addition to the above, the Ordinary Shareholders’ Meeting, on the same date, authorized the Board of Directors to sell and/or in any event dispose of all the treasury shares held, also prior to the completion of the purchases for the maximum authorized amount, on one or more occasions and at any time, without time limits, for all the purposes specified above and using any of the methods permitted by the prevailing applicable regulations (also through subsidiaries) at a sale price to be established from time to time.

The Board of Directors, as at the present date, has not sold any of its treasury shares.

For anything not specified herein, please see the Directors’ report drafted pursuant to Article 73 of Consob regulation no. 11971/99 and the minutes of the Shareholders’ Meeting held on September 19, 2014, published on the company’s website www.salini-impregilo.com in the ”Governance - Shareholders’ Meetings” section as well as the press release dated September 19 and October 6, 2014 and the weekly notices of October 13, 20 and 27, 2014, as well as the press release of November 3, 2014, published on the company’s website www.salini-impregilo.comwww.salini-impregilo.com in the “Investor Relations - Press Releases” section.

l) Management and coordination (Article 2497 and following Articles of the Italian Civil Code)

The Company is subject to the management and coordination of Salini Costruttori S.p.A., as confirmed by the Board of Directors on December 12, 2013.

The information required by Article 123-bis.1.i) of TUF (“agreements between companies and their directors .... that provide for compensation in the case of their resignation or dismissal without just cause or if their relationship is discontinued following a takeover bid”) is set out in the remuneration report published pursuant to Article 123-ter of TUF.

The information required by Article 123-bis. 1.l) of TUF (“the rules applicable about the appointment and replacement of directors ... and changes to the Bylaws, if different to those provided for by law and regulations applicable on a substitute basis”) is disclosed in the section on the Board of Directors in this report (section 4.1).

² The shareholders eliminated the nominal amount of the ordinary shares and savings shares in the extraordinary session of the shareholders' meeting on October 12, 2004.