Information on the ownership structure (article 123-bis.1 of the Consolidated Finance Act) at 19 March 2014

a) Share capital structure (article 123-bis.1a) of the Consolidated Finance Act)

Subscribed and paid-up share capital in Euros: 500,000,000.00.

This amount resulted from the reduction of share capital, pursuant to article 2445 of the Italian Civil Code, approved by the extraordinary shareholders' meeting on 12 September 2013, from €718,364,456.72 to €500,000,000.00, i.e. by an amount of €218,364,456.72, without cancelling any outstanding shares. €100,000,000.00 was allocated to the "Legal reserve" and €118,364,456.72 to a specific equity reserve called "Other reserves".

This reduction is effective as of the effective date of the merger of Salini S.p.A. into Impregilo S.p.A., i.e. 1 January 2014.

Share categories: ordinary and savings.

In their extraordinary meeting held on 12 October 2004, the shareholders eliminated the nominal amount of both classes of shares.

The extraordinary shareholders' meeting on 12 September 2013 approved, along with the merger of Salini S.p.A. into Impregilo S.p.A., the issue of maximum 44,974,754 new ordinary shares, without increasing the capital, with the same issue date as for outstanding Impregilo shares on the effective date of the merger, to assign, as a share swap in addition to the 357,505,246 ordinary shares of Impregilo S.p.A., with no par value, already held by merged company Salini S.p.A., to the single shareholder of the latter, Salini Costruttori S.p.A., in accordance with the exchange rate and the procedures for the allocation of the shares included in the merger plan.

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.

b) Share transfer restrictions (article 123-bis.1b) of the Consolidated Finance Act)

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

c) Significant investments in share capital (article 123-bis.1c) of the Consolidated Finance Act)

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

d) Shares that give special rights (article 123-bis.1d) of the Consolidated Finance Act)

Salini Impregilo has not issued any securities with special control rights.

e) Employee involvement in share capital: voting rights exercise mechanism (article 123-bis.1e) of the Consolidated Finance Act)

Salini Impregilo does not have an employee share scheme in place.

f) Restrictions on voting rights (article 123-bis.1f) of the Consolidated Finance Act)

Salini Impregilo does not have any restrictions on voting rights.

g) Shareholder agreements (article 123-bis.1g) of the Consolidated Finance Act)

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

h) Change of control clause (article 123-bis.1h) of the Consolidated Finance Act) and Bylaws provisions about takeover bids (article 104.1-ter and article 104-bis.1)

Neither the Issuer nor its subsidiaries have entered into significant agreements which take effect, are amended or terminate upon a change of control of the company.

Salini Impregilo's Bylaws do not make any provision for takeover bids and, therefore, do not depart from the measures about the passivity rule pursuant to article 104 of the Consolidated Finance Act, nor do they provide for application of the breakthrough rules envisaged by article 104-bis, 2 /3, of the Consolidated Finance Act.

i) Mandates to increase share capital and to repurchase treasury shares (article 123-bis.1m) of the Consolidated Finance Act)

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

1. pursuant to article 2443 of the Italian Civil Code, to increase the share capital on one or more occasions before 11 September 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.

2. pursuant to article 2443 of the Italian Civil Code, to increase the share capital against payment, on one or more occasions before 11 September 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;

3. 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 11 September 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 and 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:

   1. 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 the Consolidated Finance Act 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, without prejudice to the formalities and limits referred to in paragraphs 4.1, 5 and 6 of article 2441 of the Italian Civil Code, where applicable.

   2. For resolutions concerning compensation plans pursuant to article 114-bis of the Consolidated Finance Act, 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.

   3. For resolutions pursuant to paragraph 4.1 and/or paragraph 5 of article 2441 of the Italian Civil Code, the preemptive 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 preemptive right of Shareholders pursuant to paragraph 4.1 of article 2441 of the Italian Civil Code will be allowed only if the newly issued shares are paid-in through the conferral, by third parties, of business operations, companies or physical plant functionally organized to carry out activities consistent with the Issuer’s corporate purpose and 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 preemptive right pursuant to paragraph 5 of article 2441 of the Italian Civil Code will be allowed only if the newly issued shares are 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 Issuer and/or have a purpose similar or related to that of the Issuer or otherwise functional to the development of the Issuer’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) above 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 powers referred to in (ii) above, and/or the exercise of any warrants issued in the exercise of such delegated powers shall not exceed under any circumstances the total maximum nominal amount of € 100,000,000.00.

The shareholders of Salini Impregilo have not authorised the repurchase of treasury shares.

l) Management and coordinarion (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 12 December 2013.

The information required by article 123-bis.1.i) of the Consolidated Finance Act (“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 the Consolidated Finance Act.

The information required by article123-bis. 1.l) of the Consolidated Finance Act (“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).