REPORT AND FINANCIAL STATEMENTS - Fisia Italimpianti · REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2012 ... SECONDARY OFFICES ABU DHABI P.O. BOX 3811 – Abu Dhabi

REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2012

Fisia Italimpianti S.p.A. Sole shareholder company managed and coordinated by Impregilo S.p.A.

Share Capital € 10,000,000 fully paid-up – Registered office in Genoa (GE), Via De Marini 1

Tax code and Genoa Company Registration no.: 12510360154 Genoa companies

R. E. A. No. 404344 – VAT no. 12510360154

FISIA ITALIMPIANTI S.p.A.

Financial statements for year ended 31.12.2012

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TABLE OF CONTENTS

REPORTS AND FINANCIAL STATEMENTS AS OF 31 December 2012

Company officers 3

Secondary offices 4

Highlights 5

REPORT ON OPERATIONS 6

Performance 7

Financial risk management 9

Sector risk areas 11

The market 11

Acquisitions and Order backlog 12

Products 12

Computer systems 14

Investments 15

Human Resources 15

Organisational model and Code of Ethics 16

Research and Development 17

Quality and safety 18

Performance of the subsidiaries 19

USW Campania Projects 20

Transactions with subsidiaries and associates, parents and related parties 48

Outlook 50

Analysis of goodwill recognised in the financial statements 50

Significant subsequent events 50

Analysis of the financial position and results of operations 52

Proposal for the allocation of the net loss for the year 54

FINANCIAL STATEMENTS FOR FISIA ITALIMPIANTI S.p.A. FOR THE YEAR

ENDED 31 December 2012

Balance sheet

Memorandum accounts

Income statement

55

Explanatory notes to the Financial Statements as of 31 December 2012 62

RESOLUTION TAKEN BY THE SHAREHOLDERS’ MEETING HELD ON 12

APRIL 2013

96

INDEPENDENT AUDITORS’ REPORT 97



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COMPANY OFFICERS

(at 12 March 2013)

BOARD OF DIRECTORS (°)

Chairman

Giorgio Robba

Managing Director

Silvio Oliva

Directors

Nicolò Dubini

Nicola Fallica

Massimo Malvagna

BOARD OF STATUTORY AUDITORS (*)

Chairman

Giuseppe Angiolini

Standing statutory auditors

Gianmario Guglielmetti

Lorenzo De Angelis

Substitute statutory auditors

Mario Iannone

Pietro Paolo Rampino

INDEPENDENT AUDITORS (▪)

PricewaterhouseCoopers S.p.A.

(°) in office until the approval of the financial statements as at and for the year ending 31 December 2012

(*) in office until the approval of the financial statements as at and for the year ending 31 December 2014

(▪) in office from 2006 until 2014



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SECONDARY OFFICES

ABU DHABI P.O. BOX 3811 – Abu Dhabi (U.A.E.)

DUBAI P.O. BOX 34144 – Dubai (U.A.E.)

QATAR P.O. BOX 22248 – Doha (Qatar)

KUWAIT P.O. BOX 185 – ABU-HALIFA 54752 KUWAIT

MILAN Via dei Missaglia 97

FOSSANO Loc. Castello della Nebbia (CN)



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HIGHLIGHTS

(in millions of Euros)

2012 2011

Economic Data

Production Revenues 78.5 48.1

Operating profit (Loss) 10.2 (63.7)

Profit (loss) before taxation 0.7 (34.2)

Net result for the year 1.1 (33.6)

Assets and financial data

Net fixed assets 0.7 0.8

Shareholders’ equity 29.3 28.2

Financial debt 63.3 246.1

Working Data

Order backlog 85 104

Number of employees (units) 137 175



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REPORT ON OPERATIONS

Dear Shareholders,

The financial statements submitted herewith for your attention relate to the year just ended, which has

represented a turning point for your company.

A series of contractual events - that had dragged on for a long time - drew to a positive conclusion,

generating positive financial effects and eliminating possible uncertainties in relation to their

outcome.

Moreover, again with reference to the contracts in the portfolio, positive results were obtained both

with regards to the completion of residual activities and their related costs and as concerns the

obtaining of certificates constituting the prelude to an orderly closure of contracts.

For more information on the trend of orders and the above effects, please refer specifically to the

chapters entitled "Performance" and "USW Campania Projects" in this report.

As regards the market, we note that during the year just ended, the desalination segment has shown

comforting signs both as concerns the tenders underway and in connection with the planning of new

calls for tenders.

As will be explained at greater length in the chapters entitled "Products", "Market" and "Outlook",

during the year, your company embarked on a new strategic direction that consists of the extension of

the range of products offered, in access to new geographic markets and in the pursuit of initiatives

also of medium and small sizes.

The first tangible results of this new industrial and commercial policy were seen in November when

the Company acquired a contract worth approximately 28 million dollars for the supply FOB of a

3.75 million gallon MSF desalination plant, intended to serve the Takreer Carbon Black Delayed

Cokery plant in the United Arab Emirates.

It also presented several bids, the outcome of which is not yet known, and began studying various

initiatives that should enable the gradual reconstitution of the orders portfolio, in line with the plan

objectives, as will be discussed further on in this report.

At the same time, a technological innovation process has been initiated, both through the use of

internal competences intended to help develop new processes and products, and by means of a

selective system of alliances with qualified Italian and foreign subjects that can reduce the time to

market for products and technologies that are new to the company or with limited items.

We believe that this new set-up will suitably optimise our wealth of technical skills and know-how

that has always been present in the company to reach the dimension and profitability levels that are



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compatible with the Company's tradition. We would therefore ask you to please approve the financial

statements as at 31 December 2012, knowing that - also thanks to the support of the shareholder - we

will be able to achieve, or even exceed the objectives of the five-year plan we have prepared and

which is one of the cornerstones of these financial statements.

PERFORMANCE An analysis of the profit and loss shows that the year’s income amounts to 78.5 million euros and the

operating result is 10.2 million euros.

Desalination orders:

Takreer C.B.D.C. desalination plant (Abu Dhabi): this is a contract signed in December

2012 with Samsung Engineering Co. Ltd. for the supply of a 3.8 MIDG plant

comprising two desalination units to be completed in 20 months. The value of the

contract, updated to the exchange rate of December, amounts to 21.3 million euros.

Progress made amounts to 0.3%. During the year, the plan executive design stage began.

Shuaiba North (Kuwait) desalination plant: this is a contract signed in July 2007 with

Mitsui and with the Ministry for Electricity and Water in Kuwait as the end customer,

for the construction of a 45 million gallon/day plant to be built in 42 months. The value

of the contract, updated to the exchange rate of December, amounts to 342.8 million

euros. Production revenues for the year, calculated according to the cost to cost method,

are reported at € 3.5 million, with a progressive advance of 98.1%. The delay and

discontinuity of the supply of steam, in addition to the lack of availability of pipes

through which to transport the desalinated water by the client, resulted in delays in

project progress and a consequent increase in costs, which have given rise to a request

for an extension of the contractual terms and recognition of the related costs.

On 20 February, arbitration began with regards to the client to obtain an extension of the

contractual terms and recognition of the greater associated costs; during the year,

various attempts were made to reach a settlement agreement in line with the

expectations that the Company considers satisfactory. As stated in the section

"Significant subsequent events", this agreement was signed on 08 March 2013.

The TOCs of the three desalination units have been released; the reliability test of the

recarbonation plant and the common parts that would have enabled that last two



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provisional acceptance certificates to be issued, was not performed for reasons beyond

the control of Fisia.

Spare parties are currently being defined and approved.

Ras Abu Fontas A1 desalination plant (Qatar): This is a contract signed in May 2007

with Qatar Electricity Water Company (QEWC) for the construction of a 45 million

gallon/day plant. The value of the project, updated to December, amounts to 329.1

million euros. Production revenues for the year, calculated according to the cost to cost

method, are reported at € 18.6 million, with a progressive advance of 98.3%. During the

year, the punch list resolution activities continued. The three desalination units were

started up and the client began using them commercially, respectively in March, May

and July 2010. During the year, the arbitration proceedings underway at the International

Chamber of Commerce of Paris drew to a close. The final award was given on 14

February 2013. For more details, we would refer you to the part relating to "Significant

subsequent events".

Desalination plant of Jebel Ali M (Dubai - U.A.E.): this is a contract assigned in March

2007 and then supplemented by two subsequent variants in May 2007, for a total of 140

million gallons/day, delivery of which was substantially made during the year. The value

of the contract, updated to the exchange rate of December, amounts to 761.7 million

euros. Production revenues for the year, calculated according to the cost to cost method,

are reported at € 14.9 million, with a progressive advance of 97.6%. In 2012, the TOCs

of the 8 desalination plants were released and the performance test completed on the

natural gas-powered boilers; the performance tests on the fuel oil powered versions are

yet to be completed. During the year, a comprehensive request was presented for an

extension of the contractual time, together with an evaluation of the greater costs

incurred.

Ras Abu Fontas B2 desalination plant (Doha-Qatar). Updated value 199.4 million euros;

start of works October 2005.

Production revenues for the year, calculated according to the cost to cost method, are

reported at 22.2 million euros, with a progressive project advance to 96.3%.

In the last few days of the year, an amicable agreement was finally reached with the

client QEWC, together with the partner General Electric International, closing the



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dispute, in line with the positions already reflected on the financial statements, followed

by the immediate collection of more than 20 million euros. A final aspect remains to be

defined with regards to the alleged failure to reach a contractual performance guarantee

referred to as the "CLAIM HRSG"; the decision has been made to solve this by

appointing an independent expert. The commitments also remain for the termination of

some final guarantee items, completion of which is forecast by end 2013.

Jebel Ali L2 desalination plant (Dubai - U.A.E.). Updated value 197.1 million euros;

start of works May 2005. Plant under warranty ending on November 2012. Production

revenues for the year, calculated according to the cost to cost method, are reported at €

1.5 million, with a progressive advance of 98.5%. During the year, final acceptance

certificates were received for the first four sections of the plant (DLC); the last was

received in March 2013.

Other orders

During the year, more than 200 million euros were collected against receivables relating to the

construction of the waste-to-energy plant of Acerra (Naples).

FINANCIAL RISK MANAGEMENT The company’s assets are exposed to financial risks, of which the following are considered:

market risk deriving from exposure to changes in interest rates and exchange rates between

the euro and the other currencies with which Fisia Italimpianti operates, as well as of raw

materials used in production;

credit risk deriving from exposure of Fisia Italimpianti to potential losses deriving from

failure to comply with the obligations undertaken by contractors;

liquidity risk in relation to the capacity of financial resources available to deal with

commitments within the terms and expiry dates agreed.



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Market risk

Market risk is represented by the risk that the value of future assets, liabilities of cash flow may

fluctuate according to changes in market prices. Changes can involve the exchange rate and

interest rate market, as well as the raw materials used in production.

Risk of change in prices of raw materials

To cover risks of price changes of the raw materials (copper, aluminium, nickel) used in

production, the company carries out financial transactions, when deemed necessary, by means

of forward purchases that allow for the fixing of the purchase price of metals in advance of the

effective physical need. As of the year end date, no hedging transactions were in place.

Exchange risk

The international presence of Fisia Italimpianti sees our assets exposed to risks in the change of

exchange rates between the currencies of the countries in which we work and the euro.

Exposure to the risk of oscillating exchange rates as of 31 December 2012 can be mainly seen

with regards to the following currencies:

Dollar (United States)

Dinar (Kuwait).

Currency risk management strategy is essentially based on the following guidelines:

use of the shares of contractual payment expressed in local currency mainly to cover the

order costs to be sustained in the same currency, or in currencies connected to such,

analysis of exposure in currency on a cumulative and prospective base for homogeneous

expiry dates and set-up of forward hedging transactions in the same currency, on the

basis of the company’s net exposure at these dates.

The adoption of the above-specified guidelines has allowed Fisia Italimpianti to limit the

exchange risk with regards to the American Dollar (USD) and the Kuwait Dinar.

As of the year end date, no hedging transactions were in place.

Credit risk

Credit risk is represented by Fisia Italimpianti’s exposure to potential losses due to failure to

comply with commitments made by contractors, traceable to sovereign states or government

bodies or solid, major international companies.



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In Fisia Italimpianti’s case, with the exception of that explained in the section ‘USW Campania

Project’ of the Directors’ Report, given the nature of the contractor and the countries in which

the company operates, this risk is held to be irrelevant.

Liquidity risk

Liquidity risk is represented by the possibility that the financial resources available to Fisia

Italimpianti are not sufficient to cope with commitments within the terms and expiry dates

agreed.

With regards to the financing of working capital, the company’s ordinary strategy is to pursue

financial independence of our orders underway.

However, on an exceptional basis, the fact that the company belongs to a large, solid group

means that any temporary financial needs can be met by means of recourse to external credit

facilities.

SECTOR RISK AREAS The risk positions linked to the application of penalties on desalination projects, as a consequence of

delays in contractual deliveries have gradually been solved. Therefore, in relation to this risk there is

no need to highlight any particular critical issues.

THE MARKET As anticipated in the first part of this report, as from this last year, your company has extended both

the range of products offered and the reference geographic market. Therefore, the considerations that

follow consider the market in this more extensive sense. As concerns thermal desalination, on the

basis of the forecasts prepared by independent entities and the perception accrued by virtue of direct

knowledge, the market is considered stable in terms of large plants, whilst for smaller plants, the

demand is fairly lively.

The physical desalination market, again on the basis of forecasts prepared by third party entities,

shows a growth trend throughout the scope that is considered accessible.

Finally, the water treatment plant market remains stable, at sustained levels.



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ORDERS PORTFOLIO AND ACQUISITIONS The table below shows Fisia Italimpianti’s order backlog, as at 31 December 2012.

Area/country Project Residual backlog as at

31.12.2012 (in thousands of Euros)

Incidence % of total

Stage of completion (%)

Abu Dhabi Takreer Cbdc 21,213.6 25.0% 0.3%

Kuwait Shuaiba North 6,557.6 7.7% 98.1%

Kuwait Shuaiba ricambi 14,479.6 17.0% 21.1%

Qatar Ras Abu Fontas A1 5,624.1 6.6% 98.3%

Dubai Jebel Ali M 18,039.5 21.2% 97.6%

Dubai Jebel Ali M ricambi 8,572.4 10.1% 1.8%

Qatar Ras Abu Fontas B2 7,311.6 8.6% 96.4%

Dubai Jebel Ali L2 2,923.0 3.4% 98.5%

Dubai Other 4.3 0.0% not available

Italy TVR Isol. turbine 257.1 0.3% 67.0%

FISIA 84,982.8 100.0%

At year end, the order backlog amounted to € 85 million, comprising: 99.7% contracts for the

construction of desalination plants and 0.3% the order of the environment line.

In December, a contract was formalised with SAMSUNG ENGINEERING CO. LTD., for the supply

of a 3.8 MIGD desalination plant with MSF technology comprising two desalination units, with a

consequent increase in the portfolio value of 21.3 million euros.

In April, a contract was acquired for the insulation of the turbines of the waste-to-energy plant of

Acerra, with a consequent increase in the portfolio value of 0.8 million euros.

PRODUCTS

The company’s products portfolio is mainly based on water plants (desalination and other water

treatment processes).

The key features of the products are described hereto.

Desalination

Desalination products consist of two main technological families:



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- evaporative processes

- membrane separation processes.

Evaporative processes

With respect to the MSF technology, for which the company is the acknowledged international

market leader and which makes up roughly 55% of the installed capacity in the Gulf, there are

many large installations and the individual units have capacities of more than 17 MIGD.

The Company is now proposing 20 MIGD plants to the market, which, at present, constitute the

maximum limit that can be achieved with any desalination technology adopted.

Alternative thermal technology to MSF is the MED (Multiple Effect Distillation), with or without a

thermo compressor. This has as a capacity limit of 10 MIGD.

The plants developed with this type desalinator account for approximately 10% of the installed

capacity, but the percentage is set to rise in view of the lower consumption of electricity in this type

of process.

In order to compete on the market through the offer of this product too, the Company has designed

MED desalination plants of unit sizes of 10 MIGD. More specifically, Fisia has owned the patent

"Transversal band sea water desalination plants" since 2009.

The Company’s design solution allows for the increase in size of the individual plant up to 15

MIGD and beyond.

Commercial initiatives are underway aimed at the development of plants to obtain the references

necessary to face up to the market of this product.

Membrane separation processes

The RO (Reverse Osmosis) technology market has grown solidly worldwide in recent years.

Following the perfecting of supply water pre-treatment technologies (floating and ultra-filtration),

which have made it able to be used, even in areas where the quality of the sea water is not

particularly well-suited to this type of plant, this technology represents a strongly-growing market

and is the main alternative to thermal plants, in all cases where connected electrical plants are not to

be installed.

The Company has already developed a first plant in Ras Al Khaimah (UAE) with full customer

satisfaction.

Other membrane separation processes, such as, for example, nano filtration applied to water

injection or mixed systems to treat the water needed for water injection to extract oil would appear



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to be more interesting, because the market is narrower and, given the type of potential customers,

may be more profitable.

The Company has therefore taken action to develop the technologies necessary and to obtain

qualification with potential customers.

Water treatment

In this segment, Fisia Italimpianti has operated successfully in the past, developing numerous waste

water treatment and drinking water plants.

Also with a view to diversifying the markets underlying the strategic plan, the strengthening of the

position in this industry is therefore considered essential.

COMPUTER SYSTEMS The financial year was marked by the move of the company's registered offices and the consequent

finalisation of a new server room.

This opportunity was therefore taken to renew the deposits. More specifically, investments have

concerned:

new grid switches

addition of a 100 MB Fastweb line for internet use

new SonicWall appliance for IT security (Content Filtering, Gateway Antivirus, Anti-

Spyware and Intrusion Prevention)

strengthening of the company wireless network, now with total coverage.

In 2013, as a further step, we are looking to virtualise the company servers.

Hardware investments also include the purchase of a few high range notebooks and a new plotter

(with 2 spools) for the scanning and print-out of formats up to A0.

During the year, a web application was started-up ("Explorer", made available by the company

Antex) for the management of employee stamps, integrated with the acquisition of stamps and the

control of presences already operating in the office.



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In software terms, please note the consolidation in the company of the new design programmes for

Engineering (mechanical sizing in verification of pressurised recipients, heat exchanger design,

calculation and analysis of finished elements) and 2D, 3D and isometric piping. We should also

mention, in terms of document management, a new application developed within the company,

according to the specifications agreed with Samsung for the recent Takreer project.

Finally, we should note the completion of the migration of the latest version released of the Microsoft

Office program suite.

INVESTMENTS During the year, there was no significant change to the investments held by Fisia Italimpianti S.p.A..

Activities aimed at the cancellation of the corporations already under liquidation continued as normal.

HUMAN RESOURCES

The table below summarises information relating to personnel at the end of the year.

Number 31.12.2012 31.12.2011

Managers 13 17

White collars 124 155

Blue collars - 3

Total 137 175

During the period, 7 employees joined and 45 employees, thus recording a net decrease of 38

employees.

In addition to the employees stated in the table, the Company has 83 employees (145 as of

31.12.2011) hired directly from the foreign offices and branches (Dubai, Abu Dhabi, Qatar, Kuwait).

During the period from 1 January 2012 to 17 May 2012, use of the CIGS approved by Ministerial

Decree no. 60768 of 26 July 2011 continued.

Faced with the continued critical business issues and consequent impossibility of re-using the

workers involved by the provisions on social shock absorbers, on 02 March 2012 the Company

reached a Memorandum of Understanding with the Region Liguria and the Trade Unions.



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This protocol, on the one hand establishes the commitment by Fisia Italimpianti S.p.A. to maintain

the current workforce at the Genoa offices and on foreign sites, through the requesting and obtaining

of the CIGD until 31 December 2012, and on the other the commitment of the Region of Liguria to

guarantee the CIGD until 31 December 2012 and for 2013 too, if national understandings and

regulations should so permit.

On the same date, the Report of agreement was also signed for the request of CIGD between Fisia

Italimpianti S.p.A. and the Trade Union Organisations.

On 08 June 2012, Region Liguria, with Presidential Decree no. 2062, granted the salary

supplementation (CIGD) for the period from 18/05/2012 to 31/12/2012.

On 2 March 2012 the Company also began mobility proceedings for 11 workers employed at the

Acerra (NA) site, as site work, connected with the construction of the waste-to-energy plant of fuel

deriving from waste, has now been completed.

On 17 May 2012, the mobility proceedings came to an end with the notification of the termination of

employment of 10 workers still employed at the Acerra sites.

On 17 October 2012, given the continued business crisis and not at the same time seeing any way of

using the CIGD for 2013, the Company began mobility proceedings for 83 workers.

Following the convocation of the Region Liguria to continue negotiations in the institution, on 27

December 2012 the Company signed two agreements with the Trade Unions and the Region Liguria,

whereby it was agreed to proceed with the "suspension and postponement of the (mobility)

proceedings, in order to carry out the relevant checks" and the extension for a further six months

(until 30 June 2013), with the faculty to extend these terms further, of the CIGD treatment for 95

workers in order to safeguard employment.

ORGANISATIONAL MODEL AND CODE OF ETHICS The company approved the Organisational and Management Model on 5 March 2004 and adopted the

Impregilo Group Code of Ethics (both available from www.fisiait.com). The aim of these

instruments is to ensure proper conduct and transparency in compliance with Legislative Decree

231/01 and subsequent amendments and integrations.

Subsequently, the model was supplemented and amended on several occasions, enabling its inclusion

of the new regulations that had been issued in the meantime and extending the range of crimes

considered.



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More specifically, on 28 June 2012, the Company's Board of Directors, upon completion of the

update of the Model, begun during the previous year, to adopt a new special part on environmental

crime and the review of the existing part relating to computer crime (Special Part I), resolved to adopt

the updated version of the Model.

With regards to the model, the supervisory body carried out its controls during the year and reported

thereon to the relevant bodies.

RESEARCH AND DEVELOPMENT The Company carries out research and development through a transversal system integrated between

the various business segments.

According to market trends and commercial strategies, the characteristics of each product line are

constantly reviewed, together with the technical and operative bodies.

Specifically:

Desalination technologies

In the field of thermal processes, research and development work focuses on:

MSF process

less expensive materials for the band

reduction of band thicknesses

reduction of heat exchange tube thickness

materials replacing titanium

increased maximum cycle temperature (TBT) through the pre-treatment of make-up with

nano-filtration in order to increase plant performance.

MED process

For MED technology, at the same time as developing the process model, tests were carried out in

relation to the system for distributing supply water to the heat exchange surface.

Flow-dynamic checks were also carried out with specialist software on the internal configuration of

the MED plant. These showed the feasibility of this type of configuration.

To prepare for the forthcoming competitions, a new design has also been developed that allows for

the design and construction of large-scale MED plants.



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The layout of tube bands allows, in fact, for the dimensioning of this type of plant that cannot be

reached with other types of configurations.

A patent of this type of plant has been filed by the company in Italy, and we are currently

investigating the possibility of extending the patent to other countries.

Membrane processes

The possibility of using nano filtration membranes to treat the water to be used in water injection is

currently being studied.

These membranes have been successfully used in the tests conducted at the pilot plant installed in the

port of Genoa, where it worked until 2010.

This type of product may be very interesting, as the use of oil wells requiring the re-injection of

pretreated water is increasing significantly and this market may therefore be appealing.

As concerns reverse osmosis, on the other hand, the research aims to study low energy consumption

systems that may be a winning move in gaining standing on a market where competition is extensive

and fierce.

A research line has also been initiated in relation to the use of direct osmosis for the desalination of

sea water and salt water (forward osmosis). This process has very low consumptions compared with

other desalination processes, including reverse osmosis, and which would appear to show excellent

prospects, also in relation to its use in combination with renewable energy.

QUALITY AND SAFETY The Company operates according to an integrated Quality, Health and Safety at Work and

Environment Management System certified by Det Norske Veritas Italia with reference to the

standard ISO 9001:2008, BS OHSAS 18001:2007 and ISO 14001:2004.

Quality

In October 2012, the annual audit was carried out of the premises/sites, renewing the three-year

certification expiring on 29.10.2015.

In 2012, work was continued, revising and integrating the system reference instructions and

procedures, in order to keep it up-to-date with regards the operative reality, in compliance with the

relevant requirements and applicable regulations and in line with the actions taken to improve

organisation, as planned with the company management at the start of the year.



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The following were the priority objectives:

1. significant aspects for compliance with regards to the Organisation, Management and Control

Model pursuant to Italian Legislative Decree no. 231/01 on the new environmental crimes,

2. improvement of process planning and control aspects, specifically related to:

order management;

product non-conformity management;

supplier qualification;

management system audit;

management of the delivery, receipt and storage on site of materials intended for plant

installation.

Safety

In November 2012, the annual audit was carried out of the premises/sites, maintaining the three-year

certification expiring on 08.05.2015.

In 2012, work was continued, revising and integrating the system reference instructions and procedures,

in order to keep it up-to-date with regards the operative reality, in compliance with the relevant

requirements and applicable regulations and in line with the actions taken to improve organisation and

the needs for prevention and control, in compliance with the reference international legislation and

Italian legislation pursuant to Italian Legislative Decree no. 81/2008 according to that planned with the

company management at the start of the year.

The following were the priority objectives:

analysis of business processes with reference to the standards adopted in terms of health and

safety;

review of the procedures involved to maintain legislative conformity with the new implementing

circulars on accident preventions

plans for improving and monitoring prevention and protection activities.

PERFORMANCE OF THE SUBSIDIARIES

Following the disposals made during previous years, as of 31 December 2012, there were no subsidiaries

in operation.



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USW CAMPANIA PROJECTS

I.1 USW Campania Projects: situation until 31 December 2009

As already extensively described in the previous reports, towards the end of the 1990s, the Group

became involved in the urban solid waste disposal projects in the province of Naples and other provinces

of Campania, through the subsidiary companies FIBE and FIBE Campania (hereinafter in this chapter

jointly referred to as ‘the Companies’).

Between 2000 and 2003 the companies completed the development of the RDF Plants, which were built

for them by other companies of the Impregilo Group namely FISIA Italimpianti (for all

electromechanical works) and Impregilo Edilizia e Servizi (for civil works), and took the steps necessary

to produce RDF and store it temporarily until such time as the waste-to-energy plants were ready.

Over the years, the situation has become increasingly critical due to the following main factors:

a) non-commencement by the Campania Regional Authorities of the scheduled separated waste

collection with the related agreed volumes, an essential factor underpinning the project and

service contracts agreed by the companies and the government commissioner;

b) inadequate landfill areas made available by the government commissioner;

c) the waste-to-energy plant works at Acerra, that should have begun at the start of 2001 according

to the contract, but were only actually commenced in August 2004 following the extraordinary

intervention of over 450 agents of the police force who liberated the sites that had been occupied

by protesters since January 2003;

d) work on the waste-to-energy plant of S. Maria La Fossa that should have been carried out at the

same time as that of the Acerra plant, only obtained the go ahead in 2007;

e) on 12th May 2004, the Naples public prosecutor seized the plants with their simultaneous release

on attachment bond as part of a proceeding that included investigation of the directors of the

group companies involved in the project (FIBE, FIBE Campania and Fisia Italimpianti), and top

management of the previous commission;

f) an increasing number of municipalities, companies and inter-municipality consortia refused to

pay the tariffs due to the Companies for the treatment of their waste, resulting in a significant

increase in Company receivables and inevitable financial tension;

g) given this critical situation, the banks that had granted FIBE a project loan to construct the RDF

plants and waste-to-energy plant at Acerra suspended all further payments (they had granted €

173.5 million); moreover, the negotiations aimed at agreeing similar funding for the RDF plants

and waste-to-energy plant of FIBE Campania (at Santa Maria La Fossa) were interrupted; these

circumstances worsened the financial situations of FIBE and FIBE Campania and that of the

entire Impregilo group (as Fisia and Impregilo Edilizia e Servizi, Fisia Babcock and Fisia

Italimpianti were engaged to build the RDF plants and the waste-to energy plants and Fisia also

provided plant management services).

h) In light of the above situation, the first few months of 2005 saw the implementation of acts and

regulations aimed at restoring the project to its original state and normal operating conditions -

also at top institutional levels following the direct involvement of the Italian government:



21

i) the overdue receivables for the waste tariffs through to 31 December 2004 should have been

recovered following issue of Law decree no. 14 of 17 February 2005 (converted into Law no. 53

of 15 April 2005) whereby the Cassa Depositi e Prestiti should have ensured payment of the

outstanding amounts under a specific procedure of roughly 60 days;

j) recovery of the receivables overdue after that date should have taken place by the appointment of

ad acta commissioners by the extraordinary government commissioner using its powers assigned

by the President of the Council of Ministers Order (‘OPCM’) no. 3397 of 28 January 2005;

k) the problems related to the judicial seizure of the plants would have been resolved by

implementation of a ‘Programme for structured and management actions for RDF plants’

prepared by the commissioner and subject, for certain aspects, to the approval of the Naples

public prosecutor, which should have allowed their release from seizure within reasonably short

terms as per a document (the ‘Conformity Deed’) signed by FIBE and FIBE Campania;

l) For that attaining to the availability of the landfills, on 7 December 2004 an order for the ‘Monte

Sarchio’ landfill and on 1 April 2005 for the ‘Campania’ landfill were issued by the

Commissioner of the Government; many of these acts specify that, upon the closure of the

landfills currently in use, two new sites would be equipped and used in the Campania Region in

order to ensure more than a year of regular project management, at the same time allowing for the

possibility of reasonably considering that the landfill problem would be positively manageable

also beyond those time horizons.

Based on these beliefs, the Directors of both FIBE and FIBE Campania approved a business plan for

the period assuming standard continuation of operations.

However, a number of events took place in the following months that changed, in a significantly

negative way, the beliefs inferred from the legal and administrative measures, in particular:

m) the Cassa Depositi e Prestiti had not shown any signs of applying the measures set out in Decree

Law 14/2005 (converted into Law 53/2005) in the months following its issue and, therefore, the

receivables overdue on 31 December 2004 were still outstanding with serious doubts about the

collection of those that became due in 2005;

n) following social-political agreements, the government commissioner had delayed the use of one

of the two landfills previously authorised and had not allowed preparation of the second. This

implied that FIBE and FIBE Campania, in order not to disrupt services, had to use private

landfills outside the region fully bearing the very high and unplanned disposal and transportation

costs from April. Their request for reimbursement from the commissioner was not accepted;

o) meanwhile, the government commissioner issued a writ of summons of May 2005, thereby taking

legal action against FIBE, FIBE Campania and FISIA. claiming compensation for alleged

damages relating to costs borne by the commissioner in the past for transporting waste outside the

region (see below for further details concerning these proceedings);

p) the banks that had given the first instalment of € 173.5 million of the project loan agreed with

FIBE, not only confirmed that they were no longer willing to provide the rest of the loan, but also

formally requested that the loan structure be dismantled as it was no longer considered suitable in

view of the critical situation of the USW Campania project.

In this situation, on 30 November 2005, Italian law decree no. 245 (converted into law no. 21

dated 27 January 2006), came into effect on 15 December, which has:

(i) at 15 December 2005 terminated existing contracts between FIBE S.p.A., FIBE Campania

S.p.A. and the government commissioner for the Campania Waste Emergency on an ope legis



22

basis, yet ‘without prejudice to any rights deriving from the terminated contractual

relationships’ (Art. 1.1);

(ii) requested that the above-mentioned commissioner:

(i) select ‘urgently’, under the ‘accelerated EU’ procedure, the new service provider for

waste disposal in the Campania region who was to replace FIBE and FIBE Campania

(Art. 1.2);

(ii) construct ‘the landfills…continue work to build the waste-to-energy plants at Acerra and Santa Maria la Fossa’ (Art. 6.2). In relation to this provision, we would point out that the

stated provision has in no way envisaged a specific procedural and contractual path in

relation to the final desalination of the systems.

(iii) foresee that, following delays in the selection of new service providers for waste disposal in the

Campania region (the “transition period”), until such time as the tender has been awarded and, in any case, no later than 31 May 2006 (subsection 6, Art. 1 extending the state of emergency

up until that date), FIBE and FIBE Campania should continue to ensure the supply of the

service. This is in full compliance with the coordination action carried out by the Government Commission against the right to be reimbursed by the Commission Body for all expenses and

costs sustained with this regard (Art. 1.7, as amended by the stated Italian Law Decree no. 236/2006 – Art. 1 paragraph 4 OPCM no. 3479/05);

(iv) provided specific regulations for:

a) the ‘acceleration of collection procedures’ of the waste disposal tariffs (Art. 2);

b) ‘guarantee the reaching of objectives for the separated refuse collection… and for overcoming the current emergency situation’ (Art. 5).

With the aim of encouraging the implementation of the procedure for tenders indicated sub ‘b.i.’, in

March 2006, FIBE and FIBE Campania complied with the request of the government commissioner

for waste emergency in Campania in formalising a promise to sell, binding and valid until 30

September 2006 ( <a> statement of promise to sell’). Under this ‘declaration’ FIBE and FIBE

Campania committed to selling the following assets to the commissioner (likewise allowing the

transfer of those assets to the subject indicated by the commissioner on the outcome of the tender):

p) waste-to-energy plant in Acerra at its carrying amount on 15 December 2005, increased by

additional entries to be made by the current owner FIBE for work carried out and to capitalise

financial expense and technical costs incurred in the period from 16 December 2005 and the

payment date;

q) the land on which the waste-to-energy plant of S.Maria La Fossa is to be constructed, owned by

FIBE Campania, for its carrying amount at 15 December 2005;

r) sundry equipment used to manage the waste treatment plants and RDF stocking sites, owned by

FIBE, FIBE Campania and Fisia Italimpianti, for its book value at 15 December 2005;

s) RDF stocking sites and related stocked materials, owned by FIBE and FIBE Campania, for their

book value as of 15 December 2005.

The tenders published on 31 March 2006 also specified that the parties were to pay FIBE and FIBE

Campania for the right to use the RDF plants (which are owned by the government commissioner), all ‘costs not amortised and incurred by the previous providers of the service up to 15 December 2005’.



23

The tender held with details published on 31 March 2006 ended without the contract being awarded

since only two bids were presented, one of which was non-eligible due to lack of necessary

qualifications.

With regards to this situation, the public institutions involved in the affair intend beginning a new

procedure, calling for bids from throughout the European Union. They are committed to conducting

the procedure in a significantly shorter time span than the previous one, and have asked FIBE and

FIBE Campania to renew their ‘statements of promises to sell’ as described above. This request was

accepted and the statements were renewed until 31 March 2007.

In August 2006 the tender for the allocation of the urban solid waste disposal services for the

Campania region was called again. The assets to be sold and the amounts were unchanged from the

previous tender.

Given the continued critical waste situation in Campania, the Government issued two successive

Decree Laws aimed at facing and overcoming this emergency. Specifically:

(i) Law decree no. 263 dated 9 October 2006 (converted into law no. 290 dated 6 December 2006),

which included:

(i) the appointment of a new commissioner, the head of the Civil Protection body, who

reports directly to the President of the Council of Ministers (Art. 1.1);

(ii) the cancellation of the tender procedure held in August 2006 (Art. 3.1);

(iii) the requirement of the new commissioner to redefine ‘the conditions for awarding the tender for waste disposal services in the Campania region’ (Art. 3.1);

(iv) the amendment of law no. 21/2006 setting out that the current service providers shall be

obliged to continue providing waste disposal services until such time as the tender has

been awarded, and that ‘relating to the necessary passage to deliver the new service providers, including therein that relating to the personnel and to eventual fixed and moveable assets that may be considered useful, taking into consideration the effective functionality of its age and state of maintenance’ (see Art. 3.1-bis);

(v) the provision of measures aimed at guaranteeing an effective separated collection of

urban solid waste (Art. 4);

(vi) an extension of the emergency waste regime in Campania to 31 December 2007 and the

‘transition period’ (Art. 1.1);

(ii) Law decree no. 61 dated 11 May 2007 (converted into law no. 87 dated 5 July 2007), which

included:

1) the implementation, ‘also aimed at preventing new emergency situations from arising’, new sites destined as landfills (Art. 1.1);

2) the requirement of the commissioner to select ‘urgently… also through the direct assignment to subjects other than the current service providers…optimal solutions for the treatment or for the disposal of waste and for the eventual disposal of the refuse bales’ (Art. 2);

3) the request that the commissioner adopt ‘the plan for the construction of an integrated waste cycle for the Campania region’ (Art. 9);

At the same time as the issuing of the legislative regulation, on 5 July 2007 a new commissioner for

the waste emergency in Campania was appointed in person to the Prefect of Naples.



24

Following the specific requests made by FIBE and FIBE Campania, on 10 August 2007, the new

commissioner accelerated reimbursement of FIBE and FIBE Campania for the costs sustained for the

management of the service owing, and not yet paid, in addition to the direct supply, by means of

advances, of payment of strategic payroll and sub-supplier costs for the companies in the

management of the disposal services.

In autumn 2007, the commission recommenced preparation of a new call for tenders, aimed at

selecting a new service provider for USW disposal. In an attempt to overcome the critical situation

that caused the previous tenders to be unsuccessful, the commission engaged upon - with the support

of FIBE and FIBE Campania – an articulated operation acknowledging the situation of the plants and

equipment as well as the relative indispensable manual work in the carrying out of the services to be

bidded for. This operation was got under way according to a plan that essentially retraced those at the

base of the original FIBE and FIBE Campania contracts:

(i) from a geographic point of view: the recognition was structured into two scopes: a scope

relating to the province of Naples and a scope relating to other provinces;

(ii) from a technical point of view: the operation had the existing RDF production plants and waste-

to-energy plant at Acerra (not yet completed) as its subject.

In December 2007, a new tender was finally issued for the award of the USW disposal service in the

province of Naples only. With Italian Prime Ministerial Decree dated 28 December 2007, on the other

hand, the state of waste emergency in Campania was extended to 30 November 2008.

At the start of the first quarter 2008, the commission received signs of interest from two large

industrial groups working in the field of waste treatment and energy production. These bidders,

however, after having asked to obtain the extension for the tender until the end of January 2008, then

pulled out of the procedure. Both showed reserve in regards to the non-existence of acceptable

guarantees on the part of the contracting administration regarding the availability of the sites where it

would be possible to dispose of the residues of the working processes of the RDF, and the adequate

certainties regarding the availability for erecting the plant at Acerra of the benefits according to the

‘CIP6’ regulation for the assignment of subsidised tariffs for electricity produced by the same plant.

In the light of the above-mentioned situation, and following further worsening of the emergency

situation in the Region, the president of the Board of Ministers issued OPCM 3656 on 6 February

2008, and 3657 on 20 February 2008:

a) the first confirmed the benefits of the ‘CIP6’ regulation “CIP6” for the Acerra plant: these

benefits were confirmed by Law no. 31 of 28 February 2008, which, during conversion of the

‘thousand-extension Decree’, foresaw that ‘for the plant.. at Acerra…are due…the financing and public incentives of state competence provided by the deliberation of the inter-ministerial Committee prices no. 6 of 29 April 1992";

b) the second authorised the disposal of all waste processed by the RDF plants and stored in the

Region to the waste-to-energy plant being supplied.

With OPCM no. 3653 dated 30 January 2008, moreover:

(i) an appointed Commissioner was named for the liquidation as of 31 December 2007 of the

commission management, in order to accelerate the move to ordinary management of activities

relating to the integrated waste cycle of the region of Campania;

(ii) he was thereby awarded a power of attorney to proceed with the recognition of all credit

positions matured up until the date of 31 December 2007, preparing a specific financial plan

and



25

(iii) an institutional conference was set up at which the Appointed commissioner participated, the

President of the Region of Campania and the Presidents of the Provinces, in order to allow for a

gradual move to the competent bodies and Administration in an ordinary fashion and guide the

transitory management and procedures for the definitive transfer of works.

The Appointed Commissioner pursuant to OPCM no. 3563/08 therefore arranged as follows:

(i) by order no. 001/08 dated 1 February 2008, the Company’s obligation to “guarantee until further provisions, the continuous cycle operation of the ex RDF plants (still functioning) of Campania, with costs and expenses recognised pursuant to ex OPCM 3479/05 – also with reference to any overtime to be paid to employees of the two companies – to be borne by the Appointed commission pursuant to O.P.C.M. no. 3653/08”;

(ii) with subsequent commission order no. 048/08 dated 14 March 2008, the obligations by the

Company to:

(i) “ensure continuation of the waste disposal service in the region of Campania and provide for the management of companies and the use of the assets available to them, in compliance with the coordination action carried out by the Appointed commissioner, until such time as the stated service should be awarded to the new awardees and, in any case, no later than 30 November 2008";

(ii) “stipulate the necessary contracts with all parties whose activity is necessary for the correct provision of the waste disposal service";

(iii) “guarantee, within the plants available to them, the timely compliance with safety at work legislation”.

Against these obligations, payments of services provided by Fibe S.p.A. and Fibe Campania S.p.A.,

implementing this order, should have been arranged by the Appointed commission in accordance

with the provisions of Art. 1, subsection 4 of the Order by the President of the Council of Ministers

no. 3479 dated 14 December 2005”.

These provisions were claimed against by Fibe and Fibe Campania before the Lazio Regional

Administrative Court - Rome, with judgement defined on 23 July 2008 by sentence no. 7280/08,

declaring that the claim could not be pursued due to lack of interest, considering the medio tempore

legislation governing the entire sector, whose grounds were of particular importance and relevance to

the company.

Following the issue of these orders, the government once again intervened directly, adopting

important measures aimed at solving the existing critical problems. These include the assignment of

role that until then had been identified as the Extraordinary Commission for Waste emergency in the

region to the Under-secretary of State at the Chair of the Board of Ministers, a role held by the

Department Head of Civil Protection.

Specifically, it deals with the following provisions:

a) Law decree no. 90 dated 23 May 2008 and Law decree no. 107 dated 17 June 2008, both

converted into law no. 123 dated 14 July 2008. The conversion law, also:

a) confirms FIBE’s obligation to complete the Acerra waste-to-energy plant (see Art. 6-bis,

subsection 4);

b) specifically authorises ‘the use of the Acerra waste-to-energy plant’ (see Art. 5,

subsection 2) in addition to the combustion at the same plant, of the so-called ‘eco bales’

(see Art. 5, subsection 1);



26

c) authorises ‘the development of the Santa Maria La Fossa waste-to-energy plant)’ (see Art.

5, subsection 3), in addition to the ‘development of a waste-to-energy plant on the territory of Naples’ (see Art. 8, subsection 1);

d) sets out the possibility of assigning the benefit of the so-called CIP (Inter-ministerial

Committee on Prices) 6 ‘for the waste-to-energy plants located in the territories of Salerno, Naples and Santa Maria La Fossa’ (see Art. 8-bis, subsection 1);

e) definitively sanctions the Impregilo Group’s withdrawal from waste disposal activities,

transfer ring ‘title’ of the RDF plants 'located in the respective territories’ to the provinces

(see Art. 6-bis, subsection 1) and sets out ‘the commitment by the Armed Forces for the technical and operative running of the afore-specified plants’ (see Art. 6-bis, subsection

3);

f) sets out that, under the responsibility of a Commission comprising five technicians

appointed by the President of the Appeals Court of Naples, ‘an evaluation of the value’ of

the Acerra waste-to-energy and RDF plants be carried out, ‘also for the purpose of a potential purchase, for payment, by the new service provider’, and that the evaluation of

the RDF plants must be carried out considering ‘the effective function, the age and state of maintenance of such’ (see Art. 6, subsection 1);

g) envisages that against the services that FIBE and FIBE Campania may be called to sustain

in relation to the activities of competence of the Commission structure (thereby referring

to the completion of the Acerra waste-to-energy plant), this commission structure may

proceed to make direct payment of the competences of third parties (as compared with the

ex-trustees), thereby relieving the Company of all financial commitments. This method is

also envisaged in relation to the so-called ‘statement' of management costs that the

Company made for the period running from 16 December 2005 to 31 December 2007,

against which the commission structure continues to be in breach.

h) the extension to 31 December 2009 of the state of emergency.

b) Law decree no. 97 dated 3 June 2008, converted into Law no. 129 dated 2 August 2008, which,

amongst other matters, transferred the task of defining ‘the methods by which to grant public aid of state competence, as per the resolution taken by the Inter-ministerial Price Committee no. 6 dated 29 April 1992, to waste-to-energy plants located in the territory of the provinces of Salerno, Naples and Caserta’ to the Ministry for Economic Development, together with the

Ministry for the Environment;

c) Order of the Chairman of the Council of Ministers no. 3685 of 19 June 2008) which included,:

a) the transfer to the provinces, who had obtained title of the RDF plants, of the

‘instrumental resources present in each plant’;

b) the employment, by these provinces, of staff (other than managers) with fixed-term

employment contracts, working in the RDF plants;

d) Decree no. 3299 dated 30 June 2008 and letter no. 1882 of the same date, both from the

Undersecretary of State, which, amongst other matters, contain provisions relative to:

a) the completion, by FIBE, of the Acerra waste-to-energy plant;

b) the transfer of RDF plant management to the provinces.

The provisions indicated hereto are of fundamental importance as, very briefly, thanks to these:



27

a) the Acerra waste-to-energy plant is finished. On 11 September 2009, the report for the

completion of works was signed and on 16 July 2010, the work final test report was issued;

b) Combustion of the so-called ‘eco bales’ produced has been specifically authorised in that

waste-to-energy plant;

c) a further two waste-to-energy plants are to be constructed, which will enjoy, together with the

Acerra waste-to-energy plant, the benefit of CIP 6;

d) FIBE and FIBE Campania are definitively relieved of managing the RDF plants, whose title has

been transferred to the provinces of Campania, and whose management has been entrusted to

the Armed Forces.

Subsequently to the issue of these provisions, and under the coordination of the relevant commission

structures, FIBE and FIBE Campania have worked towards fully implementing that set forth.

Specifically:

the acquisition of title of all plants and relative accessory goods by the relevant commission

structure, has been completed, with reports signed on 30 July 2008 and 7 August 2008;

as from July 2008, in relation to the completion of the Acerra waste-to-energy plant, the

competent authorities have begun recognition activities aimed at identifying both the costs

already sustained and not yet paid to third parties for activities carried out subsequent to the

termination of contracts, and the activities currently underway and to be completed in order to

finalise plant start-up;

with the expected confrontation with trade union representation, the FIBE S.p.A. downsizing of

staff has been completed, together with the subsequent undertaking of responsibility for such by

the relevant provincial commission structure.

We would also point out that in December 2008, under the scope of the procedure for entrusting the

management service of the waste-to-production plant under construction, a new service provider has

been identified, in the figure of a major Italian company, currently owner of other important waste

disposal and relative energy recovery plants.

Subsequently with provisions prot. no. 0021331 – prot. no. 0021332 – prot. no. 0021333 – prot. no.

0021334 – prot. no. 0021335 of 12th November 2008 of the Head of the Technical Operative Mission

pursuant to OPCM 3705 of 18 September 2008, the return was arranged to the Company of the

individual assets accepted by the relevant Commissions, on the basis of an assessment of their non-

function, pursuant to OPCM 3693/2008. The Company responded to these provisions with letter

FIBE prot. U/08/462 dated 18 November 2008, disputing the content and showing that they had been

entirely relieved of the integrated disposal system, thereby no longer having any managerial

obligations with regards to works and assets that were indisputably used under the scope of the

integrated disposal system.

The provision then followed referred to as prot. 0022743 dated 21 November 2008 of the Structure of

the Head Operative Technical Mission pursuant to OPCM 3705 dated 18 September 2008, whereby

the content of the previous determination to return was basically reinforced. The role played by Fibe

and Fibe Campania as mere executors as from 15 December 2005 was disputed, with the consequent

assumed permanence with such of a managerial obligation of offices, sites and plants that were still

not functional to the performance of the overall disposal service management, under the scope of the

assessments made by the Administration subsequent to the ‘temporary’ entry of the Commission.

These provisions were, in any case, brought before the competent Lazio Regional Administrative

Court – Rome, with judgement defined with sentence no. 2537 dated 13th March 2009, accepting the



28

recourse and cancellation of these deeds. This sentence was claimed against by the under secretary

and, incidentally, by the companies Fibe and Fibe Campania.

The Council of State ruled with regards to the claim proposed by the under secretary on 26 January

2010, with sentence no. 290/2010, confirming the theories of the Impregilo Group and consequently

cancelling the claims brought by the under secretary structure with regards to the alleged lack of

function of the sites involved by the dispute. On 22 July 2009, through the appointed Commission,

the Under Secretary had once again ordered the Company to accept site delivery and the relevant acts

were also claimed against before the Lazio Regional Administrative Court by Fibe and Fibe

Campania.

On 05 March 2009, OPCM no. 3745 was issued, establishing the start-up and provisional operation of

the Acerra waste-to-energy plant until successful completion of the tests: the first line of the plant

was started-up on 18 March 2009, whilst the third and last on 08 May 2009, with consequent full

functioning on 14 September 2009.

On 18 March 2009, OPCM no. 3748 was issued. This had the declared aim of “finally defining all

aspects concerning the conferral of the waste to the Acerra waste-to-energy plant”, and established

the conferral to this plant of only the waste produced and stored as from the date on which the award

contracts were terminated with the company (post 15 December 2005). No provision was made with

regards to the waste produced prior to this date.

This OPCM was duly claimed against before the Lazio Regional Administrative Court and we are

awaiting a date for the relevant hearing.

Again during 2009, in view of the previously-described provisions of law that saw the Impregilo

Group and, more specifically Fibe S.p.A. continue to be responsible for completing the development

of the Acerra waste-to-energy plant, the merger by incorporation took place of Fibe Campania S.p.A.

into Fibe S.p.A.. The merger took effect with regard to third parties as from 1 November 2009, whilst

the accounting effects are forecast as from 1 January same year.

In December 2009, moreover, the Commission ad acta appointed by the Local Administrative Court

to collect the amounts due to the ex-awardee from the Campania administrations in relation to the

waste disposal service performed until 15 December 2005, completed a first important stage of its

task. This stage consisted of ascertaining the reciprocal credit positions (of Fibe and Fibe Campania)

and debit positions (of local Campania administrations, also determining the additional fees due to the

Group for default interest accrued as of 15 December 2005. More specifically, from the described

activities carried out by the appointed Commission, it has been seen that the figures highlighted by

Fibe basically coincide with those highlighted by the Administration with regards to:

A) sums due to the ex-providers as tariff for waste disposal, for a total amount of approximately €

138 million;

B) amounts due to the ex-providers for default interest accrued as of 15 December 2005 for a total

amount of approximately € 8 million;

C) receipts recorded by the Administration on tariff and interest account for approximately € 39

million.

Following these activities, the appointed Commission notified that the Local Administrative Court

now has the task of ruling on the differences documented by Fibe and those prepared by the

Administration. This is with specific reference to approximately € 8 million (of tariff and interest)

that Fibe believes have been received by the Administration, but of which the Administration has no

record, and also concerns demands for compensation made by the Administration to Fibe for a total



29

of approximately € 38 million, default interest accrued subsequent to 15 December 2005 and up to 31

December 2008. Fibe has calculated these amounts as approximately € 40 million. There are also an

approximate further € 4 million that the Administration declares as realised by Fibe, but of which

Fibe has no record.

Although significant differences remain between the Administration's and Fibe's records, differences

that the Commission appointed by the Local Administrative Court shall have to assess, the

Commission has, in any case, envisaged start-up of executive proceedings with regards to the local

administration debtors of Fibe, for the amounts resulting from the above-described comparisons. This

thereby shows, albeit more than 4 years after termination of the award contracts, a new input for

finding a solution, at least as concerns the positions accumulated by the ex-awardees as of the date of

contract termination.

I.2 USW Campania Projects: evolution of the situation since 1 January 2010

We would point out that in view of the cessation of the state of emergency in the Campania waste

sector, a cessation envisaged by Italian Law no. 123/2008, previously mentioned, for the 31

December 2009, on 30 December 2009, Italian Law Decree no. 195/2009 was promulgated,

converted with amendments into Italian Law no. 26 dated 26 February 2010. This law contains,

amongst other aspects, some significant indications that can be summarised as follows:

(i) the Mission structures, envisaged under the scope of the emergency of Italian Law 123/2008,

are replaced by two units: one Operative Unit and one Supernumerary Unit. These Units

operate "under the scope of the Presidency of the Council of Ministers – Civil Guard Department”;

(ii) the Supernumerary Unit has the task of identifying the assets and liabilities ‘deriving from activities carried out during the Campania waste emergency and traceable to the Commission and Undersecretary of State secretaries to the waste emergency’. The Unit also has the task of

ordering these items according to a principle that is basically in line with that envisaged for

bankruptcy proceedings and with dividing up the limited financial resources allocated by the

government to the Unit according to this principle;

(iii) in relation to the optimisation of the Acerra waste-to-energy plant, this is determined as € 355

million. The transfer of ownership of the Acerra plant, from the Impregilo Group to the

Campania region (either to the President of the Council-Civil Guard Department or to a private

individual), must take place no later than 31 December 2011, according to a new decree issued

by the President of the council of Ministers and following identification of the relevant financial

resources. Up until that time, the ex-awardee of the service shall be due rental fees determined

as € 2.5 million per month for a duration of up to fifteen years. The fees in relation to the 12

months prior to the transfer of ownership will be removed from the calculation of the fees due

for the transfer, along with the amounts advanced to the ex-awardee - in accordance with Art.

12 of Italian Law Decree no. 90/2008 - on account for developing the plant;

(iv) again in relation to the Acerra plant, it is also established that until the transfer of ownership,

the plant may not be sold, is not subject to seizure or other such provisions, and nor can

transcriptions or other such prejudicial acts be recorded for the plant;

(v) further charges are then borne by the ex-awardee with regards to a group of guarantees of a

substantially different and significantly more expensive nature than the current best practices

applicable in the plants sector. Plant management, furthermore, is assigned to the new awardee,

as from 2010, despite the envisaged presence of guarantees issued and despite the fact that it is

still owned by the Impregilo Group.



30

The activities prior to the final test of the Acerra plant were carried out during the first two months of

2010 and the related certificate was issued on 16 July 2010 with confirmation on the positive

outcome of the procedure.

In the conversion of the Law Decree 195/2009 into Law, in the first few days of 2010, the companies

of the Group involved by the provision immediately presented a claim before the Lazio Local

Administrative Court.

The recourse to the Lazio Local Administrative Court disputes the damage to FIBE’s property rights

over the Acerra waste-to-energy plant, with the forecast of a forced rent and purchase of the plant,

without the immediate compensation of the parties who are authoritatively deprived of ownership of

the goods. The plaintiffs have also requested (in addition to the referral to the acts of the Court of

Strasbourg or the Constitutional Court), the injunction of the acts on the waste-to-energy plant and on

the amounts already received and to be received by GSE from the Department, and deriving from the

sale of electrical energy produced by the plant, and that the legislative provision has assigned ex-lege

in the favour of the Civil Guard.

At the outcome of the hearing of 24 November 2010, the Regional Administrative Court:

a) by order no. 5032/2010, filed on the next day, rejected the interim measure, noting that “at present the criteria of periculum in mora would appear not to be met, as Law Decree no. 195/2009, as amended by the conversion law no. 26/2010, has quantified the price for the transfer of ownership of the waste-to-energy plant, to be completed by 31 December 2011 as 355 million euros, and, in the meantime, has established rent for the use of the plant, of € 2,500,000 per month”. An appeal has been filed against this order by FIBE, which is currently pending

with G. R 10469/2010 and which will be matched to those currently being prepared against the

non-definitive sentence stated below;

b) by order no. 1992/2010, the matter of the unlawful nature of the fees protecting the ownership

established in the CEDU has also been submitted to the Constitutional Court, of arts. 6, 7,

paragraph 1, 2 and 3 of Italian Law Decree no. 195/2009. More specifically, the matter of the

unconstitutional nature of the Articles in question has been considered grounded, insofar as:

the plant value is anchored as of the date of the conversion of the law, 26 February 2010,

although it took the ENEA estimate as reference, which measures the assets as of 2005-

2006;

the plant value, thus estimated, is unlawfully reduced by the rent paid during the first

twelve months prior to the deed of transfer;

the time is not identified when the credit right of the expropriated owner arises;

the party to whom the asset is to be transferred has not been identified;

the time of transfer is not identified;

fundamentally, the financial resources needed and preliminary to the asset transfer have

not been identified.

For all of the above, the claim raised of the unconstitutional nature of the law has been

considered as not clearly without grounds and the judgement has been submitted to the decision

of the Constitutional Court for ruling on the points notified;

c) with non-definitive sentence no. 39180/2010, the court has finally instead declared as

inadmissible the “appeal in the part in which it disputes the lack of attribution to the plaintiff of revenues deriving from the sale of electricity produced by the Acerra waste-to-energy plant and, by virtue of this, declares the matter of constitutional legitimacy irrelevant with reference to



31

Art. 7, paragraph 5, Law Decree no. 195/2009, converted, with amendments, by Law no. 26/2010”; finally declared “the clear lack of grounds of the matter of constitutional legitimacy with reference to Art. 7, paragraph 4 and 6, Law Decree no. 195/2009, converted, with amendments, by Law no. 26/2010".

With regards to the appeal filed against the non-definitive sentence, by order no. 5117 dated 14

June 2011, the State Council also submitted the matter to the Constitutional Court of the

constitutional nature of Art. 7, paragraphs 4, 5 and 6 of Italian Law Decree no. 195/2009 (reforming

the local administrative court sentence) in relation to the provision for the public administration

retaining availability, use and enjoyment of the Acerra waste-to-energy plant upon the potential

optional stipulation of a rental contract, moreover subjected to oppressive, unlawful guarantees and

conditions. In this respect, the State Council noted that the lack of automatism between the

acquisition of the plant availability and the payment of the related prices makes "the breach of constitutional and institutional provisions (EC Treaty and Human Rights Convention) on ownership very clear indeed."

The hearing at the Constitutional Court is scheduled for 18 April 2012. On this date, a postponement

was ordered to the hearing of 03 July 2012 and then to 18 September 2012, where the case was

further postponed to a later date, as yet to be scheduled. The hearing at the European Human Rights

Court in relation to the appeal presented by the Group on 22 June 2010, protocol no. 36485/10 has yet

to be scheduled.

In this context, however, we can see that during the latter part of financial year 2011, the public

counterparties in whose regard the above action was taken, with specific reference to the Civil Guard

Department at the Presidency of the Council of Ministers, have proposed a series of meetings with the

Group, at the outcome of which an agreement was achieved to settle the dispute in relation to the

Acerra plant. This solution, the essential terms and conditions of which were defined prior to the end

of financial year 2011, establishes on the one hand the recognition of the legitimate indemnity due to

FIBE as plant owner for (i) cleaning the asset - determined by the claimed against provisions of

Italian Law Decree no. 195/2009 - and for (ii) use of the asset whilst awaiting completion of the

administrative procedures required for the transfer of ownership for an all-inclusive amount of €

355,550,240.84, and on the other hand the abandonment of the related disputes and connected

enforcement actions in the meantime undertaken by FIBE to protect its rights. The economic results

of this solution, with respect to the evaluations made previously in relation to this dispute, have

resulted in the realisation of an economic result on a consolidated base that is positive and totals €

68.8 million net of the related tax effects, which was incorporated by the Group under the scope of

the result of discontinued operations as of 31 December 2011.

The procedure should have been completed by 31 December 2011, both according to the provisions

of Italian Law Decree no. 195/2009 and according to the agreements proposed in 2011 by the Civil

Guard Department, but, for matters resulting from the complex administrative procedures necessary,

was deferred by virtue of the provisions of Italian Law Decree no. 216/2011 (the so-called

"Thousand-extension decree") to the first part of this year.

In the meantime, moreover, the DPCM of 16 February 2012 was issued, which ordered the transfer of

ownership of the plant to the Region Campania and identified (together with the later Italian Law Decree no. 16 of 02 March 2012, converted into Italian Law no. 44/2012 of 26 April 2012) the

financial resources in order to make payment of said amount to FIBE.

Lastly, we should report as follows:

a) With Italian Law Decree no. 16 of 02 March 2012, converted with amendments into Law

no. 44 of 26.04.2012 it was established, under Art. 12, paragraph 8-10 that:



32

8. The Region Campania is authorised to use the resources for the 2007-2013 Cohesion and Development Provision in relation to the Regional Enactment Programme for the purchase of the Acerra waste-to-energy plant in accordance with Article 7 of Italian Law Decree no. 195 of 30 December 2009, converted, with amendments, by Italian Law no. 26 of 26 February 2010. The resources necessary, equal to € 355,550,240.84, are transferred to the same Region.

9. In view of the purchase pursuant to paragraph 8, the resources that have already been finalised in accordance with Article of said Italian Law Decree no. 195 of 2009, to the payment of the rental charges pursuant to Article 7, paragraph 6 of said Italian Law Decree, are destined to the same Region as State grants.

10. For tax purposes, payment by the region of Campania of the amount of paragraph 8, insofar as made to define any claims of the owner of the plant, pursuant to Article 6 of said Italian Law Decree no. 195 of 2009, acts as settlement compensation liquidation between the private and public parties concerned. All deeds perfected in implementation of the provision pursuant to the period above are exempt from taxation.

b) On 14 March 2012, the Decree no. 17226 of the Ministry for the Economy and Finance was

adopted, changing the financial statements;

c) With Italian Law Decree no. 59 of 15.05.2012, converted into Italian Law no. 100 of 12 July

2012, under Art. 3, paragraph 4, it was established that:

"4. Considering the resolution of the Council of Ministers on 16 February 2012, adopted in the meeting of 14 February 2012, in accordance with Article 61, paragraph 3 of Italian Law Decree no. 5, converted, with amendments, by Italian Law no. 35 of 04 April 2012 and registered by the Court of Auditors on 23 March 2012, concerning the transfer of the waste-to-energy plant of Acerra to the Region of Campania and the consequent decree of the Ministry for the Economy and Finance no. 17226 on 14 March 2012, setting out changes in the financial statements, resources of the 2007-2013 Cohesion and Development Provision relating to the Regional Enactment Programme, needed for the purchase of said waste-to-energy plant, equal to € 355,550,240.84, pursuant to Article 12, paragraph 8 of Italian Law Decree no. 16 of 02 March 2012, converted, with amendments, by Italian Law no. 44 of 26 April 2012, are transferred directly to the creditor company formerly owner of the Acerra waste-to-energy plant, as full settlement of all its claims, by the competent Department of the Ministry of Economic Development. In view of the fact that the transfer is made on behalf of the Region Campania, for it, for tax purposes, the provisions of paragraph 10 of Article 12 of said Italian Law Decree no. 16 of 2012 remain in force, converted, with amendments, by Italian Law no. 44 of 2012. This is without prejudice to any guarantee given by the Italian Civil Code in favour of the Region Campania that purchased the plant. Paragraph 4-bis shall apply to the compensation of the effects in terms of the needs and net debt deriving from the implementation of this paragraph.

d. In compliance with this latter provision of law, payment was therefore made of the above amount

indicated in favour of Fibe S.p.A.

Finally, as concerns the ascertainment of the passive state of the Campania waste emergency

commission management (procedure envisaged by Law Decree no. 195/2009 by virtue of the

cessation of the state of emergency), on 7 December 2010, DPCM no. 903 was published in Official

Journal no. 903, which called for the public opinion on the formation of the passive mass, granting

terms of 60 days as from the date of publication in which to present the related requests for

admission. The Supernumerary Unit appointed to this end by Law Decree 195/2009, has been



33

presented with claims totalling € 2,403,801,269.74. The titles by which the claims have been made

are those stated in the court of law (including tariff credits pre-December 2005, credits for 2006/2007

balances, credits for RDF plants) in addition to requests for compensation (damages emerging for

greater costs and loss of earnings deriving from the termination ex lege of the award contracts, in

addition to damages pursuant to the counterclaim already made in the civil claim pending before the

Court of Naples). Instead, the request relative to payment of the price for the Acerra waste-to-energy

plant, which goes beyond the duties of the Supernumerary Unit (now the Technical - Administrative

Unit) and for which the legal claim is proceeding as described previously.

* * *

II. The dispute currently underway in relation to the USW Campania projects

II.1 Administrative proceedings

a) In October 2006, FIBE and FIBE Campania appeared before the Regional Administrative Court

of Lazio citing non-fulfilment by the Commissioner of the obligations specified under the

above-mentioned Decree Law 245/2005 (converted into Italian Law no. 21/2006) in order to: (i)

recover the sums due from local administrations for the fees for waste disposal up to the date of

the termination of the contracts (15 December 2005) and (ii) choose the delivery sites for FOS

(organic stabilised fraction) and surplus products of the RDF plants and set up and carry out a

maintenance plan for the plants.

The Regional Administrative Court of Lazio, after having upheld (with the regulations of 11

October 2006, confirmed by the State Council on 7 November 2006) the precautionary appeal

made by FIBE and FIBE Campania, with sentence no. 3790 published on 27 April 2007,

declared that:

(i) FIBE and FIBE Campania effectively provided the waste disposal service assigned them

by the contracts dated 2000 and 2001 until 15 December 2005. They therefore have the

right to see the legally envisaged procedure completed by the Administration, in order to

allow them to recover the credit matured;

(ii) pursuant to the termination ope legis of the service providing contracts, FIBE and FIBE

Campania ‘as from 15.12.05, became mere executors on behalf of the commission appointed, of a service [waste disposal] for which they had definitively lost title’;

(iii) the commission structure must conclude the proceedings aimed at upholding the

plaintiffs' claims, within 45 days;

(iv) should the administration continue their breach, a commission has been appointed ad acta,

with further terms of 45 days, to make alternative provisions.

With these measures, the commission structure filed an appeal with the State Council who, with

sentence no. 6057 of 28 November 2007, rejected the appeal, fully confirming the decision of

the Lazio Regional Administrative Court.

In the meantime, the legislation specified above caused the company’s interest to cease with

regard completion of the proceedings aiming to identify the sites to receive the FOS (stabilised

organic fraction) and overflow waste produced by the USW plants. The same legislation also

arranged for the implementation of a plant maintenance plan whilst awaiting the plant transfer

to the competent administrations. The interest, on the other hand, continued, with regards to the

procedure aiming to recover credits matured for the service performed until 15 December 2005.

As already mentioned in point I.2 above, in December 2009, the Commission ad acta appointed

by the Local Administrative Court to collect the amounts due to the ex-awardee from the

Campania administrations in relation to the waste disposal service performed until 15



34

December 2005, completed a first important stage of its task. This stage consisted of

ascertaining the reciprocal credit positions (of the Impregilo Group) and debit positions (of

local Campania administrations, also determining the additional fees due to the Group for

default interest accrued as of 15 December 2005.

b) With sentence no. 7280 dated 23 July 2008, the Lazio Local Administrative Court re-confirmed

the principles already specified in the stated sentence 3790/2007, confirmed by the Council of

State with sentence no. 6057/07, as further confirmed and integrated by the medio tempore

legislation implemented and pursuant to the stated Italian Law Decree no. 90/08 and 107/08,

converted into Italian Law no. 123/08 et seq..

This sentence, which has now become final given the lack of appeal by the Administration, is

particularly important for the company, insofar as, in terms of grounds, it provides a timely

reconstruction of the role and responsibilities that can be respectively attributed to the ex-

awardee post 15 December 2005 – now ‘mere executors’ of the commission directives – and

the commission appointed by the Government – the sole principals of the waste disposal service

and coordination action, held to identify the best possible waste disposal solutions. At the same

time, the ruling also shows how all obligations ex lege of the ex-awardees ceased as of 31

December 2007, in contrast with the extension provisions claimed against with the previous

norms regulating conditions and the limits of the specific emergency intervention. In any case,

the Local Administrative Court noted that the new legislation also affected the orders claimed

against, insofar as this is suitable to application on previous trading relations headed by the

plaintiffs, who “are not required to take any further action, except that aimed at allowing for the Province and Armed Forces to take over management of the plant, human and instrumental resources and relations with third parties”. In view of the above, the Regional Administrative Court concludes “It is therefore logical to consider that the Appointed Commission shall respond for the obligations accepted”.

c) In December 2008, FIBE and FIBE Campania appeared before the Regional Administrative

Court of Lazio Regional Administrative Court, appealing against several orders with which the

parties delegated by the Government Commission to the technical operative management (the

so-called Head of the technical-operative mission ex-O.P.C.M. 3705/2008 and the so-called

Commissions ad acta for the provinces), obliged the companies to re-take possession of some

areas and storage sites – purchased by the same parties appointed in August 2008. This was

because they were held to be non-functional to service management. At the same time, they

asked for the ascertainment - “(i) of the non-existence by the plaintiffs, of any obligation to manage offices, sites and plants used at all times under the scope of the Campania integrated waste disposal system, in view of the current sector legislation that has fully governed all situations, including those previous, in complete coherence with the sentence issued by the Lazio Local Administrative Court no. 3790/2007, confirmed by the Council of State with sentence no. 6057/2007 and by the Lazio Local Administrative Court sentence no. 7280 dated 23 July 2008. These sentences concern the nature of relations between the Administration, the companies Fibe and Fibe Campania and third parties, of the Administration’s obligation to comply with the relevant provisions contained in the stated sentences issued by the Lazio Local Administrative Court 3790/2007, confirmed by the Council of State with sentence no. 6057/2007 and by the Lazio Local Administrative Court ruling no. 7280 dated 23 July 2008 on the nature of relations between the Administration, the companies Fibe and Fibe Campania and third parties”.

Following the results of the hearing on 19 January 2009, the Lazio Regional Administrative

Court suspended execution of the provisions claimed against and, with sentence no. 2357/09, on



35

13 March 2009, upheld the claims of FIBE and FIBE Campania, cancelling the provisions

disputed.

The Administration brought an appeal against this sentence before the State Council, with

petition notified on 08 July 2009. In their proceedings appearance, the companies in turn

explained an incidental appeal against the same ruling, in order to see the claims held to have

been dealt with on a first level also examined and upheld. These, more specifically, concerned

the fault of the assumptions with regards to the alleged non-function of the sites for the overall

waste management action. They also concerned the request to ascertain that the companies were

free from all obligations to manage offices, sites and plants used at any time under the scope of

the Campania integrated waste disposal system, in view of the sector legislation, and the request

to ascertain the Administration’s obligation to conform to the sentences of the Lazio Local

Administrative Court no. 3790/07, as confirmed by the Council of State with sentence no.

6057/07 and by the Lazio Local Administrative Court no. 7280 dated 23 July 2008, with

regards the nature of relations between the Administration, the companies Fibe and Fibe

Campania and third parties.

In the meantime, on 22 July 2009, the Under Secretary of State, through the Commission ad

acta of the provinces, notified Fibe and Fibe Campania of the new summons to accept delivery

of the above-stated sites. These acts were also duly brought in appeal before the Local

Administrative Court.

On 26 January 2010, finally, the Council of State, with ruling 290/2010, definitively confirmed

cancellation of the orders issued in December 2008, releasing Fibe from all obligations in

relation to the management of sites, which, in the Administration’s opinion, had been held as

non-functional to their activity.

More specifically, with this ruling, proceeding to carry out an interpretative analysis of OPCM

3693/2008, the Council of State has considered that the appeals presented are unlawful due to

their being contrary to reference regulations in relation to an incorrect assessment of the

concept of asset functionality to the overall waste disposal service management.

To be precise, the Council of State has brought the scrutiny of the function of the sites to the

regulations dictated by Art. 183, paragraph 1, letter D) of Italian Legislative Decree 152/2006,

which specifically identifies the concept of waste management as the collection, transport,

recovery and disposal, including the control of these operations, as well as the control of

landfills after closure.

This then followed on with the identified functionality of the assets, subject of the return

demanded, to the overall management of the disposal service, with a consequent declaration of

the unlawful nature of the claims made.

Despite these conclusions, the party appointed ex lege 26/2010 to manage the sites in the

province of Caserta first and subsequently that appointed to manage the sites in the province of

Naples and Benevento, have undertaken a new initiative with the aim of attributing FIBE S.p.A.

the costs in relation to looking after these sites.

In view of these initiatives, the claim for revocation presented by the Company at the competent

legal organisation, was rejected on 25 October 2010. We would, in any case, point out that

following the request for clarifications concerning the specification of the obligations of

custody, the criminal chambers of the Court of Naples V established, in its order of 24

November 2010, that the legal custodian has “the sole prerogative and task of guaranteeing that seals remain intact, the consistency of the item seized and of reporting any dangers to the legal authority”. This conclusion, in accordance with the lawyers assisting us, supports the Company

in considering that the legal custodian is relieved of all liability as long as it, with due diligence,



36

notifies and/or informs the relevant authorities in a timely manner of any events that may in any

way affect the integrity of the assets seized and this is precisely the conduct adopted by the

natural persons specified as custodians.

This is also the context in which the initiative falls taken in a civil setting before the Court of

Naples, by S.A.P.NA. SpA, provincial company established by the Province of Naples, which,

with approximately 40 judges, has disputed its take-over of the ownership of some provisional

and definitive storage sites and areas - the same deemed not to be functional by the

Commissioners ad Acta with the orders of December 2008, appealed against by FIBE SpA, and

which have led to the rulings of the Lazio Regional Administrative Court no. 2357/09 and the

Council of State no. 290/10 - asking, subordinately, for the relief of FIBE Spa and/or the

Government Commissioner of the costs of management medio tempore incurred and those to be

incurred for potential reclamation.

Fibe SpA has filed an appearance in each of the various proceedings and these are still

underway.

d) The companies then once again brought a claim before the Lazio Local Administrative Court,

notified on 30 April 2009 (G.R. 3770/2009), whereby they disputed the inertia of the

Administration in completing the administrative processes of totalling and recognising costs for

the activities ex lege performed by the ex-awardee of the service and for the works ordered by

the Administration and carried out by the company during the interim management (16

December 2005 – 31 December 2007). They therefore asked the Local Administrative Court to

declare the unlawful nature of this silence and to ascertain the obligation by the Administrations

unwilling to conclude the stated proceedings in reasonable terms, with the simultaneous

appointment of an ad acta Commission, should such terms expire without results, asking that

they take the steps necessary in lieu of the breaching Administration. Upon the outcome of the

hearing held for discussion on 24 June 2009, the Local Administrative Court, with ruling no.

7070/2009 declared the appeal inadmissible, stating that given the dispute concerned the “ascertainment of equity claims, still grounded on obligations assumed ex lege”, the Company

should have not enabled the special rite of silence, but rather bring a specific claim for

ascertainment and sentencing before the Local Administrative Court, as exclusive jurisdiction.

In noting the Local Administrative Court's decision, the Companies therefore proposed a new

claim before the Lazio Local Administrative Court (G.R. 7338/2009) in exclusive jurisdiction

pursuant to Art. 4 of Italian Law Decree 90/2008, for the issue of the necessary sentencing of

ascertainment and ruling against the Public Administration to pay the amounts due, even as a

warning. The warning claim has been rejected, as the Local Administrative Court did not see

the basis for the issue of an injunction. The case is currently pending on the merits. Whilst

awaiting the scheduling of the related hearing for discussion, on 8 April 2010, the preliminary

entry was notified and subsequently filed in order to appoint a technical consultant who will

examine the documentation filed on record and thus identify the amount:

of the debt of the Administration for management activities calculated by the Company as from 16 December 2005;

of the amount already paid by the Administration by way of this title;

of the amount of the debt already verified and recognised, but not yet paid, by the Administration on the basis of administrative provisions already issued and delivered;

of the amount not yet verified or paid by the Administration for activities calculated by said companies;



37

of the amount to be paid by the Administration for works entrusted to said companies and carried out by these as from 16 December 2005;

of the amount already paid by the Administration by title of point e) above;

of the amount of the debt already verified and recognised, but not yet paid, by the Administration on the basis of administrative provisions already issued and delivered;

of the amount not yet verified or liquidated by the Administration for works performed, by appointment of the administration, by the companies Fibe S.p.A. and Fibe Campania S.p.A., on the basis of the documentation on record;

The appointed Consultant shall, having verified the documentation on record, identify and specify for all activities imposed and carried out by the companies Fibe S.p.A. and Fibe Campania S.p.A. in its favour, as from 16 December 2005, net of the amount already paid by the same title and all other items that the Court may submit it.

A specific request for withdrawal has therefore been filed for the petitioned scheduling of the

hearing for discussion, after which the local administrative court, with interlocutory sentence

no. 3669, arranged for the verification of the accounts presented during the reports, in order to

ascertain the grounds for the claims brought before the court, reserving the right to make

decisions in relation to the conclusion of the procedure. To this end, the Court has chosen "La

Sapienza" University of Rome to carry out the verification in relation to the queries filed. On 29

January 2013 a partial appraisal was deposited in relation to the period running from 15

December 2005 to 31 December 2006. In February, finally, an extension was granted until 30

April 2013 for the deposit of the definitive appraisal relating to all periods considered.

e) With appeal notified on 18 May 2009, G.R. 4189/09, the companies again appeared before the

Lazio-Rome Local Administrative Court, claiming against OPCM no. 3748/09, where it

established conferral to the Acerra waste-to-power plant of only the waste produced and stored

as from the date of termination of the award contracts with the companies (post 15 December

2005). We are currently awaiting the scheduling of the relevant hearing.

Although convinced that the obligation to dispose of all bales produced and stored in the

Campania territory (regardless of the solution chosen by the P.A. as to which waste should be

disposed of before which) lies firmly and only with the Administration, as a precautionary

measure, the companies have appealed against this order before the competent Local

Administrative Court of Lazio.

f) We should also point out that with sentence no. 3886 of 05 May 2011, the local administrative

court of Lazio, in ruling on the petition brought by FIBE (Gen. Reg. 9942/2009) to ascertain the

breach by the public administration of the obligation to pay costs not amortised by the plaintiff

as of 15 December 2005 for the RDF plants of Campania, upheld the appeal and sentenced the

P.A. to pay a total amount of € 204,742,665 plus legal and late payment interest from 15

December 2005 until final settlement, to FIBE, by virtue of this. This sentence correctly

reconstructs the relations between the parties in view of the contractual framework and

reference legislation, confirming that by virtue of the termination of the contracts, the RDF

plants became available to the Administration with the latter - as indeed it, itself specifically

declared - obliged to pay the ex awardees all costs not amortised as of the termination date (15

December 2005). With regards to the value of the claim, in addition to the accounting data

supplied by the plaintiff, the local administrative court rules on the basis of recognitions

expressed by the P.A. in previous tenders for the award of the service, the values of which are

stated and known.



38

It should finally be pointed out that the Administration appealed against this sentence by deed

notified on 11 July 2011. The appeal (Gen. Reg. 6313/11) was discussed at the hearing of 13

December 2011, after which, with sentence 868/2012 filed on 20 February 2012, the State

Council rejected the appeal brought by the Administration, with related compensation of the

procedural expenses.

Counsel has proposed an appeal for Cassation of the sentence of the Council of State, claiming

lack of jurisdiction of the administrative court. FIBE has, in turn, notified a counter-appeal and

incidental appeal by rite, on the one hand disputing the arguments of the administration and on

the other, incidentally appealing against the ruling by the Council of State in the part where it

chose to deal first with the issue of the jurisdiction (even if solved positively) instead for

considering the lateness of the recourse to appeal. In turn, the lawyers have brought a counter-

appeal against the incidental appeal of FIBE. The hearing has been scheduled for 26 March

2013. In the meantime, following the start-up by FIBE of enforcement proceedings, the

Administration has asked the Council of State to suspend the sentence. Upon completion of the

discussion of 15 January 2013, the Council of State agreed, in accordance with Art. 111 of the

C.P.A. the suspension requested, limiting it, however, to the amount exceeding € 61,422,799.50

(equal to 30% of the amount sentenced).

g) By order of the Campania regional administrative court no. 292 of 23 February 2012, made in

the appeal Gen. Reg. 301/2012, the claim was rejected, as had been made by the plaintiff

S.A.P.NA. S.p.A. to suspend the ministerial order whereby the provincial company was asked

to send the results of the characterisation and emergency make-safe plan of the contaminated

table water in relation to the landfill site of Settecainati in Giugliano, owned by Fibe s.p.a. The

plaintiff called Fibe S.p.A. to court, declaring the responsibility for the contamination and the

obligation to ensure the characterisation and make-safe. The rejection order compensated the

expenses of the interim stage. Whilst awaiting scheduling of the hearing of the merits,

moreover, the order of the Campania regional administrative court as per this paragraph, was

appealed against by S.A.P.NA. at the Council of State, which, on 23 May 2012, rejected the

appeal, confirming the first instance ruling.

h) By sentence of the Lazio regional administrative court no. 5831 of 26 June 2012, made in the

appeal Gen. Reg. 7434/2008 and subsequent grounds added, brought by Fibe S.p.A. for the

cancellation of the commission and ministerial provisions that require the transmission of the

results of the characterisation and make-safe of the soils and water of the table, at risk of the

activation of powers in lieu in damages, of the registration of the real expense and

ascertainment and recovery of the environmental damages in relation to the landfill site in Cava

Giuliani in Giugliano, the lack of jurisdiction was declared of the regional administrative court,

in favour of the Superior Court of Public Waters, insofar as they were considered administrative

provisions on public water.

The judgement was summarised before the Superior Court of Public Waters and the hearing of

summons has most recently been postponed to 09 October 2013.

i) By sentence of the Lazio regional administrative court no. 6033/2012, published on 03 July

2012 and notified on 13 September 2012, the appeals were united and rejected as under Gen.

Reg. 10397/2007, 10398/2007 and 2770/2012 and related added grounds, proposed by Fibe

S.p.A. for the cancellation of the commission and ministerial provisions requiring the

characterisation and make-safe, at risk of the activation of damage procedures, in relation to the

site of Pontericcio, RDF production plant and storage area; and the Cava Giuliani, storage area

site. An appeal has been brought against this sentence to the Council of State (Gen. Reg.

7313/2012) insofar as the ruling would appear to have clear disregard of the facts, instead being

based on contamination seen in a different site to that concerned by the proceedings. In actual



39

fact, the contamination of the landfill site of Cava Giuliani is recalled in error (as pointed out in

the expert report of the Public Prosecution of Caserta, prepared during the criminal proceedings

pending r.g.n.r. 15968/2008) and subject to a different appeal, Gen. Reg. 7434/2008 pursuant to

letter H above. On 21 November 2012, the Council of State rejected the preliminary request

made by Fibe for the suspension of enforcement of the sentence and we are currently awaiting

the scheduling of the hearing of the merits.

Following the rejection of the preliminary request for sentence no. 6033/2012, Fibe S.p.A. has

decided to show the Ministry for the Environment and other competent authorities, with

communication of 13.12.2012, that it is willing to spontaneously enforce sentence no.

6033/2012. All thus whilst not admitting any liability, without prejudice to the dispute pending

for the merits and reserving the right to repeat the expenses deriving from this activity.

II.2 Civil proceedings

With the writ of summons of May 2005 the government commissioner requested compensation from

FIBE, FIBE Campania and FISIA Italimpianti for alleged damages of approximately € 43 million.

During the course of the proceedings, the government commissioner increased its request for

compensation for more than € 700 million, adding a further request for compensation for damages to

its image for one billion euros.

The companies appeared before the court to dispute the claims made by the government

Commissioner, lodging a counterclaim requesting compensation for damages and sundry charges for

an initial total of more than € 650 million, to which it added a further request for compensation for

damages to its image for € 1.5 billion. More specifically, the companies summoned complained

about the serious delay (compared to that foreseen in 2000 and 2001 contracts) in the issuing of the

necessary authorisations for the construction of the waste-to-energy plants and the consequent delay

in their construction. Delays that determined both the lengthening of the period or temporary storage

of the so-called ‘eco-bales’ produced as well as an increase in the quantity of ‘eco-bales’ stored with

the subsequent need to acquire greater areas for storage: circumstances that led to greater costs

charged to the service providers FIBE and FIBE Campania.

In the same proceeding, the guarantors of FIBE and FIBE Campania’s performance, with respect to

their contract with the government commissioner, also requested that the commissioner’s claim be

rejected. They also requested to be held harmless by Impregilo from the commissioner’s claims.

Impregilo appeared before the court to appeal against the demand of the guarantee banks.

The case was defined by sentence no. 4253 of 11 April 2011, which declared a lack of jurisdiction of

the Ordinary Court in favour of the Administrative Court. The State advocacy appealed against this

sentence and the hearing before the Court of Appeal of Naples was therefore established for 13

November 2012 and Fibe duly filed an appearance.

With the "Renewal Appearance" of 1 August 2012, the Ministry of Justice and the Penalties Bank

summarised, before the Court of Milan, the judgement concerning the enforcement of security for a

total of € 13,000,000.00, given by some major banks as a guarantee of the execution of the provisions

required by the Prosecution of Naples as part of the RDF plant seizure procedures.

In the hearing before the Court of Milan (Gen. Reg. 57109/2012), the Group companies filed an

appearance and disputed the grounds of the claim in various ways, amongst others claiming that the

policy was inoperative as it had been activated after expiry, in addition to the absence of a basis for

enforcement and in turn calling the Government Commissioner to the case.

At the first hearing of appearance of 17 January 2013, the case was postponed for the specification of

the conclusions at the hearing of 05 December 2013.



40

Finally, we should mention some civil judgements recently passed by the public administrations

involved in various ways in disputing the work of Fibe in relation to complex credit/debt relations

concerning the "contractual management" period. Although these are separate proceedings with

respect to those already described, we would point out that these too refer to the same subjects

concerned by the claims made by Fibe in the administrative court and on which ad acta

commissioner work is still underway (see above, point II.1.A). On this basis and with the support of

the lawyers assisting the Group in this complex context, we believe that we can reasonably confirm

the evaluation of the complete correctness of the work of Fibe in the "contractual" period and the

consequent qualification of the risk of losing in these disputes is a mere possibility.

The lawyers assisting the Company in fact believe that the claims made by the public administration

are reasonably able to be disputed, considering both the reasoning and, in any case, the admissibility

in the case at hand of legal compensation.

* * *

II.3 Criminal proceedings

In September 2006, the public prosecutor at the Court of Naples served Impregilo S.p.A., Impregilo

International Infrastructures N.V., FIBE S.p.A., FIBE Campania S.p.A., Fisia Italimpianti S.p.A. and

Gestione Napoli S.p.A. in liquidation a ‘Notice of the conclusion of the preliminary investigations

about the administrative liability of companies’ related to the alleged administrative crime pursuant to

Article 24 of legislative decree no. 231/2001 as part of a criminal case against certain ex-directors and

employees of the above companies, investigated for crimes as per subsections 1 and 2 no. 1, Article

640 of the Criminal Code in relation to the tenders for management of the USW disposal cycle in

Campania. Following the results of the preliminary hearing of 29 February 2008, the judge at the

Court of Naples took in the request for postponement on the judgement put forward by the

Prosecutor.

The proceedings of the merit are currently underway and at the debate stage wherein the witnesses

are heard and the technical consultants of the defence.

On this regard, it must be specified that the Court, in upholding the claim made by the Company’s

defence, has excluded the possibility of the constitution of the civil party with regards to the entities

involved pursuant to Italian Legislative Decree no. 231/2001 and, therefore, all constitutions of the

civil party that took place during the preliminary hearing, were declared inadmissible.

It should also be pointed out that at the hearing of 15 June 2011, the Public Prosecutors Noviello and

Sirleo proceeded with the additional dispute pursuant to Art. 517 of the Code of Criminal Procedure

against only the natural persons, of the crime pursuant to Articles 110 of the Criminal Code, 81,

paragraph 53-bis of Italian Legislative Decree no. 22/97, now 260 Italian Legislative Decree no.

152/06.

The public prosecutor made the following precautionary measures:

- ‘assets’, pursuant to Art. 19 of legislative decree 231/2001 (seizure: of the RDF plants; of the Acerra waste-to-

energy plant; of approximately 43 million euros belonging to Impregilo group companies; of receivables of

approximately 109 million euros due to FIBE and FIBE Campania from municipalities in the Campania region);

and

- ‘interdiction’, pursuant to Art. 9 of legislative decree 231/2001 (alternatively: ban on negotiating with the public

bodies, exclusion from subsidies, loans and similar assistance; ban on advertising goods and services).

In relation to these cautionary measures, the judge, with sentence on 26 June 2007, ordered the

preventive seizure of the ‘profit of the offence’ disputed, quantified as a total amount of

approximately 750 million euros; specifically the judge arranged for the preventive seizure, by

equivalent:



41

- as sum of € 53,000,000.00, corresponding to that advanced by the commissioner for the construction of the plants

in the various provinces of Naples;

- of the total amount of the disposal tariff received, equal to 301,641,238.98 euros;

- of the certain, liquid and demandable receivables due from the municipalities and not yet received, equal to

141,701,456.56 euros;

- of the amount of the expenses borne by the commission relative to the disposal of the USW and of the districts

downstream of the RDF plant working, equal to 99,092,457.23 euros;

- of the sum of € 51,645,689.90 corresponding to the missing deposit, the payment of which was agreed on, to

guarantee the exact fulfilment of the contractual obligations;

- of the sums received as a premium for the collection work carried out for the Commissioner’s office and the

Municipalities of a sum to be determined on its execution;

- of the sum of € 103,404,000.00 equal to the value of the work carried out in the construction of the waste-to-

energy plant at Acerra up to 31 December 2005.

The judge also set forth, again in the sentence issued on 26 June 2007, as an interdiction measure, a

ban on negotiating with public administration for one year: this measure is limited to the disposal,

treatment and Energy production of waste, which ceased in June 2008.

The preventive seizure ordered by the Judge does not have any ex-propriative effect, but merely

comprises a ‘stop’ on the assets that remain the property of the subjects to whom they ‘belong’ which

can be confiscated only on the outcome of proceedings regarding this before the Court of Naples first,

then the Court of Appeal and the finally the Court of Cessation. In any case, as partial implementation

of the cautionary measures, liquid sums held by Impregilo, Fisia Italimpianti, FIBE and FIBE

Campania with some banks, have been seized for approximately 124.8 million euros, in addition to

receivables due to FIBE and FIBE Campania from local administrations, for work prior to 15

December 2005, for a total of approximately € 190 million.

On 07 July 2007 an appeal was filed against the cautionary measure with order of 24 July 2007 the

review court rejected the appeal.

The cautionary measures of preventive seizure, confirmed by the Court of Review, were also subject

to recourse before the Court of Cassation on 5 November 2007.

On 23 January 2008, the II Chamber of the Supreme Court, entrusted with the appeal, referred the

decision to the United Chambers who, on 27 March 2008, cancelled the seizure:

a) on the one hand, stating that ‘the profit from the offence... comprises the economic benefit of the direct and immediate causal derivation from the crime, and is concretely determined net of the effective profits gained by the damaged party, under the scope of the bilateral relationship with the body’;

b) on the other hand, acknowledging that neither the judge nor the Court of Review of Naples had

correctly applied the principal. Specifically, as the United Chambers had stated: ‘the

argumentative route on which [the Court of Review sentence] is based, although acknowledging the specific factual aspects of the incident examined, develops only partial and reductive legal considerations with regards to the concept of ‘profit’. It does not receive the notion as specifically outlined and, relying merely on the serious breach of contract by the service providers, ends up by identifying the profits to be seized in an abstract manner, failing to verify the concrete existence of the necessary causal relationship between the unlawful fact and the consequent benefit’.

The Court of Cassation also thoroughly analysed the individual items seized under the preventive

order, reaching the conclusion that:



42

(i) the stated items – with the exception of the tariff net of VAT – do not comprise a ‘profit from

the offence';

(ii) the amount of the tariff (net of VAT) that could in theory be seized, must be determined by

deducting the value of the services supplied by FIBE and FIBE Campania, and from which the

administrations have benefited, from the tariff. And, on this last matter, it is important to point

out how:

the Court of Cassation acknowledges that ‘the service supplied’ by FIBE and FIBE

Campania ‘has not been constantly marked by unlawfulness, and has continued for a long time, with no formal dispute by the administration benefiting from such’;

the Regional Administrative Court of Lazio and the State Council (with the stated

sentences 3790/2007 and 6057/2007) have acknowledged that these companies did, up

until 15.12.05, effectively carry out the waste disposal service entrusted to them by virtue

of the 2000 and 2001 contracts.

Following this sentence by the Court of Cassation, the Court of Review of Naples, with order filed on

7 August 2008, set out the revoke of the seizure and the immediate return of the goods effectively

seized. In relation to this order, on 18 August 2008 the Naples Public Prosecutor presented a claim

before the Court of Cassation, assigned to the Second Chambers, that, as a result of the hearing of 16

April 2009, “Cancelled the provision disputed with the exclusion of the part in relation to the seizure of the amount of 301,841,238.98 euros and ordered transmission of the deeds to the Court of Naples for new examination".

The hearing in relation to the assessment submitted by the Supreme Court on the credit items beyond

that of 301,841,238.98 euros in relation to which, as stated, the revocation of the seizure has been

revoked, was held on 20 October 2009 before the Naples Review Court. The decision was issued on 2

February 2010, after more than 3 months of trials. The Review Court, with the outcome of this

decision, further adjusted the items that the Naples Judge had specified in the first order of July 2007,

as abstractly subject to seizure. The adjustment therefore excluded the following from the items that

could abstractly be seized, in addition to the value of the tariff received by the ex-awardee up to 15

December 2005, the exclusion of which had been arranged by the ruling mentioned previously of the

Court of Cassation: the amount of approximately € 103 million in relation to the works on the Acerra

waste-to-energy plant as of 15 December 2005; the value of € 53 million in relation to advances paid

by the Commission for the development of RDF plants outside the province of Naples; the amount of

approximately € 26 million in relation to credits for process discards of waste; in addition to less

major items, all for a total of approximately € 182 million. When this amount is added to the

approximate value of € 301 pursuant to the second ruling issued by the Court of Cassation, the total

amount that can abstractly be seized equates to around € 483 million. The same Court, however, also

provided that the following items should be subjected to seizure:

documents representative of credits for a total of € 115.5 million (corresponding to the value of

the credits not yet received as of 15 December 2005, which the Judge had identified in July

2007 as € 141.7 million, from which the amount of approximately € 26 million must be

subtracted, in relation to credits for process discards of waste, insofar as these are allegedly held

to be “of public utility from the action of the ATI”);

the amount of approximately € 99 million in relation to charges allegedly sustained by the

Commission for the disposal of waste out of the region; and

the amount of approximately € 52 million in relation to the caution deposit to be received in the

event of ATI breach.



43

In the days immediately following the Review Court's decision, the seizure was once again

implemented.

The Impregilo Group companies once again appealed against the decision of the Review Court before

the Supreme Court, and further deposited the execution at the Naples Court pursuant to Art. 666 of

the Italian Code of Civil Procedure, excepting those that, in its opinion and that of its legal

consultants assisting with the complex proceedings, are free from substantive executive procedural

vice and free from vices of form. The second proceedings have been defined by sentence of the Court

of Cassation, First Chambers, on 29 October 2010, in the sense of considering the Ordinary Court of

Naples as competent for enforcing the seizure, to the detriment of the theory whereby the judge

chambers of the Court of Naples was held to be competent. As concerns the judgement before the

Supreme Court, as an outcome to the hearing of 17 June 2010, the Court of Cassation upheld the

appeal presented by the Companies of the Group, arranging for the cancellation without submission

of the seizure of the amounts of approximately € 99 million and approximately € 52 million, in

addition to the cancellation with submission of the seizure of the documents representing credits for a

total of e 115 million, in order that the Review Court should ascertain of the credits claimed by FIBE

were certain, liquid and demandable and, additionally, verify the effective capacity to confiscate said

credits with reference to Art. 19, paragraph 1 of Italian Legislative Decree no. 231/2001, which

excludes the confiscation of profit for the part that may be returned to the parties damaged.

The Supreme Court also rejected the appeal brought by the Public Prosecution.

On 26 November 2010 and 02 February 2011, the hearing should also have been held during which

the Review Court was to rule, as Referred Court, on the part relating to the credits. Please also

remember that in relation to these proceedings, challenges had been made by the Group lawyers of

two members of the judging board. As an outcome of the hearing relative to the discussion of these

petitions, hearing held on 25 October 2011 at the Court of Appeal of Naples, these challenges were

rejected and the hearing was adjourned to 11 January 2012. After this hearing, the Court reserved the

right to decide.

As at 15 June 2012, the order was filed of the Review Court, in which it was established that "in

upholding the review applications presented in the interests of Fisia Italimpianti S.p.A., Fibe S.p.A.,

Fibe Campania S.p.A. and Impregilo S.p.A., against the preventive seizure decree issued by the

examining judge at the Court of Naples, Rosanna Saraceno, on 26 June 2007, ordered the annulment

of the mentioned aleatory provision on the documents representing the credits claimed by the

temporary consortium with regards to the municipalities for the disposal of Urban Solid Waste, equal

to the amount of € 115,521,757.27, deriving from that of € 141,701,456.56 relative to the tariff for

waste disposal not yet collected by the temporary consortium, less the utility derived from the

collectivity for the recoveries made, calculated as € 26,179,69.29". Against this order, the Public

Prosecution of Naples have not appealed for Cassation, and, therefore, also in relation to this latter

item released from seizure (of the receivables), "preventive enforcement" has been determined.

Again under the scope of these proceedings, which, upon completion of the interim stage with the

move to enforcement of all items concerning the original seizure, they are currently in the debate

stage, in the days immediately following the end of the first quarter of 2010, Impregilo, Fisia

Italimpianti and FIBE were notified of a new recourse, appeal, presented by the Public Prosecution of

Naples to the Review Court on the merits of a new interim measure taken by the same Public

Prosecution. The inquiring office, in fact, in addition to the appeal undertaken against the decision of

the Review Court on the new interim measure, rejected by the Supreme Court with the above

sentence, undertook a new interim measure aiming to concern the part of the alleged profit from

crime for which an interim measure had been issued by the Court of Cassation with decision of 16

April 2009, consisting of approximately € 300 million relating to the disposal tariff received by FIBE

and FIBE CAMPANIA prior to 15 December 2005 and for which precisely the Supreme Court, in the



44

last judgement, had confirmed the previous decision of the Review Court, which had excluded its

capacity to be seized (see above).

From the deeds notified, we can see that the first claim made in this sense by the Public Prosecution

was rejected by the Fifth Chambers of the Court of Naples, as Judge to the debate, adhered as the

latter noted no new elements with respect to the investigative framework in support of the original

seizure. Please also note that the new claim presented by Public Prosecution, moreover, had also

recalculated the amount to be submitted to actual interim measure to € 245,915,263.98 as compared

with the original € 301,641,238.98, which resulted from the previous claims. Following the appeal in

relation to the tariff collected proposed by the public prosecutors, the Review Court, at the hearing of

19 May 2010, adjourned the hearing for discussion of the request of the inquirers first to 26

November 2010 and then to 02 February 2011; the Court filed its decision on 11 May 2011, rejecting

the appeal brought by the public prosecutor. Against this decision, the Court of Naples brought an

appeal before the Supreme Court of Cassation. After the related hearing of 29 September 2011, the

Court of Cassation, Chambers II, cancelled, referring to the Naples Review Court, the mentioned

order issued by the Court "in order that the review court should once again examine all proof and

evidence, including the witness statements acquired in different proceedings and incorrectly

considered as unusable, as long as produced at the time the measure was requested". A further

hearing was therefore held before the Naples Review Court, scheduled for 15 November 2011.

As a result of this hearing, with order issued on 06 February 2012, the Naples Review Court once

again rejected the appeal of the prosecution, considering that - in compliance with the indications

arranged by the referral of the Supreme Court - no elements could be seen in the prosecution claims

able to overcome the precautionary measure already opposed and confirmed its rejection of the

request for seizure made by the inquiring authority. This latter ruling, although once again appealed

against by the Public Prosecution, which filed an appeal for Cassation in relation to which a hearing

is scheduled before the Supreme Court, Sixth Chambers for 17 May 2012, is a significant new

element under the scope of the complex, articulated dispute procedure described thus far. In

examining the conclusions of the order, in fact, it is seen that "In order to overcome the "precautionary order" [Editor's note, which had previously excluded the possibility of seizing the amounts claimed by various title by the prosecution] the following was necessary:

- differentiate on the basis of specific, timely ascertainment, what in the regular implementation of the contract had represented the price of the regular provision (not noting here if there was simple breach) from what was the profit obtained from the crime (on the basis of specific, timely ascertainment, the economic benefit deriving directly from the crime (profit that can be confiscated) and the price received for a lawful provision... ).

- ... only after having specifically identified what the profit was from the crime, separately from the price of regular provisions in criminal terms (not recording the statutory profiles of any total or partial breach) - it is therefore that of calculating any profits received from the public entity, as counter-provision of the equity order consequent to the fraud.

These elements, however, have not been offered as there is no new proof able to differentiate

deception and simple contractual breach.

Cassation, Sixth Criminal Chambers, after the above hearing of 17 May 2012, issued a sentence

declaring the recourse of the Public Prosecution inadmissible, confirming the decisions taken by the

Naples Courts and denying the existence of any new elements that could exceed the precautionary

enforcement formed, with reference to the item of the "tariffs" with the sentence of the Supreme

Court, Second Chambers of 16 April 2009.

* * *



45

During 2008, furthermore under the scope of a new investigation before the Court of Naples, on the

matter of waste disposal in the region and related activities carried out after the ope legis termination

of the contracts (15 December 2005), the preliminary investigations judge, upon request by the Public

Prosecution, issued personal cautionary provisions against both some managers and employees of the

companies FIBE, FIBE Campania and FISIA Italimpianti, and against managers of the commission

structure.

Under the scope of this investigation, which in the notified acts is described as both a continuation of

that previously illustrated and as independent proceedings deriving from new disputes, the ex-service

providers and FISIA Italimpianti are once again disputed administrative responsibility in the legal

persons pursuant to legislative decree no. 231/01.

The preliminary hearing ended on 29 January 2009, with a postponement to judgement of all those

involved. During the pre-discussion stage, the constitution of civil with regards to the legal parties

involved, was considered inadmissible. On 16 December 2009, furthermore, the Court of Naples

declared its incompetence and provided for the acts to be transmitted to the Rome Public Prosecutor.

The Court of Rome had arranged for the preliminary hearing to be held on 27 October 2010, during

which the Rome Judge scheduled the hearing for 13 December 2010 following incorrect notice of the

hearing served to FIBE S.p.A. At the subsequent hearing of 10 January 2011, the Judge of the Court

of Rome wrote-off the position of the Company's Managing Director at the time of the events, with

reference to some charges and first postponed to the hearing of 23 March 2011 and subsequently to

the hearing of 21 September 2011, then to the hearing of 14 December 2011 and finally to the hearing

of 28 March 2012, whilst for the remaining subjects and the remaining charges, the decision was

submitted to the Supreme Court of Cassation with regards to the negative conflict of territorial

competence, once again ruling that the Legal Authorities of Naples were competent to decide on the

positions; on 06 July 2011, the related hearing was held before the First Chambers of the Supreme

Court, which, however, postponed whilst awaiting knowledge of the orientation of the United

Chambers of Cassation. However, following the decision of the First President of the Supreme Court,

the "similar matter but concerning an entirely different event" was not dealt with by the United

Chambers and, therefore, the decision in question has not been submitted to the Second Chambers of

the Supreme Court, which, on 02 March 2012, established the competence of the Judge of the Court

of Rome on all charges and all defendants. Consequently, the proceedings started again from the

preliminary hearing before the Judge of the Court of Rome, with a hearing scheduled for 16 May

2012, which was then officially postponed until 26 September 2012 due to the assignment of the file

to another Judge in lieu of Mr. Mancinetti who had been transferred to alternative duties.

At this hearing, the new Judge, in the person of Mr. Saulino, after having brought the various parts of

the process before himself, established the extraordinary hearings of 10, 31 January and 14 March

2013 for the continuation of the preliminary hearing, after which he issued an order declaring that the

only civil party that had requested to file an appearance was inadmissible, and the Public Prosecution

asked to have a submission to judgement for all defendants and legal entities involved pursuant to

Italian Legislative Decree no. 231/2001. The preliminary hearing came to a close on 21 March 2013

and all positions before the Court of Rome, Collegial Chambers X, First Board were postponed for

judgement for 16 July 2013.

The Group companies involved in the new proceedings are entirely convinced of the legitimacy of

their work, also in view of the fact that their activities were not only specifically set forth by law no.

21/2006, but also carried out by them as ‘mere executors’ on behalf of the Delegated Commission

(see, on this, the decisions of the Lazio Regional Administrative Court and the State Council, recalled

above, at point II.A).



46

In January 2011, moreover, FIBE filed an appearance as the offended person in the proceedings

61604/10 RGNR with regards to the Hon. Nicola Cosentino, currently pending before the Court of

Santa Maria Capua Vetere; the accusation, subjected to the consideration of the debate court, and

which legitimises the quality of "person offended by the crime" of FIBE is that Cosentino made a

decisive contribution “to the planning and implementation of the project aimed – in particular through a consortium company […], the consortium […] and the other consortia of the province of Caserta controlled by it – to develop, in the region of Campania, an integrated cycle in competition with that legitimately managed by the FIBE-FISIA Italimpianti system, thereby boycotting the awardee companies in order to hegemonies the entire management of the related economic cycle and in any case create an unlawful managerial autonomy on a provincial level (so-called “provincialisation” of the waste cycle, directly controlling landfills, last waste disposal site, taking an active role in the design, construction and management of a waste-to-energy plant, instrumentalising the work of the Government Commission for the Waste Emergency)”.

On 27 January 2011, a decree of immediate judgement was issued with regards to the defendant and

FIBE was specifically identified as the "person offended by the crime". As already mentioned, the

proceedings are currently at the debate stage.

On 23 December 2011, moreover, FIBE S.p.A. was notified, as entity involved pursuant to Italian

Legislative Decree no. 231/01, a notice of the conclusion of the preliminary investigations in relation

to a further inquiry by the Public Prosecution of Naples. The accusation entails the dispute of Art. 24,

Italian Legislative Decree no. 231/01 in relation to the committing of the crime pursuant to Articles

81, paragraph 110, 640, paragraph I and II committed in concert and by agreement of the defendants

(natural persons) and other parties to be identified in relation to the management of the urban waste

water purification service provided by means of purification plants.

In particular, some natural persons of the Commission Structure and Fibe S.p.A. have allegedly been

actively involved and instigated others to create artifices and deception in order to hide and cover up

the poor management of the purification plants mentioned.

Fibe S.p.A. is charged because it allegedly presented notes reporting, amongst the items relating to

the disposal of the USW, expenses referring to the conferral of leachate, keeping quiet about the fact

that the leachate was allegedly conferred to plants without the necessary lawful authorisation, without

the necessary technical suitability and residual purification capacity.

It is likely that the Public Prosecution will request a submission to judgement before the Office of the

Judge of the Court of Naples, however, as in this case we are dealing with events disputed in the

period subsequent to the termination of the contract - when the work of the Company was not only

specifically governed by Law 21/2006, but had been carried out by them as "mere executors" on

behalf of the Appointed Commissioner - the Company is firmly convinced of the legitimacy of its

work.

III. The evaluation of the directors in relation to the situation as at 31 December 2012

The general outlook of the situation of the Impregilo group in relation to the USW Campania Projects

as at 31 December 2012 remains, as shown in the complexity of the issues described above,

extremely articulated and marked by some uncertainty, despite the positive evolutions seen recently.

Under this scope, the directors of Fisia Italimpianti have expressed the following considerations:

Recent decisions taken by the administrative magistrate, with specific reference to the claims made in

relation to the costs of the RDF Plants not yet amortised as at the date of the termination of the



47

service agreements (15 December 2005), as mentioned previously, although not yet able to be

considered definitive as they have been appealed against by the losing administration, also constitute

important, positive elements in support of both the positions assumed by the Group in relation to the

correctness of its work and the consequent evaluations made as of today.

With regards to the additional receivables for the management of the waste processing plant in the

period prior to 15 December 2005 and for the reporting of the costs incurred in execution of the

provisions given by the various commission managements who have taken over from each other in

the period post 15 December 2005, on the basis of the various initiatives taken on a group level, it has

been considered that these receivables must be considered as able to be recovered in full.

Despite being convinced that the various proceedings still open in the various seats (administrative, criminal and civil) shall show the correctness of the work of the Group, also in view of the recent decisions taken by the administrative magistrates in relation to the areas included in the municipality of Giugliano (see above points II.1.H and II.1.I.), still pending in the merits and for which an assessment of the risk of losing, with the support of the lawyers assisting the Group in the related disputes, can be qualified as merely possible, at present no precise terms can be identified for the closure of the various procedures.

Considering, therefore, the fact that the lawyers assisting the Group support it in believing that the evolution of the proceedings underway will show the correctness of the work carried out and, moreover, that the evaluation process structured in previous years and evenly developed until today's date is considered reasonable and prudent on the basis of the evidence seen in a legislative/regulatory context, duly supported, in this case too, by the opinion of the lawyers assisting the Group with the various legal issues and disputes, in view of the complexity and structure of the different dispute fronts as described in detail in the previous paragraphs, we cannot exclude the possibility that events may occur in the future, that we are not today able to predict, which may require changes to the evaluations currently performed.



48

TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES, PARENTS AND

RELATED PARTIES

Related party transactions, set out in the table below take place at normal market conditions.

RECEIVABLES PAYABLES

Financial fixed

assets

Short term

financial

Trade within 12 months

Other Short term

financial

Trade within 12 months

Other

Subsidiaries

Gestione Napoli S.p.A. in liq.

22

Total - - 22 - - - -

Associates

Nautilus S.c.p.a. in liq.

51

Villagest S.c.r.l. in liq.

247

144 Total - - 247 - - 195 -

Parent company

Impregilo S.p.A.

93

82,534 5,944 1,445

Total - - 93 - 82,534 5,944 1,445

Other companies

Consorzio Ramsar Molentargius

in liq.

1

Fibe S.p.A. 385 449 103,674

37,176

Total other companies 385 449 103,675 - - 37,176 -

Other related parties

Impregilo Arabia Ltd

143

Fisia Babcock Environment GmbH

3

Total - - 3 - - 143 -

TOTAL 385 449 104,040 - 82,534 43,458 1,445



49

COSTS REVENUES

Purchases of goods

and Services

Other costs Financial charges

Other revenues

Sale of goods and services

Financial income

Subsidiaries

Gestione Napoli S.p.A. in liq.

6

Total - - - - 6 -

Associates

Villagest S.c.r.l. in liq. 16

Total - 16 - - - -

Parent company

Impregilo S.p.A. 1,330

5,905 221 6

Total 1,330 - 5,905 221 6 -

Other companies

Consorzio Macopsisa Ambiente in liq. 9

Consorzio Ramsar Molentargius in liq. 6

Fibe S.p.A.

65

189

Total 15 - - 65 - 189

Other related parties

Fisia Babcock Environment GmbH

5

Total - - - 5 - -

TOTAL 1,345 16 5,905 291 12 189



50

OUTLOOK

The Company recently drew up a business plan for the period from 2013 to 2017.

The plan is based on more extensive strategic hypotheses with respect to those given in the plans

approved in previous years, both in terms of products and in relation to geographic markets.

For more details on the products and markets, we would refer you to the respective chapters of this

report.

The plan includes the income, equity and financial prospects of the Company in the period considered

and is based on the hypotheses, considered reasonable by the directors in relation to the possibility of

acquiring and forecast profitability of the projects.

In particular the plan forecasts acquisitions of around € 1.5 billion, an average annual production

value of approximately 300 million euros and EBIT that remains constantly positive throughout the

plan period.

The plan as summarised above was approved by the Board of Directors during the meeting held on 27

February 2013.

ANALYSIS OF GOODWILL REPORTED ON THE FINANCIAL

STATEMENTS

No goodwill was recorded on the financial statements after the impairment applied last year.

SIGNIFICANT SUBSEQUENT EVENTS

On 14 February 2013, the International Chamber of Commerce of Paris issued the final award

in relation to the arbitration between Qatar Electricity & Water Company and Fisia

Italimpianti for the dispute that had arisen in implementing the contract for the construction of

the Ras Abu Fontas A1 desalination plant, the effects of which were reflected in the financial

statements with a positive overall impact of approximately 17 million euros and which, in

March 2013, also resulted in the collection of receivables already withheld by the client in the

amount of approximately 57 million euros.



51

On 04 March 2013 was issued the last Final Acceptance Certificate for the contract of Jebel

Ali L2.

On 08 March 2013 an agreement was reached with Mitsui for the settlement of pending

matters in relation to the contract for the construction of the desalination plant of Shuaiba

North in Kuwait, in line with the book values. Following this agreement, last Provisional

Acceptance Certificates has been issued and amounts pertaining provisional and final

acceptance certificates collected.



52

ANALYSIS OF THE FINANCIAL POSITION AND RESULTS OF OPERATIONS:

ANALYSIS OF THE BALANCE SHEET

(in thousands of Euro) 2012 2011 Change

A. NET FIXED ASSETS

Intangible fixed assets

59

43 16

Tangible fixed assets

172

301 (129)

Financial fixed assets 71 142 (71)

302 486 (184)

B. WORKING CAPITAL

Work in progress, net of payments on account

64,765

149,300 (84,535)

Payments on account to suppliers

2,055 3,035 (980)

Trade receivables

192,869

380,566 (187,697)

Other assets

3,234

4,780 (1,548)

Trade payables (158,486)

(250,944) 92,458

Provisions for risks and charges

(4,176) (4,730) 554

Other liabilities (6,329) (5,965) (364)

93,932 276,042 (182,110)

C. INVESTED CAPITAL LESS

CURRENT LIABILITIES

94,234

276,528 (182,294)

D. EMPLOYEES’ LEAVING ENTITLEMENT (1,622) (2,277) 655

E. NET CAPITAL REQUIREMENTS

92,612 274,251 (181,639)

covered by:

F. OWN FUNDS

Paid-up share capital

10,000

10,000 -

Reserve and retained earnings (losses) carried forward

18,202

51,752 (33,550)

Net profit (loss) for the year

1,082 (33,551) 34,633

29,284 28,201 (1,083)

G. NET FINANCIAL DEBT (POSITION)

Medium to long-term financial receivables

(300)

(300) -

Short-term financial payables

87,143

247,927 (160,784)

Medium to long-term financial payables

-

- -

Liquid funds and short-term financial receivables

(23,515) (1,577) (21,938)

63,328 246,050 (182,722)

H. TOTAL AS IN E 92,612 274,251 (181,639)



53

DETERMINATION AND ALLOCATION OF ADDED VALUE

(in thousands of Euro) 2012 2011

Production revenues

63,932

40,493

Other revenues and income

14,579

7,561

PRODUCTION REVENUES

78.511

48,054

Raw materials, consumables, supplies and goods

(8,326)

(13,731)

Variation in raw materials, consumables,

- -

supplies and goods Services

(28,652)

(50,219)

Use of third party assets

(2,345)

(2,905)

(Accrual to) utilisation of provisions for risks and charges

(663)

(1,238)

Other operating costs

(16,246)

(1,277)

ADDED VALUE PRODUCED

22,279

(21,316)

Extraordinary Income/(Expense) and impairment of goodwill

336

(16,687)

Income (expense) from investments

(20)

(16)

Other financial income (expense) (836) 40,491

TOTAL ADDED VALUE

21,759

2,472

broken down as follows: - to personnel

(11,866)

(17,341)

- to financial backers

(9,014)

(12,769)

- (taxes) / proceeds from tax consolidation 370 572

SELF-FINANCING ABILITY

1,249

(27,066)

to reintegrate invested capital

(167)

(6,485)

(amortisation/depreciation)

NET PROFIT/(LOSS) FOR THE YEAR 1,082 (33,551)



54

PROPOSAL FOR THE ALLOCATION OF THE NET RESULT FOR THE

YEAR

The Board of Directors proposes approving the financial statements for the year ended 31 December

2012 and allocating the period profits of € 1,082,156 as follows:

5%, equal to € 54,108 to the legal reserve;

the remaining € 1,028,048 to the exchange gains reserve.

On behalf of the Board of Directors

The Chairman

Mr. Giorgio Robba

FISIA ITALIMPIANTI S.P.A.

Fisia Italimpianti S.p.A. Sole shareholder company managed and coordinated by Impregilo S.p.A.

Registered offices at no. 1 Via De Marini – 16149 GENOA (GE) Tax code 12510360154Financial statements for year ended 31.12.2012

EurosBALANCE SHEET ASSETS 31.12.2012 31.12.2011A)Shareholder receivables for outstanding payments:

B) Fixed assets:I. Intangible

1) Start-up and extension costs - -2) Research, development and advertising costs - -3) Industrial patents and similar rights - -

- -4) Licences, trademarks and similar rights - -5) Goodwill - -6) Assets under development and payments on account - -7) Other 58,840 42,547

Total intangible fixed assets 58,840 42,547II. Tangible

1) Land and buildings - -2) Plants and machinery 49,524 107,0833) Industrial and commercial equipment 18,134 34,0084) Other assets 104,464 159,5295) Assets under construction and payments on account - -

Total tangible fixed assets 172,122 300,620III. Financial

1) Investments:a) subsidiaries - 16,602b) associates 68,246 68,246d) other companies 2,708 56,953

70,954 141,8012) Receivables:

a) from subsidiaries- due within one year - -- due beyond one year - -

d) other companies - -- due within one year 85,275 15,685- due beyond one year 300,000 300,000

e) other - -- due within one year - -- due beyond one year - -

385,275 315,685Total financial fixed assets 456,229 457,486TOTAL FIXED ASSETS 687,191 800,653

55


C) Current assetsI. Inventories

1) Raw materials, consumables and supplies - -3) Contract work in progress 1,825,011,410 2,023,151,1744) Finished products and goods for resale - -5) Payments on account 2,055,218 3,034,756

1,827,066,628 2,026,185,930II. Receivables

1) Trade- due within one year 88,834,914 106,238,120- due beyond one year - -

2) Subsidiaries- due within one year 22,000 14,430- due beyond one year - -

3) Associates- due within one year 247,034 247,034- due beyond one year - -

4) Parent companies- due within one year 93,110 1,356,023- due beyond one year - -

4) bis Tax receivables- due within one year 325,841 409,923- due beyond one year - -

4) ter Deferred tax assets- due within one year - -- due beyond one year - -

5) Other companiesa) other third parties - due within one year 2,427,070 2,161,387 - due beyond one year - -b) other companies - due within one year 104,123,799 274,406,085- due beyond one year - -

Total receivables 196,073,768 384,833,002III. Financial assets not of a fixed nature:Total financial assets not of a fixed natureFixed assetsIV. Liquid funds

1) Bank and postal accounts 22,940,266 1,025,2003) Cash-in-hand and cash equivalents 40,722 58,529

Total Liquid funds 22,980,988 1,083,729TOTAL CURRENT ASSETS 2,046,121,384 2,412,102,661D) Accruals and deferrals:

1) discount on loans - -2) other accruals and deferrals 480,008 989,853

480,008 989,853TOTAL ASSETS 2,047,288,583 2,413,893,167

56


LIABILITIES EurosA) Shareholders’ equity: 31.12.2012 31.12.2011I. Share capital 10,000,000 10,000,000II. Share premium reserve - -III. Revaluation reserve - -IV. Legal reserve 1,819,645 1,819,645V. Statutory reserves - -VI. Reserve for purchase of own shares - -VII. Other reserves 6,729,687 40,280,269 VIII. Retained earnings (losses) carried forward 9,652,187 9,652,187IX. Net profit (loss) for the year 1,082,156 (33,550,582)Total shareholders’ equity 29,283,675 28,201,519B) Provisions for risks and charges:

1) Pensions and similar provisions - -2) Taxation, including deferred tax liabilities - -3) Other 4,176,024 4,730,106

Total provisions for risks and charges 4,176,024 4,730,106C) Employees’ leaving entitlement 1,622,466 2,276,586D) Payables:

4) Due to banks- due within one year 4,577,604 48,085,362- due beyond one year - -

4,577,604 48,085,3625) Sums due to other financial institutions

- due within one year 32,341 36,341,901- due beyond one year - -

32,341 36,341,9016) Payments on account

- due within one year 1,760,246,182 1,873,851,266- due beyond one year - -

1,760,246,182 1,873,851,2667) Trade payables

- due within one year 114,616,315 125,759,655- due beyond one year 554,752 5,426,156

115,171,067 131,185,8119) Amounts payable to subsidiaries

- due within one year - -- due beyond one year - -

- -10) Amounts payable to associates

- due within one year 195,121 178,941- due beyond one year - -

195,121 178,94111) Amounts payable to parents

- due within one year 89,923,397 167,900,233- due beyond one year - -

89,923,397 167,900,233

57


12) Sums payable to taxation authorities- due within one year 1,205,234 1,398,844- due beyond one year - -

1,205,234 1,398,84413) Social security charges payable

- due within one year 442,500 774,934- due beyond one year - -

442,500 774,93414) a) Other sums payable

- due within one year 3,193,321 3,707,273 - due beyond one year - -

3,193,321 3,707,273 b) Other companies

- due within one year 37,175,914 115,181,631 - due beyond one year - -

37,175,914 115,181,631Total 2,012,162,681 2,378,606,196E) Accruals and deferrals:

1) premium on financial instruments - -2) other accruals and deferrals 43,737 78,760

43,737 78,760 TOTAL LIABILITIES 2,047,288,583 2,413,893,167

58


EurosMEMORANDUM ACCOUNTS 31.12.2012 31.12.2011Guarantees:

- in favour of other companies 312,502,204 407,338,479

Contingencies:

- risks: contractor penalties - 40,518,866

Other memorandum accounts:

- guarantees received from third parties 202,721,809 264,871,671

TOTAL MEMORANDUM ACCOUNTS 515,224,013 712,729,036

59


EurosINCOME STATEMENT 31.12.2012 31.12.2011A) Value of production:

1) Revenues from sales and services 262,071,799 656,511,6412)Variation in work in progress - -3) Variation in contract work in progress (198,139,764) (616,019,407)4) Increase in internal work capitalised under fixed assets - -5) Other revenues and income 14,579,411 7,561,466

Total value of production 78,511,446 48,053,700B) Production costs:

6) Raw materials, consumables, supplies and goods for resale 8,325,690 13,730,5797) Services 28,652,335 50,218,8108) Use of third party assets 2,345,171 2,904,8439) Payroll and related costs:

a) Wages and salaries 9,119,053 13,695,374b) Social security contributions 1,575,388 2,341,768c) Employees’ leaving entitlement 580,266 723,993e) Other costs 590,983 580,134

Total payroll and related costs 11,865,690 17,341,26910) Amortisation, depreciation and write-downs:

a) Amortisation of intangible 17,307 6,223,435 fixed assetsb) Depreciation of tangible 149,490 262,446 fixed assetsc) Other impairment of fixed assets - 18,579,131d) Write-downs of receivables and liquid funds included under assets 96,014 669,607 forming part of working capital

Total amortisation, depreciation and write-downs 262,811 25,734,619Variation in raw materials, consumables and supplies

12) Provisions for risks 566,901 567,49013) Other provisions - -14) Other operating costs 16,245,900 1,277,013

Total production costs 68,264,498 111,774,623Difference between value and costs of production (A-B) 10,246,948 (63,720,923)C) Financial income and charges:

15) Income from investments:- other companies - -

16) Other financial income:- receivables classified as fixed assets - -- other companies 3,979 -- other - -

3,979 -d) other income from:

- parent companies - - - subsidiaries - - - associates - -- other companies 181,683 36,512,124- other 901 613,815

182,584 37,125,939Total financial income 186,563 37,125,939

60


17) interest and other financial charges:- subsidiaries - -- parent companies 5,904,922 7,607,509- associates - -- other companies - -- other 3,118,461 5,497,460

Total interest and other financial charges 9,023,383 13,104,96917)b Exchange rate gains and (losses) (1,013,820) 3,701,355

Total financial income and charges (15+16-17-17bis) (9,850,640) 27,722,325D) Adjustments to financial asset values:

18) Revaluationsa) investments - -

19) Write-downs:a) investments 20,041 16,242

Total adjustments (18-19) (20,041) (16,242)E) Extraordinary income and expenses:

20) Income:- Capital gains from sales - -- Other extraordinary income 799,427 2,716,964

Total income 799,427 2,716,96421) Expenses:- Capital losses from sales - -- other extraordinary expense 463,355 824,568- Taxes relative to previous years - -

Total expenses 463,355 824,568Total extraordinary items (20-21) 336,072 1,892,396Pre-tax profit (loss) (A±B±C±D±E) 712,339 (34,122,444)

22) Taxation on profit for the year:a) Current taxes (369,817) (571,862)b) Deferred tax expenses - -c) Deferred tax income - -

Total taxation 369,817 571,86223) Net profit (loss) for the year 1,082,156 (33,550,582)

The ChairmanMr. Giorgio Robba

61


Financial statements as at 31.12.2012

62

Explanatory Notes

to the Financial Statements as at 31 December 2012

I - Accounting standards and measurement policies

Basis of preparation

The following Financial Statements comply with the requirements of Articles 2423 et seq. of the

Italian Civil Code, as disclosed in these Notes, drawn up in accordance with Article 2427 of the

Italian Civil Code and which are an integral part of the year’s Financial Statements in accordance

with and pursuant to Article 2423.

In compliance with Art. 2423-ter of the Italian Civil Code, for each item of the Balance sheet and

Income statement, the amount of the corresponding item of the previous financial year has also been

reported.

Measurement policies

The Financial Statements are clear, and provide a true and fair view of the company’s financial

position and assets. They have been prepared on a prudence and accruals basis, applying the

accounting and presentation criteria constantly. The Company also considered the economic

function items reported as assets and liabilities.

The measurement policies comply with the provisions of Article 2426 of the Italian Civil Code,

integrated and interpreted by the accounting standards issued by the Italian Accounting Profession

(Consiglio Nazionale dei Dottori Commercialisti e dei Ragionieri) reviewed by the Italian

Accounting Standards Authority (Organismo Italiano di Contabilità) following the reform of

company law introduced by Italian Legislative decree no. 6 of 17 January 2003 as subsequently

amended (the ‘Vietti reform’).

All the additional disclosures deemed necessary to give a true and fair view of the company's

financial position and assets are also provided, even where not specifically required by law.

No exceptional events took place during the year or subsequently such that would have required

resort to the waivers permitted by Article 2423 and Article 2423-bis of the Italian Civil Code.

Disclosure on the USW Campania project

For better comprehension of the data pertaining to the year ended on 31 December 2012 in relation

to the risk area connected to the assets relating to the USW Campania projects (already commented

in the paragraph entitled ‘USW Campania project’ in the Report on Operations), we here include a

summary table of the items of the assets connected to these.



63

Figures shown in thousands of euros

Fixed assets

Financial receivables from Fibe SpA 385

Current assets

Net receivables due from Fibe S.p.A. – CDR and other

provisions

66,947

President of the Council of Ministers - Technical

Administrative Unit (formerly the “Stralcio” Unit)

2,884

TOTAL 70,216

Please refer to the remarks made in the paragraph entitled “Directors' evaluation of the situation as

at 31 December 2012” of the Report on Operations.

Disclosure on company management and coordination

Pursuant to Articles 2497-2497 septies of the Italian Civil Code, the company is managed and

coordinated by Impregilo S.p.A.

The parent company (Impregilo S.p.A.)’s most recent approved financial statements (as at

31.12.2011) are summarised on the following page as required by Article 2497 bis of the Italian

Civil Code.

Fisia Italimpianti S.p.A. and Impregilo S.p.A. have exercised the option to adhere to the national tax

consolidation as Impregilo S.p.A. is the consolidating party for the tax periods as from 1 January

2012. The option remains in force for three financial years, namely until 2014.



64

Impregilo S.p.A.


Summary of main figures

Figures shown in thousands of euros

BALANCE SHEET

NON CURRENT ASSETS 823,748

CURRENT ASSETS 1,269,285

TOTAL ASSETS 2,093,033

SHAREHOLDERS’ EQUITY

-Share capital 718,364

- Share premium reserve 1,222

- Other reserves 18,714

- Retained earnings (losses) carried forward 185,952

- Profit (loss) for the year 56,066

TOTAL SHAREHOLDERS’ EQUITY 980,318

NON CURRENT LIABILITIES 154,632

CURRENT LIABILITIES 958,083

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 2,093,033

INCOME STATEMENT

TOTAL INCOME 1,123,321

TOTAL COSTS (911,555)

FINANCIAL MANAGEMENT (106,468)

TAXATION (49,232)

NET PROFIT (LOSS) FOR THE YEAR 56,066

With regards to the company’s investments in subsidiaries, Fisia Italimpianti S.p.A. manages and

coordinates the subsidiary Gestione Napoli S.p.A. in liquidation.

Fixed assets

Intangible

Start-up and extension costs, industrial patents and similar rights are recognised at their acquisition

cost and amortised in line with their remaining future useful life.

Start-up and extension costs are capitalised as they generate effects in the years after that in which

they are incurred and mainly relate to costs for the acquisition of investments and business units.

Amortisation is charged over a maximum of 5 years.

Licenses, trademarks and similar rights are amortised over three years.

The other assets are amortised in line with their residual income-generating potential.



65

Tangible

They are recognised at cost, increased by related charges and net of depreciation. None of the

assets have been re-valued. Gains and losses on the disposal of tangible fixed assets are recognised

in profit or in loss in the year in which the transaction takes place.

Costs incurred for improvements are only capitalised when they increase the book value of the

related assets. Depreciation is calculated on a straight-line basis using rates held to represent the

assets’ estimated useful lives and is halved for assets acquired during the year. These rates are set

out below by category:

Light constructions 10%

Plants and machinery 25%-15%

Equipment 15%

Furniture and fittings 12%-20%

Vehicles 25%

Should, regardless of the previously calculated depreciation, there be a lasting loss in value, the

asset is written down accordingly. If in later years the reason for impairment cease to exist, the

original value of the charge is restored, adjusted for depreciation only.

Maintenance and repair costs are expensed in the year in which they are incurred

Financial

These assets mainly comprise long-term investments in companies made to achieve an integrated

and diversified industrial grouping. Investments are evaluated according to cost criteria,

depreciated, where appropriate, according to Art. 2426, no. 3 of the Italian Civil Code (or rather

with permanent loss in value). If in later years the reason for impairment cease to exist, the original

value of the charge is restored.

Receivables and Payables

They are reported at face value.

Receivables are recognised at their estimated realisable amount, which is the difference between

their nominal amount and the provision for bad debts (directly offset against the related balances).

These provisions reflect the size of risks for specific non-performing receivables and the general

risk of non-collection on all receivables, estimated prudently considering past experience and the

credit standing of the debtors.

Foreign currency receivables and payables are expressed in euros using the closing rate, except for

those linked to i) specific hedge agreements for risks in fluctuating exchange rates, that are

converted using the current rate at the date of the agreement of the hedging agreement; and ii)

advances from contracts and turnover in rate as these are not considered monetary entries.

Exchange rate gains and losses are shown in the income statement (item 17 b) . The notes provide a

breakdown between realised and unrealised gains and losses.

Payables are reported at face value, adjusted for returns or adjustments in invoicing.



66

Accruals and deferrals

Prepayments and accrued income, accrued expenses and deferred income are recognised on an

accruals basis. They consist of costs and revenue shared between two or more years, the amount of

which varies over time.

Inventories

The evaluation of final inventories is valued as follows:

Inventories of goods are measured at the lower of average purchase cost and market value.

Work in progress and contract work in progress are measured using the costs incurred excluding

overheads and financial charges.

Contract work in progress is recognised under inventories and measured using the percentage of

completion method applied to the total consideration agreed, based on the cost-to-cost method.

The ratio of production cost incurred and total forecast costs of the entire contract are considered

when calculating the percentage of completion. Any expected losses on contracts that are

objectively foreseeable and can reasonably be determined are entirely taken to profit or loss in the

year in which they become known and, therefore, go towards determining the value of inventories

for contract work in progress.

The evaluation reflects the higher estimate of work plans, at the date of preparing the financial

statements. The hypotheses underlying the valuations, which also include the best estimate of risks

deriving from the implementation of works and contractual relations with the customer, are

regularly updated.

Contract work in progress with considerations agreed in foreign currencies is measured firstly using

the contractually agreed currency and the percentage of completion method applied to the

contractual consideration. It is subsequently translated into euros using the rate ruling at the invoice

date or, if specific forward hedging contracts exist, at the date of their agreement and at the

minimum guaranteed rate if derivative contracts have been agreed. When the amount invoiced is

lower than the carrying amount of the contract, the difference is translated into euros using the

closing rate or the forward hedge exchange rate, if this exists. Payments on account invoiced to the

customer during works are reported as liabilities classed as ‘payments on account’ until completion

of the order, in accordance with the contract. Where this occurs, the amount invoiced is booked on

the income statement under ‘Revenues from sales and services’.

The amount of the progress billing for each contract may exceed the book value allocated to

inventories and vice versa, depending on the contractual terms agreed with the customer.

Work in progress is offset by the provision for contractual risks. It covers all possible risks arising

from the contracts.

The annual consideration on plant management contracts spanning several years is recognised

directly in the income statement.

Costs incurred to acquire new contracts are fully expensed in the year in which they are incurred.

Provisions for risks and charges

These provisions include the accruals made to cover certain or possible losses and payables, for

which the due date or amount are unknown at the closing date given the characteristics of the



67

company’s business and the information already given about the provision for contractual risks on

contract work in progress.

Provisions for future risks and charges

These provisions cover risks deriving from contingent liabilities relating to the settlement of

litigations or requests for compensation.

Possible risks are nor provided for but are disclosed in the notes as provided for by the accounting

standards. No provision is made for remote risks.

In evaluating these funds, the general criteria of prudence and competence was applied, and no

general risk reserves have been set up for no economic reason.

Provision for environmental risks and charges

This provision includes accruals made to cover future ‘foundation’ on landfills.

Reserve for work charges

Sets out provisions made for possible liabilities due to disputes deriving from employment

contracts.

Employees’ leaving entitlement

This provision covers the payable due to employees at the balance sheet date, net of any advances

paid.

Law no. 296 dated 27th December 2006 (Financial Law 2007) introduced new regulations for

Employees’ leaving entitlement that came into effect on 1 January 2007.

The reform of supplementary social security contributions has meant that:

- employees’ leaving entitlement matured until 31.12.2006 remains in the company;

- employees’ leaving entitlement maturing from 1 January 2007 have been, at the choice of the

employee, according to explicit or understood assent:

a. allocated in the form of supplementary social security;

b. kept in the company, which sees to the transferring of the indemnities to the Treasury

Fund of the Italian National Institute of Social Insurance ( INPS).

Sums maturing after 1 January 2007 continue to be represented under item B9) ‘Employees’ leaving

entitlement’ Regarding the balance sheet, item C ‘Employees’ leaving entitlement’ is the remainder

of the existing provisions of 31 December 2006; item D13 ‘payables to social security institutes’

shows payables matured on 31 December relating to the sum of Employees’ leaving entitlement yet

to be paid to the pension funds and social security bodies.

Revenue and cost recognition

Revenues from the sale of goods for resale and costs for their purchase are recognised upon transfer

of ownership which is normally upon delivery or shipping of such.

Revenues also include changes to work underway. Please see above for evaluation criteria.

Financial income and charges are recognised on an accruals basis.



68

Turnover on the providing of services and costs to purchase these are recognised when the service

has been provided or when the right to receive the related consideration arises for long-term

contracts with periodic payments.

Grants and subsidies are taken to the income statement when it is reasonably certain they will be

received.

Currency conversion principles

Receivables included under current assets, liquid funds and short-term payables in foreign currency

are translated into euros at the closing rate. Any exchange rate gains or losses arising from the

difference between the closing rates and those ruling on the date of the transaction or the closing

rate of the previous year if the transaction took place in previous years are taken to the income

statement.

Any net gain is recognised in a non-distributable reserve until it is realised.

Receivables related to contractual obligations for which forward contracts have been agreed, which

have been confirmed and are firm, are recognised at the rate ruling on the date the hedge is entered

into while any gains or losses are recognised on an accruals basis.

Short-term hedges of exchange rate fluctuation risks not related to specific transactions are

recognised in the income statement if their fair value is negative.

Income taxes and deferred taxes

For the purposes of income taxation, the company has opted for group taxation in accordance with

articles 117 et seq. of Italian presidential decree 917/86, with the transfer to the consolidating

subject Impregilo S.p.A. of all compliances linked to the payment of IRES tax.

Income taxes are calculated by estimating taxable income considering ruling tax regulations,

applicable exemptions and tax credits. Deferred taxes are reported considering the time differences

deriving from the value attributed to the assets and liabilities in accordance with statutory criteria,

and the value attributed them applying tax regulations.

Deferred tax assets are recognised when it is reasonably certain they will be realised. Deferred tax

liabilities are recognised to the extent that they are probable. Should, on the basis of the forecasts

prepared, the taxable amount forecast not allow for realisation, deferred taxes are assigned to the

income statement.

Commitments and guarantees

Commitments and guarantees are disclosed in the memorandum accounts at their contractual

amount.

Risks for which a liability is probable are disclosed in the notes and suitably provided for in the

provision for risks.



69

I- Analysis of the items and variations from the previous year (euros/000)

Assets

B) Fixed assets

Intangible fixed assets

Balance at 31/12/2012 59

Balance at 31/12/2011 43

Change 16

Change in intangible fixed assets

Description

Value at

31/12/2011

Increase

Period

amortisation/

depreciation

Value at

31/12/2012

Other 43 33 17 59

43 33 17 59

Period increases in "Other intangible fixed assets" mainly concern costs incurred for improvements

made to new offices into which the Company moved during the year.

Previous value adjustments, amortisation, depreciation and impairment

The net book value at the beginning of the year, which does not include value adjustments and

impairment, is as follows:

Description

Historic

cost

Accumulated

amortisation/d

epreciation

Net

value

Other 7,905 7,862 43

Total 7,905 7,862 43

II. Tangible fixed assets

Balance at 31/12/2012 172

Balance at 31/12/2011 301

Change (129)



70

Plant and machinery

Description Amount

Historic cost 1,092

Accumulated amortisation/depreciation 985

Balance at 01/01/2012 107

Additions 40

Disposals (net) 46

Period amortisation/depreciation 51

Balance at 31/12/2012 50

Industrial and commercial equipment

Description Amount

Historic cost 3,918

Accumulated amortisation/depreciation 3,884

Balance at 01/01/2012 34

Additions 1

Disposals (net) 7


Balance at 31/12/2012 18

Other assets

Description Amount

Historic cost 3,042

Accumulated amortisation/depreciation 2,881

Balance at 01/01/2012 161

Additions 33

Disposals (net) 1


Balance at 31/12/2012 18

Tangible fixed assets are down by a total of 129 thousand euros, due for 54 thousand euros (net

value) to disposals, for 149 thousand euros to depreciation and for 74 thousand euros to increases.

The following table shows changes in tangible fixed assets and related depreciation.



71

Tangible assets

Existence Increases Decreases Existence

Categories for sources of income 31/12/2011 31/12/2012

Plant and machinery:

- Light construction 457 6 39 424

- Plant and machinery 635 34 73 596

Industrial and commercial equipment 3,918 1 79 3,840

Freely transferable assets 6,071 - 1 6,070

Other assets:

- Furniture and fittings 2,466 33 687 1,812

- Vehicles 431 - 109 322

- Other 145 - 9 136

Total other assets 3,042 33 805 2,270

Total 14,123 74 997 13,200

Categories for sources of

income

Amortisation/depr

eciation reserve

at 31/12/2011

Allocations

for the year

Utilisation for

disinvestments

Amortisation/de

preciation

reserve

at 31/12/2012

Light constructions 356 48 27 377

Plant and machinery 629 3 39 593

Industrial and commercial

equipment

3,885 10 72 3,823

Freely transferable assets 6,071 - 1 6,070

Other assets:

- Furniture and fittings 2,319 78 686 1,711

- Vehicles 417 10 109 318

- Other 145 - 9 136

Total other assets 2,881 88 804 2,165

Total 13,822 149 943 13,028

III. Financial fixed assets

Balance at 31/12/2012 456

Balance at 31/12/2011 457

Change (1)

Investments

Description 31/12/2011 Increase Decreases 31/12/2012

Subsidiaries 17 - (17) -

Associates 68 - - 68

Other companies 56 - (53) 3

Total 141 - (70) 71



72

The net decrease of 70 thousand euros consists of the following:

Change Impairment Liquidations Reclassification to

the provision for

the impairment

of equity

investments

Total changes

Subsidiaries (19) - 2 (17)

Associates - - - -

Other companies (1) (52) - (53)

(20) (52) 2 (70)

Information about the directly held investments is given below:

Subsidiaries

Registered

Office

Share

Capital

Shareholders’

equity

at 31/12/2012

Net profit

(loss)

2012

% of

invest

ment

Provision for

impairment at

31/12/2012

Name of subsidiary

Gestione Napoli S.p.A. in

liquidation

Genoa 100 (4) (35) 54.0 (2)

Total (2)

Napoli S.p.A. was liquidated in 2006. In 2012, the book value of the investment had been written-

down due to the impairment of the value corresponding to the share held in the Company by period

losses (19 thousand euros). The net value of the equity investment (2 thousand euros) is stated in the

provision for the impairment of equity investments.

Associates

Reimbursements Total

Registered

Office

Share

Capital

Sharehol

ders’

equity

Net profit

(loss)

% of

investment

Value

(Book)

at

31/12/2012

Name of subsidiary

(1,159,306,951) (1,159,306,951)

Nautilus S.c.p.a. in liq. Rome 480 180 (38) 37.6 62

Villagest S.c.r.l. in liq. Cagliari 14 14 0 50.0 6

Total 68

Other companies

Share % of Value

Name of subsidiary Registered Office Capital investment (Book)

31/12/2012

Consorzio Ramsar Molentargius in liq. Rome 52 5.05 3

Consorzio Aree Industriali Potentine in

liq.

Baragiano (PZ) 408 2.00 -

Consorzio Agrital Ricerche in liq. Maccarese (RM) 138 20.00 -

Fibe S.p.A. Milan 3,500 0.003 -

Total 3

In FY 2012, following completion of the liquidation, the equity investment held in Consorzio

Macopsisa in liq., Consorzio Agenzia del Mare in liq. and Consorzio Unitam in liq. were cancelled



73

from Companies House, whilst the liquidation procedure for Consorzio Ramsar Molentargius in liq.

drew to a close with the preparation of the closing financial statements and related allocation plan.

Receivables

Balance at 31/12/2012 385

Balance at 31/12/2011 316

Change 69

The receivables mainly refer to a medium to long-term loan for 300 thousand euros, granted to Fibe

S.p.A. under the scope of the ‘Project Financing" of "Project Naples", plus interest accrued.

C) Current assets

Inventories

Balance at 31/12/2012 1,827,067

Balance at 31/12/2011 2,026,186

Change (199,119)

Work in progress on the orders recorded under the assets are shown net of the provision for

contractual risks of 1,264 thousand euros. The provision, allocated in previous years, relates to an

order of “Non-strategic assets” for which a dispute is underway, and is considered appropriate in

relation to the risk assessment carried out on the basis of current knowledge.

As already mentioned in the paragraph “Measurement criteria - Inventories" of the Explanatory

Notes, the measurement of contract work in progress reflects the best estimate of the works

schedule and risks deriving from the implementation of works as of the date on which the financial

statements are prepared. Any expected losses on contracts that are objectively foreseeable and can

reasonably be determined are entirely taken to profit or loss in the year in which they become

known and, therefore, go towards determining the value of inventories for contract work in

progress.

Items on the balance sheet – current assets - are reported as gross of advances received and progress

billings. Inventories are divided up as follows:

Description 31/12/2012 31/12/2011 Change

Contract work in progress 1,826,276 2,024,415 (198,139)

Provision for contractual risks (1,264) (1,264) -

1,825,012 2,023,151 (198,139)

Advance to suppliers 2,055 3,035 (980)

Total 1,827,067 2,026,186 (199,119)

Work in progress is described below:



74

Description

Gross

balance

Advance

s from

clients

Payments on

account from

clients

Work in

progress, net of

payments on

account

Desalination

Jebel Ali – Station L2 – Dubai 194,087 - (193,726) 361

Ras Abu Fontas B2 191,494 - (199,440) (7,946)

Jebel Ali – Station M 743,684 (229) (720,531) 22,924

Shuaiba North – Kuwait 335,952 - (293,720) 42,232

Ras Abu Fontas A 1 322,467 - (313,964) 8,503

Other 12,159 - (12,706) (547)

Total desalination 1,799,843 (229) (1,734,087) 65,527

Non-strategic assets

Villacidro 11,807 (287) (11,806) (286)

TVR turbine insulation - (273) - (273)

Other 14,626 (2) (13,562) 1,062

Total operative unit non-strategic asset 26,433 (562) (25,368) 503

TOTAL 1,826,276 (791) (1,759,455) 66,030

In the item of the liabilities entitled “Advances” (amounting to 1,760,246 thousand euros), include

the invoices issued during the order in relation to the due dates contractually agreed for interim

payments (interim payments that in some cases may exceed the value of gross inventories).

Changes during the year are as follows:

Gross work in progress at 01/01/2012 2,024,415

- Work carried out during the year 63,404

- Work completed (261,543)

Gross work in progress at 31/12/2012 1,826,276

Provision for contractual risks at 01/01/2012 (1,264)

Use -

Provision for contractual risks at 31/12/2012 (1,264)

Work in progress net of the provision for contractual risks 1,825,012

The decrease in contract work in progress is a consequence of the closure of some orders, with the

attribution of billing already stated in the item “Advances” to profit and loss for a total of 261,543

thousand euros in relation to the following orders: Waste-to-energy plant of Acera (Italy) for

247,022 thousand euros, Fusina (Italy) 4,522 thousand euros, Schistos (Greece) for 2,873 thousand

euros and others for a total of 7,126 thousand euros. The orders that most dominated period

production are: Ras Abu Fontas B2 – Qatar – for 22,155 thousand euros, Ras Abu Fontas A1 –

Qatar – for 18,631 thousand euros, Jebel Ali M – Dubai for 14,870 thousand euros. The factors that

have influenced the year’s production are commented on in the Directors’ report.

The advances to suppliers report a decrease of 980 thousand euros, by effect of the progress of

production of the services and supplies to which they relate. The amounts of advances to suppliers

are high in the initial phase of the orders, during which purchase orders are issued.



75

II. Receivables Balance at 31/12/2012 196,074

Balance at 31/12/2011 384,833

Change (188,759)

The balance is divided up into the following due dates:

Description Within

one year

After

one year

After

5 years

Total

Trade receivables 88,835 - -

88,835

Subsidiaries 22 - -

22

Associates 247 - -

247

Parent companies 93 - -

93

Tax receivables 326 - -

326

Other companies 104,124 - -

104,124

Others 2,427 - -

2,427

Total 196,074 - - 196,074

Customer receivables relate to amounts due for invoices issued and to be issued to contractors for

work carried out.

Trade receivables are recognised net of the provisions for default interest and bad debts of 13,089

thousand euros. Provisions for default interest amount to 547 thousand euros and mainly relate to

the company’s exposure to public bodies. Changes in provisions during the year are as follows:

Description 31/12/2011 Increases Decreases 31/12/2012

Provision for bad debts 12,446 96 - 12,542

Discounting of receivables 547 - - 547

Total 12,993 96 - 13,089

During the year, the provision has been increased by a total of 96 thousand euros in relation to the

provisions for the non-demandability of receivables. The reserve is considered to be in line with the

risks concerning recovery of receivables.

Trade receivables subject to currency risks amount to 81,729 thousand USD and 5,318 thousand

AED (Arab Emirates Dirham) and 3,417 thousand QAR (Qatar Riyals) and 8,958 thousand KWD

(Kuwaiti Dinar), and are converted into euros at the closing rate at the end of the year. Any

exchange rate gains or losses deriving from currency exchanges between the closing rates and those

ruling on the date of the transaction or the closing rate of the previous year if the transaction took

place in previous years, are taken to the income statement and amount to 1,283 thousand euros.

“Receivables due from associates” are unchanged from last year.



76

"Receivables due from other companies" refer almost exclusively to trade relations with Fibe S.p.A.

and include receivables for invoices issued and to be issued to book the costs incurred during the

period 16 December 2005 (date on which the transitional management of the waste treatment plants

in Campania began, by virtue of Italian Law Decree no. 245 (converted into Italian Law no. 21 of

27 January 2006) - 31 January 2008 for the management of waste treatment plants in Campania.

The collections received by Fibe S.p.A. in 2009 and 2010 by way of advance on waste treatment

management plants in Campania are stated amongst amounts payable for advances due to Fibe

S.p.A. (totalling 34,436 thousand euros).

"Receivables due from other companies” are down by 170,282, mainly due to the June 2012

collection of receivables relating to the construction of the waste-to-energy plant of Acerra and to

late payment interest recognised following the definition of receivables in January 2012, the

economic effects of which had already been incorporated into the financial statements of the

previous year.

A breakdown of receivables by subsidiaries, associates and other companies as follows:

Description Subsidiaries Associates Parent

companies

Other

companies

Total

Financial receivables - - - 449 449

Trade receivables 22 247 93 103,675 104,037

Other receivables - - - - -

22 247 93 104,124 104,486

Trade receivables due from subsidiaries, associates and other companies relate to the following

activities:

Description Waste

treatment plant

management

Interest Other

services

Total

Subsidiaries:

Gestione Napoli S.p.A. in

liquidation (1)

- - 22 22

Total subsidiaries - - 22 22

Associates:

Villagest S.c.r.l - - 247 247

Total associates - - 247 247

Other companies

Fibe S.p.A. 101,511 756 1,406 103,673

Other 1 1

Total other companies 101,511 756 1,407 103,674

Total 101,511 756 1,676 103,943

A breakdown of receivables by geographical area is as follows:



77

Description Italy Other EU

countries

Asia Total

Trade receivables 5,140 6 83,689 88,835

Subsidiaries 22 22

Associates 247 247

Parent companies 7 86 93

Tax receivables 326 326

Other companies 104,124 104,124

Others 1,340 826 261 2,427

Total 111,206 832 84,036 196,074

Tax receivables comprise:

Description 31/12/2012 31/12/2011

Claims for VAT reimbursement and interest 96 93

VAT receivable 229 303

Withholdings and tax credits 1 14

Total 326 410

The VAT receivable will be transferred to the parent company Impregilo S.p.A in January 2013

following the company’s decision to participate in the group consolidated VAT scheme.

During the year, no IRAP advances were paid as the criteria were not met.

No receivables for prepaid taxes were posted on the total amount of tax losses transferred to the

Consolidating Impregilo S.p.A. in previous years (more than 200 million euros), as the contractual

basis was not in place. In the period in which the Option was valid for adhesion to the consolidated

tax regime, these losses may be calculated by the Consolidated company in determining tax due to

the Authorities, offsetting such with tax income transferred to the Consolidating company. In FY

2012, part of these losses was calculated as a reduction on the tax income transferred to the

consolidating company, in the ways set out below.

In the year just ended, the consolidating company Impregilo paid the Company a fee of 2,625

thousand euros, equal to 3% of the FY 2011 tax losses transferred to the Group by the Company

and used by the consolidating company in the Tax Declaration (Unico) 2012. The theoretical tax

benefit deriving from the total amount of the tax losses transferred to the Consolidating company,

net of the prices already recognised during the year and in previous years, amounts to

approximately 55 million euros. The Company has also been recognised the proceed from the

consolidation of 5,134 thousand euros, calculated, in accordance with the tax consolidation contract,

on 80% of the taxable income for the period, at the rate of 24.5% (3% of the amount of the losses

already conferred in the past to the Consolidating Company, used to offset the taxable income for

the period had been paid by the Consolidating company to the Company in previous years).

Moreover, no prepaid tax credits had been recorded on temporary differences emerging from the

changes recorded when determining the period tax result and that of previous years (amounting to

approximately 123 million euros for a theoretical tax benefit of 37 million euros) as there is no

reasonable certainty that they will be entirely realised financially within the implicit time frame of

the company's planning, namely 2013-2017.



78

Other receivables refer to the cautionary deposits of 827 thousand euros of which 500 thousand

euros refers to a deposit to the Public Prosecutor of Naples, requested as a consequence of the

proceedings underway already commented on in the Directors’ report in the paragraph ‘USW

Project Campania’. It should however be noted that provisions have been set up for risks and

charges to face the missing recovery of that deposit; 826 thousand euros instead refers to advances

paid to Arbitration Chambers in relation to proceedings underway.

IV. Liquid funds

Balance at 31/12/2012 22,981

Balance at 31/12/2011 1,084

Change 21,897

Description 31/12/2012 31/12/2011

Bank and postal accounts 22,940 1,025

Cash-in–hand and cash

equivalents

41 59

Total 22,981 1,084

Bank accounts in foreign currency include 28,331 thousand USD, 4,333 thousand AED (Arab

Emirates Dirham), 222 thousand QAR (Qatar Riyals), 142 thousand KWD (Kuwait Dollars) and

converted into euros at the closing rate of the year. Cash funds and cheques at the offices and

building sites for 2 thousand euros, and cash funds at foreign sites for 39 thousand euros are

reported under the item ‘Cash-in-hand and cash equivalents’ . The amount in USD at year end are

above all due to the December collection of amounts receivable in connection with the Ras Abu

Fontas B2 - Qatar order, following the amicable agreement reached with the client.

D) Accruals and deferrals

Balance at 31/12/2012 480

Balance at 31/12/2011 990

Change (510)

The following is a breakdown of the item:

Description Amount

Prepayments

Commissions on sureties 428

Rent 27

Other 25

Total accruals and deferrals 480



79

Prepayments for commission on security guarantees represent the share relating to future years of

commission debited by the issuing financial institutes mainly for the security of successful works

issued in favour of the clients.

A) Shareholders’ equity

Balance at 31/12/2012 29,283

Balance at 31/12/2011 28,201

Change 1,082

Description 31/12/2012 31/12/2011

Share capital 10,000 10,000

Share premium reserve - -

Legal reserve 1,820 1,820

Other reserves 6,730 40,280

Retained earnings (losses) carried

forward 9,652 9,652

Net profit (loss) for the year 1,082 (33,551)

Total 29,284 28,201

Description Share

Capital

Share

premium

reserve

Legal

reserve

Reserve for

exchange

rate gains/

Other

reserves

Retained

earnings/

losses

carried

forward

Previous year

income/

Net income/

loss for the

year

Total

Opening balance 10,000 7,538 1,820 59,280 14,564 (71,450) 21,752

Allocation of 2010 net

result

- (7,538) - (59,000) (4,912) 71,450 -

Renunciation of receivables

by the Shareholder

Impregilo

- - - 40,000 - - 40,000

Net loss for 2011 - - - - - (33,551) (33,551)

Closing balance for

previous year 10,000 - 1,820 40,280 9,652 (33,551) 28,201

Allocation of 2011 net

result

-

(33,551) - 33,551 -

Profit 2012 - - - - - 1,082 1,082

Closing balance for

current year 10,000 - 1,820 6,729 9,652 1,082 29,284

Changes in shareholders’ equity related to the allocation of the 2011 net loss were approved by the

shareholders in their ordinary meeting of 12 April 2012.



80

The parent company also renewed its commitment, if such should be necessary, to support the

Company in the forthcoming financial year in order to facilitate the achievement of the objectives

outlined by the 2013 - 2017 business plan and budget, as summarised in the Report on Operations,

and to meet the consequent commitments made.

Changes in the reserve for exchange rate gains are as follows:

Year Exchange rate

balance (foreign

currency assets

and liabilities)

Unrealised

gains

Net Profit

(loss) for

the year

Changes in the reserve for exchange rate gains:

To restricted

reserve

Balance of

restricted reserve

To

distributable

reserve

2004 (3,731) 491 823 491

2005 (3,096) 1,159 (24,413) (491) - 491

2006 782 684 (1,696) - -

2007 1,885 1,984 (20,458) - -

2008 280 640 36,393 280

2009 4,786 2,776 (140,127) - 280

2010 308 (997) (71,450) - 280

2011 5,090 2,032 (33,551) - 280

2012 2,140 213 1,082 280

Description No. of

ordinary shares

Nominal

Value

Share Capital at 1 January 2012 10,000,000 € 1

Share Capital at 31 December 2012 10,000,000 € 1

The company’s fully paid up and subscribed share capital is wholly held by Impregilo S.p.A.

The mandatory disclosures about the availability and possible distribution of the reserves are set out

below:

Nature/description Amount Possible use

(A, B, C,)

Available

component

Utilisation in past three years

To cover losses For other

reasons

Share 10,000

Equity related reserve:

Share premium reserve _ A,B,C - (50,005)

Reserve – renunciation of

Shareholder’s receivables 6,449 B (156,660)

Income-related reserves:

Legal reserve 1,820 B -

Retained earnings (losses) carried

forward 9,652 A,B,C 9,652 (4,912)

Reserve for Exchange rate gains 280 B

Total 28,201 9,652 211,577

Restricted component (1) 180

Remaining distributable

component

9,832



81

Key:

A: for share capital increases

B: to cover losses

C: to shareholder dividends

(1) As the legal reserve is not yet equal to one fifth of share capital 2,000 thousand euros).

B) Provisions for risks and charges

Balance at 31/12/2012 4,176

Balance at 31/12/2011

4,730

Change (554)

Description 31/12/2011 Increases Decreases 31/12/2012

Other:

Provision for environmental risks 675 (88) 587

Provisions for other risks and charges 3,087 494 (891) (2,690)

Provision for risks through work 913 73 (94) 892

Provision for the impairment of

investments

55 2 (50) 7

4,730 569 (1,123) 4,176

The provision for environmental risks mainly relates to the Fossano landfill for future charges

related to the "foundation” and “post mortem” activities, used during the year for 88 thousand euros

in exchange for costs sustained for the management of the post-closure stages of the landfill.

The provision for other risks and charges mainly includes the loss forecasts on ongoing litigation

and legal fees and other charges consequent to the now completed waste disposal business in

Campania. Changes during the year, in addition to the use of 891 thousand euros against the

incurring of expenses previously allocated (sale of spare parts intended for plants and settlement of

disputes) relate to the allocation of 494 thousand euros for costs of the Arbitration Chamber,

reasonably estimated for arbitration proceedings underway.

The risks fund – for labour purposes - includes provisions for possible liabilities due to employment

disputes. This year it was used for 94 thousand euros to define a dispute. The year allocation made

in relation to the dispute underway, amounts to 73 thousand euros.

The provision for the impairment of equity investments represents excess allocations made with

respect to the book value of the equity investment held in Consorzio Agrital Ricerche, in Gestione

Napoli S.p.A. in liq. and in Consorzio Aree Industriali Potentine in liq. for the losses booked by said

companies/consortia during the liquidation process.



82

C) Employees’ leaving entitlement Balance at 31/12/2012 1,622

Balance at 31/12/2011 2,277

Change (655)

Changes consist of the following:

Description Amount

Increases for:

- year accrual 580

Decreases for:

- Departures/advance (1,127)

- pension funds (108)

Total (655)

This provision covers the company’s amounts due to employees at 31 December 2006, net of any

advances paid. Shares matured after 1 January 2007 have been destined to supplementary social

security funds or kept in company, which has seen to the transferring of these to the treasury fund

institution at INPS, in accordance with choices explicitly or tacitly made by employees. The item

‘Payables to social security institutes’ shows payables matured on 31 December 2012 relating to the

sum of Employees’ leaving entitlements yet to be paid to the pension funds and social security

bodies. The decrease of 655 thousand euros relates to the decrease in the workforce due to

resignations.

D) Payables

Balance at 31/12/2012 2,012,163

Balance at 31/12/2011 2,378,606

Change (366,443)

Payables are recognised at their nominal amount and may be broken down by due date as follows:

Description Within

one year

Due after

one year

Due after

5 years

Total

Due to banks 4,578 4,578

Sums due to other financial institutions 32 32

Payments on account 1,760,246 1,760,246

Trade payables 114,616 555 115,171

Amounts payable to associates 195 195

Amounts payable to the parent company 89,923 89,923

Amounts payable to other companies 37,176 37,176

Sums payable to taxation authorities 1,206 1,206

Social security charges payable 443 443

Other sums payable 3,193 3,193

Total 2,011,608 555 - 2,012,163



83

Amounts payable to banks, for 4,578 thousand euros (48,085 thousand euros as of 31 December

2011), include:

The short-term loan granted by a major credit institute for 20,000 thousand AED (Arab

Emirates Dirham), repaid in full in advance in January 2013.

Short-term loans granted by a major credit institute as part of transitional credit facilities for the

opening of documented credit against commitments with suppliers for 443 thousand euros, due

within the first quarter of 2013.

All these loans were repaid ahead of their due dates, in February 2013.

Amounts due to banks are regulated at market rates.

Amounts due to other lenders total 32 thousand euros (36,342 thousand euros as of 31 December

2011), down 36,310 thousand euros; the payables at the end of last year were due to the transfer

without recourse of receivables owing to the Company from suppliers, and were almost entirely

repaid to the lending entity during the year.

Trade payables subject to Exchange rate risks are translated using the closing rate. Any exchange

rate gains or losses deriving from the currency exchanges between the closing rates and those ruling

on the date of the transaction or the closing rate of the previous year if the transaction took place in

previous years are taken to the income statement and amount to 1,496 thousand euros. The foreign

currency payables are 101,033 thousand USD, 23,972 thousand AED (Arab Emirate Dirham),

18,457 thousand QAR (Qatar Riyals), 3,807 thousand KWD (Kuwait Dinar) and 42,017 thousand

JPY (Japanese Yen).

Tax payables relate to VAT with deferred payment dates for 565 thousand euros, withholdings

applied for employees and independent work for 359 thousand euros. The period IRAP allocation

comes to 200 thousand euros.

Sums due to the subsidiaries, associates and the parent companies and the other companies consist

of the following:

Description Subsidiaries Associates Parent

companies

Other

companies

Total

Financial receivables: - - 82,534 - 82,534

Trade payables - 195 5,944 37,176 43,315

Other - - 1,445 - 1,445

Total - 195 89,923 37,176 127,294

Payables due to other companies are mainly relative to accounts received from Fibe S.p.A. for the

services of the management of plants for waste treatment in Campania (please also see paragraph

‘Receivables’).

Other sums payable relate to payables to employees for untaken holidays, deferred remuneration

and related contributions for a total of 849 thousand euros, and to third parties for 2,288 thousand

euros (of which 957 thousand euros is due to FIAT Finance S.p.A. and 534 thousand euros for

contributions related to the treatment of waste to be paid to the municipalities and ‘Consorzi di

Bacino’)



84

Financial payables due to parent companies amount to 82,534 thousand euros as of 31 December

2012 (163,500 thousand euros as of 31 December 2011) and relate to the relationship of interest-

bearing current account at market rates.

During the year, the parent company Impregilo S.p.A. continued to supply suitable financial

resources in order to guarantee the business continuity of Fisia Italimpianti S.p.A. Financial

payables are down on last year by 80,966 thousand euros due to the repayment made following the

collection of amounts receivable deriving from the construction of the Acerra waste-to-energy

plant.

Amounts payable to parent companies for 1,445 thousand euros relate to tax operations, in

particular to the participation of the Company in the Group VAT liquidation procedure (624

thousand euros in credit) and the IRES consolidation (2,069 thousand euros debit).

The company does not have payables secured by collateral on assets.

A breakdown of payables by geographical area is as follows:

Description Italy Other EU

countries

Rest of

Europe

North

America Asia

Rest of

the world Total

Due to banks 445 4,133 4,578

Sums due to other

financial institutions 32 32

Trade payables

suppliers 16,397 1,891 174 870 95,654 185 115,171

Associates 195 195

Parent companies 89,923 89,923

Other companies 37,176 37,176

Total 143,691 1,891 174 870 95,654 185 242,465

Payments on account 25,929 1,734,317 1,760,246

Other sums payable 4,244 598 4,842

Total payables 174,341 1,891 174 870 1,834,702 185 2,012,163

E) Accruals and deferrals

Balance at 31/12/2012 44

Balance at 31/12/2011 79

Change (35)

Accrued expenses concern commission on securities for successful completion of works, advances,

guarantees etc. accrued as of year end and not yet debited by the issuing institutes.



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Memorandum accounts

Description 31/12/2012 31/12/2011 Change

Collateral:

Guarantees given to third parties 312,502 407,338 (94,836)

Contingencies:

Risks: contractor penalties - 40,519 (40,519)

Other:

Guarantees received from third

parties 202,722 264,872 (62,150)

Total 515,224 712,729 (197,505)

Sureties given on behalf of subsidiaries mainly relate to guarantees arising from contractual

obligations with customers given for collected advances, performance bonds and the freeing of

retentions.

The sum of 40,519 thousand euros (equal to approximately 52 million USD) shown under ‘risks’

last year represented the maximum value of the liquidated damages in relation to the desalination

plant at Ras Abu Fontas B2 for expected delays in delivery. The amount has been removed from the

memorandum accounts as there are no longer any risks involved, following the amicable agreement

reached with the client during the year.

The guarantees received from third parties have been issued by suppliers as guarantee of the

advances received and successful completion of works as well as the release of withholdings

provided as guarantee.

Income statement

A) Production revenues

Balance 2012 78,511

Balance 2011 48,054

Change 30,457

Description 2012 2011 Change

Turnover goods and services 262,072 656,512 (394,440)

Changes in contract work in progress (198,140) (616,019) 417,879

Other revenues and income 14,579 7,561 7,018

Total 78,511 48,054 30,457



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The change is closely related to the disclosure given in the notes, in paragraph C.1 (Inventories).

Production values by geographical area

Area Sales and

other revenues

Variation in

work in progress

Total

Italy 258,431 (255,826) 2,605

Asia 18,220 57,686 75,906

Total 276,651 (198,140) 78,511

Turnover on goods and services is the amount invoiced for work, supplies and tenders. Activities

performed and not definitively accepted by clients are seen in the changes to contracted works in

progress.

Other revenues and income


Ordinary year income 8,241 1,504 6,737

Compensation for damages 4,137 4,412 (275)

Cost recovery and other 1,727 1,639 88

Excess provision for risks 461 - 461

Gains on the disposal of fixed assets 13 6 7

Total 14,579 7,561 7,018

The change with respect to last year shows an increase of 7,018 thousand euros, mainly due to

"Out-of-period income" which in 2012 include the reversal of costs allocated in 2010 to "Sundry

operating expenses" (Compensation for damages), which proved to be partially excessive following

the conclusion of arbitration procedures in connection with the Ras Abu Fontas A1 project, as

reported on in the Report on Operations under the section entitled "Significant subsequent events";

this item also includes the reversal of prescribed payables.

The income pursuant to "Compensation for damages" derive from the formalisation of settlement

agreements with suppliers/entities guaranteeing the Company suppliers.

The recovery of costs (1,484 thousand euros) mainly concerns the reimbursement of costs obtained

from a client for arbitration proceedings (834 thousand euros) and sundry recoveries of costs and

insurance reimbursements for 233 thousand euros.

The excess risk provisions is 388 thousand euros for the "Provisions for other risks and charges"

and 73 thousand euros for the "Provision for risks through work".

B) Production costs Balance 2012 68,264

Balance 2011 111,775

Change (43,511)



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Raw materials, consumables and goods 8,326 13,731 (5,405)

Services 28,652 50,219 (21,567)

Use of third party assets 2,345 2,905 (560)

Wages and salaries 9,119 13,695 (4,576)

Social security contributions 1,575 2,342 (767)

Employees’ leaving entitlement 580 724 (144)

Other payroll costs 591 580 11

Amortisation of intangible fixed assets 17 6,223 (6,206)

Depreciation of tangible fixed assets 150 262 (112)

Other impairment of fixed assets - 18,579 (18,579)

Impairment of receivables of the current assets 96 670 (574)

Provision for risks 567 568 (1)

Other operating costs 16,246 1,277 14,969

Total 68,264 111,775 (43,511)

Costs for raw materials, consumables, supplies and goods and costs for services

The comparison of data with last year shows a generalised reduction in all items with the exception

of the "Sundry operating expenses" (commented on below), which has increased on last year. This

overall reduction (43,511 thousand euros) is connected with the reduction seen in the value of

production.

The key items are, in terms of purchases of materials for contracts, on-site supplies, electricity,

moulds and stationary, and for services, assembly costs, subcontracting, consultancy and technical

assistance, travel expenses, transportation and maintenance.

We note that sundry operating expenses include emoluments due to the members of the Board of

Directors, in some cases reversed on the Companies they are employed by, for a total of 258

thousand euros, and fees due to the Board of Auditors for 59 thousand euros. The amount relating to

the emoluments due to the members of the Board of Directors does not include the cost recognised

to Impregilo S.p.A. for the secondment of the Managing Director, an employee of the parent

company, until May 2012, at which time the office was terminated.

Use of third party assets

The item mainly includes costs for the hire of equipment, operating machines for the building sites

and vehicles and rent for the offices in Genoa and of the other places of business. As compared with

the previous financial year, the item shows a decrease of 2,345 thousand euros.



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Payroll and related costs

This item includes all payroll costs including merit bonuses, category transfers, cost of living

allowance increases, untaken holidays and provisions required by current legislation and the

national labour contract.

Payroll costs for employees working at the registered office amount to 7,842 thousand euros

(11,798 thousand euros at 31 December 2011).

The average workforce at the registered office and number of employees are as follows:

Workforce Annual

average

2012

Number of

employees at

31/12/2012

Annual

average

2011

Number of

employees at

31/12/2011

Managers 15 13 19 17

Junior managers 53 50 65 63

White collars 79 74 92 92

Blue collars 1 - 3 3

148 137 179 175

During the period, 7 new employees were hired and 45 left.

The decreased cost of labour, in addition to the decrease in the workforce, is due to the use during

the financial year of 107,998 hours of CIGS/CIGD, in addition to 13,260 hours of holiday and

permits accrued during previous financial years used, as per the agreements, against suspension in

CIGS, for a total of 121,258 hours.

The ‘Other payroll costs’ include charges for amicable settlements linked to the termination of

employment with directors and employees for 270 thousand euros.

Payroll costs for employees at the branches operating in Qatar, Dubai, Abu Dhabi and Kuwait

amount to 4,023 thousand euros (5,543 thousand euros at 31 December 2011). The number of

personnel working in branches abroad at the end of the year was 83 (145 on 31 December 2011).

Amortisation of intangible fixed assets

These are calculated on a straight-line basis considering the asset’s residual income-generating

potential as set out in the section on ‘Accounting policies’ of the notes and amount to 17 thousand

euros, down 6,206 thousand euros on last year.

In 2012, there was no amortisation of goodwill (6,193 thousand euros last year) as this had been

impaired in full last year, allocating the residual amount to the income statement for 18,579

thousand euros.

Depreciation of tangible fixed assets

These are calculated on the assets useful life and their use in the production phase. The rates used

are specified in the ‘Accounting principles’. The decrease of 113 thousand euros is partly due to the

sale of tangible fixed assets, as already described in paragraph “B).2 Tangible fixed assets”, to

which we would refer you. Tangible fixed assets have now been almost entirely depreciated.



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Impairment of receivables and liquid funds included under current assets

This year, the provision for bad debts was integrated for 96 thousand euros (670 thousand euros last

year) in relation to the forecast collection of receivables.

Other impairment of intangible fixed assets

In 2012, no impairment was applied. The impairment applied to goodwill in 2012, in the amount of

18,579 thousand euros, effectively zeroed the item.

Provision for risks

Provisions of 73 thousand euros were made to deal with charges relating to employment disputes,

and 494 thousand euros for charges reasonably estimated as deriving from the current dispute.

Other operating costs

They comprise:


Taxes and duties 220 246 (26)

Customs duties 162 259 (97)

Corporate costs 2 2 -

Entertainment expenses 39 57 (18)

Sundry non-deductible costs 2 2 -

Membership fees 23 44 (21)

Purchase of technical books and publications 22 5 17

Fines and penalties 8 3 5

Losses on tangible fixed assets 10 22 (12)

Settlements/compensation for damage 15,141 - 15,141

Contingent liabilities 605 619 (14)

Sundry costs 12 18 (6)

Total 16,246 1,277 14,969

Taxes and duties mainly refer to costs for the legalisation of documents with foreign Embassies;

customs duties are sustained for the import of materials and parts in countries in which the

desalination plants under construction are located.

The most significant difference relates to "Transactions/compensation for damages" equal to 15,141

thousand euros (zero last year). The item includes the share of "liquidated damages" deriving from

the enforcement of a contract; the amount was settled out-of-court with the client and relates to the

closure of a dispute as reported on in the report on operations under the section entitled

"Performance".



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C) Financial income and charges

Balance 2012 9,850

Balance 2011 (27,722)

Change 37,572


Other income 187 37,126 (36,939)

Interest and other financial

charges

(9,023) (13,105) 4,082

Exchange rate gains (and

losses)

(1,014) 3,701 (4,715)

Total (9,850) 27,722 37,572

A breakdown of financial income and charges by parent, subsidiary, associate and other companies

is given below:

Other financial income- Other income

Description Other

companies

Third

parties

Bank interest income - 1

Interest income from trade receivables 182 -

Interest income from fixed receivables 4 -

Total 186 1

Interest income from trade receivables is recognised, in accordance with the agreements stipulated

in January 2012, by Fibe S.p.A.

Interest and other financial charges

Description Parent

companies

Third

parties

Interest due on commercial debts - 1,110

Interest on short-term loans 5,905 1,751

Interest due to banks - 248

Commissions on sureties - 6

Other financial charges - 3

Total 5,905 3,118

Interest on financial payables due to the parent company relate to the corresponding current account

held with it and are settled at market rates.

The amount of 1,110 thousand euros relates to interest on an advance paid in view of contractual

prices agreed with the client for the order Shuaiba North (Kuwait) intended for the payment of



91

subcontractors. The amount of the advance, unchanged on last year, totals 57,405 thousand US

dollars (43,509 thousand euros) at year end and is stated amongst trade payables.

Interest expense relating to short-term loans concerns loans granted by banks, as already

commented on in the paragraph entitled "D) Payables" of the Notes to the statements for 1,751

thousand euros.

Exchange rate gains and losses

Description 2012 2011

Exchange rate gains:

. realised 1,464 6,419

. unrealised 2,111 9,027

Total adjusted exchange rate

gains

3,576 15,446

Exchange rate losses:

. realised 2,692 4,739

. unrealised 1,898 7,006

Total adjusted exchange rate

losses

4,590 11,745

Net exchange rate gains (losses) (1,014) 3,701

D) Adjustments to financial asset values

Balance 2012 20

Balance 2011 16

Change 4

Impairment


Investments 20 16 4

Impairment of investments show the lasting loss of investment value, also in line with the

shareholders’ equity of the subsidiaries, already commented in the paragraph ‘investments’ of the

Explanatory Notes, and mainly relate to Gestione Napoli S.p.A. in liquidation (19 thousand euros).



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E) Extraordinary income and expenses

Balance 2012 336

Balance 2011 1,892

Change (1,556)

Extraordinary income


Other extraordinary income 799 2,717 (1,918)

Total 799 2,717 (1,918)

Extraordinary income includes the positive effect of the transactions concluded with suppliers under

the scope of the implementation of the industrial and financial plan already described in the Report

on Operations.

Extraordinary expenses


Other extraordinary expenses 464 825 (361)

Total 464 825 (361)

Other extraordinary expenses include the share from the withdrawal of debtors of the Company

from the positive effect of the settlement deeds drawn up with regards to suppliers under the scope

of the implementation of the financial and industrial plan stated above.

Taxation on profit for the year

Balance 2012 370

Balance 2011 572

Change (202)


Current tax (proceed from tax

consolidation)

(370) (572) 202

Deferred tax income - - -

Deferred tax expense - - -

Total (370) (572) 202



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"Current tax" for 370 thousand euros is the balance of current IRES tax (7,203 thousand euros) and

IRAP tax (200 thousand euros), totalling 7,403 thousand euros, allocated to the income statement

and the income from the tax consolidation recognised by the Consolidating Impregilo S.p.A. for a

total of 7,773 thousand euros.

As already mentioned in the paragraph "Receivables" of the Notes to the statements, the income

from the tax consolidation totals 3% of the losses conferred to the tax consolidation used by the

Consolidating company on the Tax Declaration (Unico 2012) and other tax benefits for a total of

2,640 thousand euros, plus income of 5,134 thousand euros, calculated in accordance with the tax

consolidation contract, on 80% of the taxable income for the period, at the rate of 24.5% (3% of the

amount of the losses already conferred in the past to the Consolidating company, used to offset the

taxable income for the period, had been paid by the Consolidating company to the Company in

previous years).



94

III - Additional disclosures

For the purposes of complete disclosure, the company’s cash flow statement is set out below:

CASH FLOW STATEMENT

Year Year

2012 2011

A. OPENING SHORT-TERM NET LIQUID FUNDS

(liquid availability- current account liabilities)

(6,362) (18,020)

B. CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the year 1,082 (33,551)

Amortisation/depreciation 167 6,485

(Gains) or losses on the disposal of fixed assets 9 (30)

(Value adjustments) or impairment of fixed assets 17 18,595

Changes in working capital 182,110 (72,711)

Net change in employees’ leaving entitlement (655) (167)

Total B 182,730 (81.379)

C. CASH FLOWS FROM INVESTING ACTIVITIES

IN FIXED ASSETS

Investments in fixed assets

. intangible (33) (11)

. tangible (74) (26)

. financial - -

Proceeds from the sale or reimbursement value of fixed assets 99 63

Total C (8) 26

D. CASH FLOW FROM FINANCING ACTIVITIES

Increase in bank loans and other financing 13,740

Decrease in bank loans and other financing (72,373) (53,249)

Variations in financial assets/liabilities (81,008) 92,620

Total D (153,381) 53,011

E. CAPITAL INCREASE/RENUNCIATION OF RECEIVABLES - 40,000

F. NET CASH FLOWS FOR THE YEAR

(B+C+D+E) 29,341 (11,658)

G. CLOSING SHORT-TERM NET LIQUID FUNDS

(CLOSING NET SHORT-TERM FINANCIAL DEBT) 22,979 (6,362)

(A+F)

The opening net financial debt (liquid funds less negative current accounts) go from 6,362 thousand

euros in 2011 to 22,979 thousand euros (liquid availiability) with a total variation of 29,341

thousand euros.

This change is due to:

Financial funds generated by the year’s activity (182,730 thousand euros).



95

requirements deriving from fixed asset transactions of 8 thousand euros due to investments in

net fixed assets of 107 thousand euros and proceeds from the sale of fixed assets of 99

thousand euros,

the net requirement deriving from financing activities for 153,381 thousand euros.

On behalf of the Board of Directors

The Chairman

Mr. Giorgio Robba

Genoa, 22 March 2013



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RESOLUTIONS TAKEN BY THE SHAREHOLDERS’ MEETING HELD ON 12 APRIL

2013

The ordinary Shareholders’ Meeting of Fisia Italimpianti S.p.A., held on the first calling on 12

April 2013:

approved the statutory financial statements as of 31 December 2012, the relevant reports and

the allocation the period profits of € 1,082,156 as follows:

5%, equal to € 54,108 to the legal reserve;

the remaining € 1,028,048 to the exchange gains reserve.

resolved that the Company’s Board of Directors would comprise 3 members, in accordance with

the provisions of Art. 15 of the Company's Articles of Association,

for just one year, and therefore until approval of the financial statements as of 31 December

2013 by the Shareholders’ Meeting, appointed the following as members of the Board of

Directors of Fisia Italimpianti S.p.A.:

Giorgio Robba

Silvio Oliva

Nicolò Dubini

appointed Giorgio Robba Chairman of Fisia Italimpianti S.p.A..


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REPORT AND FINANCIAL STATEMENTS - Fisia Italimpianti · REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2012 ... SECONDARY OFFICES ABU DHABI P.O. BOX 3811 – Abu Dhabi

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