Genoa, February 28, 2015
Extract of the agreement communicated to Consob, for all intents and purposes, pursuant to Article 122 of Legislative Decree No. 58 dated 24 February 1998, as amended and supplemented ("TUF") and the applicable provisions of the Regulation approved by Consob with resolution no. 11971 on 14 May 1999, as amended and supplemented ("RE").
On 24 February 2015, Hitachi Ltd., a company incorporated and existing under Japanese law, with registered office in Nihon Seimei Marunouchi Building, 6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 101-8280, Japan and share capital equal to ¥ 458,790,000,000.00 ("Hitachi") and Finmeccanica S.p.A., a company incorporated and existing under the Italian law, with registered office in Piazza Monte Grappa n. 4, 00195 Rome, Italy and share capital equal to €2,543,861,738.00, registered in the Companies’ Registry of Rome with no 00401990585 ("Finmeccanica"), entered into a share purchase agreement (the "Agreement") for the purchase by Hitachi of all the shares held by Finmeccanica in Ansaldo STS S.p.A. ("Ansaldo STS" or the "Company"), which represent approximately 40% of the share capital thereof (the '"Transaction").
The sale and purchase of the Ansaldo STS shares provided for under the Agreement (the "Closing") is subject to the condition that the necessary antitrust clearances are issued beforehand, as well as to certain customary conditions precedent for this kind of transaction. The Closing will take place at same time as the closing of the transfer of the going concern of Ansaldo Breda S.p.A. to the Hitachi group.
The Agreement contains, among other things, provisions designed to implement the Transaction that could theoretically be construed as a shareholders' agreement and, of which therefore, notice is hereby given for prudential reasons.