Finmeccanica S.p.A. entered today with Hitachi Ltd into an Amendment of the Sale and Purchase Agreement of its 40% owned in Ansaldo STS S.p.A.

Finmeccanica informs that it has entered today with Hitachi Ltd into an Amendment of the Sale and Purchase Agreement of its 40% owned in Ansaldo STS S.p.A. as communicated to the market on February 24th

Rome 28 July 2015

Finmeccanica informs that it has entered today with Hitachi Ltd into an Amendment of the Sale and Purchase Agreement of its 40% owned in Ansaldo STS S.p.A. as communicated to the market on February 24th.

For the purpose of trying to accelerating the closing procedure and in order to give certainty in setting the relevant date and in the interest of the parties, Ansaldo STS and the market, the Amendment provides that the shareholders’ meeting of Ansaldo STS (that will be held as at the closing date) may be eventually held on October 1st already.

Upon request of Finmeccanica, its six designated directors have today resigned (as also been acknowledged by the Board of Directors of Ansaldo STS of today): such resignation are subject to the conditions precedent of the purchase agreement being satisfied and will be effective from the board replacement that will take place on the day of the shareholders meeting of Ansaldo STS (simoultaneous to closing).

More specifically, the Amendment provides that:

Should the conditions precedent be satisfied by September 18th, 2015, then the shareholders meeting will be held on first call on October 1st, 2015;
Should the conditions precedent be satisfied by October 20th, 2015, then the shareholders meeting will be held on November 2nd, 2015 (as a continuation of the first call or on second call, as the case may be);
Should the conditions precedent be satisfied by November 20th, 2015, then the shareholders meeting will be held on December 1st, 2015 (as a continuation of the second call or on third call, as the case may be);

Any other provisions of the Sale and Purchase Agreement remaining unchanged.

To the necessary extent, any mandatory communication and disclosure of the specific provisions of the Amendment Agreement would follow within the terms provided by the law.

Finmeccanica, based on the above, is requesting the call of the shareholders’ meeting of Ansaldo STS for the dates as above.

Finmeccanica shall promptly disclose and update on the satisfaction of the condition precedents as they happen, in accordance with the Sale and Purchase Agreement as amended.

ComFNM_ASTS_28_07_2015_ENG.pdf