MICOPERI SPA COMPANY PROFILE. March 2015 MICOPERI.COM

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1 MICOPERI SPA COMPANY PROFILE March 2015

2 DISCLAIMER AND DOCUMENT OBJECTIVES This document ( Company Profile ) has been drafted in order to sustain the issue of obligations from Micoperi S.p.A. (hereinafter referred to as Micoperi and/or the Company ) named Micoperi S.p.A. 5,75% and is reserved to Professional Investors with the aim of providing a description of the Company activity and its main economic-financial historical and perspective data. The Company Profile has been drafted by the Company Management, that carried out its analysis on the basis of data and information provided by the Company or taken from public sources. In compliance with Italian Legislative Decree 196/2003 ( Privacy law ) it is underlined that the use of information contained in this analysis brochure for purposes other than the above mentioned ones and their disclosure to people not involved in the indicated operation is forbidden, except for previous authorization by Micoperi S.p.A.. In conclusion, the receiver of this brochure, by receiving it, undertakes to the non disclosure of data and conclusions in it contained, and explicitly approves this restriction of use. In case the receiver does not agree with the above mentioned confidentiality obligation, he is kindly asked to return this document to Micoperi S.p.A. as soon as possible. Contatti Micoperi S.p.A. Via Trieste, Ravenna Tel Dott. Mario Mastrangeli CFO Cell.:

3 TABLE OF CONTENTS Activities I. Overview II. III. IV. History Ownership structure Management Group companies Fleet Performances and markets Reference sector Geographic areas of operation The Costa Concordia case V. Economic-Financial Data VI. Industrial Plan Strategic lines Investment plan Financial forecasts

4 1. Overview MICOPERI, with its marine units and with its own special tools and equipment of primary importance, is an EPCI Contractor leader in the Offshore Oil and Gas Industry mainly involved in the following activities: Transport and installation of platforms and modules Laying of sealines, umbilicals and cables Inspection, repair and maintenance Decommissioning Construction of marine terminals, Port Harbours, Piers and Breakwaters Salvaging

5 1. Overview 1.1 History It was founded in the postwar period in order to free the territorial waters from war wrecks and make them usable again for the country recovery Between 1960 and 1980 it becomes leader in the offshore Oil&Gas Sector in the Mediterranean Area. In 1996 it is acquired by Silvio Bartolotti, owner of the Protan Group, involved in maintenance of oil and gas platforms in the Adriatic Sea, who improves the company from a stagnation period and recovers it as leader in naval operations in the offshore Oil&Gas Sector In 2012 it is engaged in the Costa Concordia wreck removal project in cooperation with the American company Titan, successfully concluded in July 2014.

6 1. Overview 1.2 Ownership structure Protan srl Silvio Bartolotti Nappo Luisa Altri 81% 8% 7% 4% Micoperi SpA Titan- Micoperi srl società consortile 50% 80% Micoperi De Mexico S.A. Savini & C srl 25% 50% Dragados Micoperi Offshore Micoperi Energia srl 86% 70% Micoperi Blue Growth srl Start up operating in innovative sectors The company share capital is held, directly or indirectly, by the Bartolotti family, except for 4 four shares corresponding to 1% each held by external shareholders. The organizational structure is based on a strong technical-operational and commercial district supported by very smooth staff functions. The majority shareholder is directly involved in ordinary and extraordinary management, assisted by his two sons, being actively committed to the company running, and by a team of managers.

7 1. Overview 1.3 Management Silvio Bartolotti Chief Executive Officer and main shareholder Claudio Bartolotti Vice president, previously held the position of Commercial Manager and now is in charge of Business Development and Operations. Fabio Bartolotti Vice president, previously held the position of Procurement Manager and now is General Director of the permanent establishment in Mexico. Sergio Ruffilli HR Manager. In Micoperi since 1996, he has a degree in Law, has operational experience in the drilling sector and held the position of HR manager in AGIP/ENI. Mario Mastrangeli CFO. In Micoperi since 2014, he has a degree in Economics and a Master in Business Administration, has a wide working experience as Administrative and Financial Director of Italian and foreign companies. Matteo Babini Commercial Manager. In Micoperi since 2012, he has a degree in Mechanical Engineering, Energy sector. From 2003 to 2011 he worked as Sales and Marketing Manager in Rosetti Marino SpA. He has remarkable experience in the Oil&Gas sector. Veronica Fiorini Administrative Director. In Micoperi since March 2014, she has a degree in Economics, Management and Professions. She has a wide experience as statutory auditor. The Company has totally 800 employees in Italy and another 500 employees located abroad.

8 1. Overview 1.4 The other Group Companies Core Business Created in 2012 with legal office in Genoa in order to manage the Costa Concordia wreck removal operations. It is jointly held with the US company Titan. Start Up Consortium founded in 2013 with legal office in Mexico in order to carry out offshore projects in cooperation with the Dragados group. It is located in Mexico City, provides technical and administrative support services to the fixed establishment in Mexico. Founded in 2014, located in Ravenna, it is involved in the research of new molecules deriving from the cultivation of certain marine algae. Founded on 09/04/2013, located in Ortona, it is involved in the design of an innovative plant for the production of wind energy. Historical holding located in Ravenna, held for 75% by Protan S.r.l. It is involved in the field of industrial construction, installation and maintenance in the offshore and onshore sector, as well as in assisting drilling operations.

9 1. Overview 1.5 Fleet It is the main company asset, together with the personnel technical skills and know-how. It is composed by 18 vessels, 4 of which in leasing. The fleet market value is more than Euro 280 millions. SEMINOLE MICOPERI 30 CRAWLER MAMTA REMAS OCEAN STAR MICOPERI PRIDE MICOPERI 12 MICOPERI 61 SNIPE SAROM 8 MASTER BUCCANEER SOLARIS ADMIRAL PINETO SPIRIT PUNTA PENNA MICOURIER 1 MICOURIER 2 MICOURIER 3 MICOURIER 4

10 2. Reference sector

11 2. Overview The Oil&Gas Industry is divided into three segments: Upstream (exploration, development and production) Midstream (transportation) Downstream (refinement and selling) They are further divided between Onshore (inland) and Offshore (at sea). Micoperi is specialized in the Upstream Offshore sector. In the last years this market had a strong development thanks to the high oil price that, allowing a quick ROI, encouraged oil companies to look for new sources of supplies. Despite the recent decrease in oil price, the areas in which Micoperi concentrated its activity continue to have a period of development supported by significant investments mainly in offshore activities; in fact, the reduced industrial cost of oil extracted in these areas allows their economical exploitation, even with the current oil prices. Furthermore, it is worth mentioning that certain countries where Micoperi usually operates (i.e. Egypt and Ghana), will develop many infrastructures to meet the growing gas and electricity internal demand. Therefore, these developments are not linked to the oil price trend.

12 3. Geographic areas of operation Areas in which Micoperi currently operates Areas of possible development

13 4. The Costa Concordia case In November 2014 Micoperi also awarded the contract for removal of fixed structures used for salvage and the seabed cleaning up. In 2015/2016 a hundred professionals will be used for the execution of this contract called «Site Remediation Project» In 2012 Costa Crociere awarded to the Corsortium Titan-Micoperi the design and realization of the parbuckling project, the rotation and refloating of the Costa Concordia vessel wrecked offshore the Giglio Island on January, Micoperi proposed the only project in the world that not involved demolition in situ, but a visionary project that could maintain the vessel integrity and the subsequent transfer to Genoa for demolition. A team of engineers, carpenters, divers and seafarers has taken part for almost two years in this incredible project that came from the Italian engineering talent and terminated an operation never done before, that improved the honour of the Italian Marine Industry. More than 75,000 hours of diving; 30,000 tons of steel were used to build the structures necessary for rotation and floating; 22 vessels were employed, among them the Micoperi 30.

14 5. Customer Portfolio

15 6. Economic-Financial Data

16 6. Economic-Financial Data ( IAS 17) ,1 85,6 172, TURNOVER (Eur/mln) 445, ,7 340,6 269, , stima Ricavi Consorzio Ricavi Core 2014 turnover decreasing due to the effect of less impact of revenues relating to Consortium Titan-Micoperi which was involved in the Costa Concordia wreck removal Turnover from core business activities strongly increasing in the three-year term (cagr 25%) EBITDA (Eur/mln) ,9% 28, ,7% 47,9 54, ,9% 2014 stima EBITDA EBITDA (IAS 17 adjusted) increasing both in absolute value and in relation to turnover

17 6. Economic-Financial Data ( IAS 17) NFP (Eur/mln) ,0 8,0 6,0 4,0 2,0-123, ,9 4, , , stima 2,9 2,0 2,9 2, stima stima PFN/PN PFN/EBITDA Financial debts (including leasing debts) have been decreasing in relation to EBITDA and equity and are fully sustainable and in line with the leverage of other companies in the sector.

18 7. Property data 80,0 60,0 40,0 20,0 0,0 32, EQUITY (Eur/mln) 49, , stima In the last three-year the company improved its capitalization thanks to the growing capacity of generating profits, totally reinvested in the company business. The main asset of the Company is represented by its fleet with a market value of more than 280 mln Euro calculated on the basis of assessment and recent transactions. The net book value of its owned fleet, that is very quick depreciated according to company policies, is equal to about 58 mln Euro with a market value of 138 mln Euro. The market value of vessels owned in leasing is equal to almost 144 mln Euro compared to a residual debt of about 48 mln Euro, The company has therefore reserves of values not emerging from its books of approximately 160 mln Euro.

19 8. Industrial Plan Font e: I EA febbr ai o 2015

20 8. Industrial Plan 8.1 Strategic lines Micoperi intends to exploit commercial opportunities coming from the development of the competence oil fields in order to consolidate and increase the growing trend of its turnover It has a portfolio of finalized projects or in phase of advanced negotiation for 2015 and 2016 of about Euro 800 millions concentrated in the oil fields of major development Geographic distribution of projects in 2015 Mediterran ean sea 18% Africa 20% Mexico 62% Geographic distribution of projects in 2016 Mediterrane an sea 13% Africa 39% Mexico 48%

21 8. Industrial Plan 8.2 Investment Plan In order to sustain growth the following investments have been planned: In 2015 an investment of 30 mln Euro for the restoration of a vessel to be employed in activities in West Africa Again in 2015 the purchasing for about 70 mln Euro of a new powerful vessel capable to work in oceanic areas supported via satellite with contained management costs In 2016 an investment of about 30 mln Euro for revamping of a vessel in leasing

22 8. Industrial Plan 8.3 Financial Forecast 2018 ( ml) 2014 ( ml) (stima) Valore della produzione 346,8 EBITDA 40,3 EBITDA Margin 11,6% EBITDA IAS 54,0 EBITDA IAS Margin 15,6% Utile 15,6 PN 63,9 PFN IAS ,8 Valore della produzione Range di valori attesi ( ml) EBITDA EBITDA Margin 15%-17% EBITDA IAS EBITDA IAS Margin 17%-19% Utile PN PFN IAS 17 (20)-(22)

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