PROCEDURES FOR THE ATTENDANCE OF SHAREHOLDERS AT SHAREHOLDERS MEETINGS OF IMPREGILO S.p.A. AND FOR EXERCISE OF VOTING RIGHTS

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1 PROCEDURES FOR THE ATTENDANCE OF SHAREHOLDERS AT SHAREHOLDERS MEETINGS OF IMPREGILO S.p.A. AND FOR EXERCISE OF VOTING RIGHTS In compliance with the Voluntary Code of Conduct for listed Italian companies drawn up by the Corporate Governance Committee of Borsa Italiana S.p.A. (March 2006 edition), this document sets out the procedures for the attendance and the exercise of voting rights by Shareholders at Shareholders Meetings of the Company. ***************** COMPANY BY-LAWS ORDINARY SHARES SHAREHOLDERS MEETING 11) The lawfully constituted shareholders meeting represents the shareholders in their entirety and its resolutions, adopted in compliance with the by-laws and the law, shall be binding on all shareholders including absent or dissenting shareholders. 12) The shareholders meeting may be called in a venue other than the registered office, in Italy. The ordinary shareholders meeting shall be called every year within one hundred and twenty days from closure of the company year and no later than one hundred and eighty days when so allowed by law. Furthermore, ordinary or extraordinary shareholders meetings may be called when deemed appropriate by the Board of Directors and in the cases envisaged by the law. 13) Each ordinary share shall give the right to one vote. 14) To obtain admittance to the shareholders meeting, shareholders shall request the specific declaration of the authorised intermediaries designated in the notice of call at the latest two working days before the day scheduled for the meeting.

2 Each shareholder entitled to attend the shareholders meeting may name another person to represent him through a written proxy, pursuant to the law. The Chairman of the shareholders meeting shall be responsible for verifying the regularity of proxies and the right of the persons present to attend the shareholders meeting. 15) The shareholders meeting, whether ordinary or extraordinary, shall be constituted and shall deliberate as prescribed by the law. For the appointment of Directors, the shareholders resolutions shall be carried with a relative majority of the votes of the shareholders attending the meeting. In the event of a tie, the eldest candidate shall be appointed. Appointment of the members of the Board of Statutory Auditors shall be regulated in accordance with art ) Shareholders meetings shall be called through a notice indicating the order of business published in the Gazzetta Ufficiale official gazette or in the Corriere della Sera daily newspaper at least 30 days before the day scheduled for the meeting. The notice of call of meeting may indicate the day of the meeting on second call and any subsequent calls of meeting. Documentation deposited for admission to the shareholders meeting on first call shall also be valid for subsequent calls of meeting. 17) The shareholders meeting shall be chaired by the Chairman of the Board of Directors or, in his absence, by one of the Deputy Chairmen. In their absence, the Chairman shall be designated by the meeting from among the directors or shareholders present. 18) The Chairman of the shareholders meeting shall have full powers to ascertain the right of the shareholders to attend the meeting, specifically, the regularity of proxies, to ascertain that the meeting is lawfully constituted and has a quorum to deliberate, to direct and moderate the discussion and to establish the method of voting. The shareholders meeting shall name a secretary who may or may not be a shareholder and may, if deemed appropriate, select two scrutineers from among the shareholders and the statutory

3 auditors. 19) The resolutions of the shareholders meeting shall constitute minutes transcribed in the minute book, signed by the Chairman, the secretary and, if designated, the scrutineers. The minutes of the proceedings of the shareholders meeting, if drawn up by a notary, shall subsequently be transcribed into the minute book. BOARD OF STATUTORY AUDITORS 28) The shareholders meeting shall elect the Board of Statutory Auditors, consisting of three acting statutory auditors and two alternates. The Board of Statutory Auditors shall be appointed on the basis of lists presented by the shareholders indicating five candidates listed with a progressive number. Only shareholders who alone or together with other shareholders demonstrate that overall they own at least 2% of the ordinary shares, which, at least in the said minimum amount, must be deposited in accordance with the terms indicated by the law for the purpose of attendance at the shareholders meeting, shall be entitled to present lists. Every shareholder may present or contribute to the presentation of one list alone and every candidate may be named in one list alone on pain of non-electability. A description of the professional curricula of the designated candidates shall be provided in a note or in an attachment to the lists presented by the shareholders. Persons who are already acting auditors in more than five listed companies may not be appointed statutory auditors. Together with each list, declarations shall be deposited in which each candidate declares his acceptance of the candidacy and attests, under his own responsibility, that no causes of nonelectability or incompatibility exist and that he meets the requirements established for the post by the law and by regulations. Lists presented by shareholders shall be deposited, as also indicated in the notice of call, at the company offices at least ten days before the day fixed for the shareholders' meeting on first call.

4 Lists presented that do not comply with the above indications shall be deemed not to have been presented. Each shareholder may vote for one list only. Those elected shall be: from the list that obtains the largest number of votes, in the progressive order in which they are named on the list, two acting auditors and two alternate auditors; the third acting auditor shall be the first candidate on the list with the largest number of votes after the first list. In the event of a tie, a ballot shall be held. Should only one list be presented, the first three candidates in progressive order shall be deemed elected by the majority acting auditors and the fourth and fifth candidates shall be deemed elected by the majority alternate auditors. The chair of the Board of Statutory Auditors shall be taken by the person indicated in the first place on the list that obtains the largest number of votes. The shareholders meeting shall name acting auditors and/or alternates to replenish the Board of Statutory Auditors in the event of early retirement of statutory auditors from their post, as follows: - should it be necessary to replace statutory auditors elected from the majority list, the appointment of the statutory auditor or auditors, and the designation of the chairman of the Board of Statutory Auditors, shall take place with a majority vote, without any list requirements; - should it be necessary to replace the acting auditor appointed by the minority, the shareholders meeting shall proceed with a relative majority vote, choosing the new statutory auditor from the candidates indicated in the list on which the outgoing statutory auditor was named, who confirm their candidacy at least ten days before the day fixed for the shareholders meeting, and simultaneously provide declarations stating that no causes of non-electability or incompatibility exist, and that the requirements established for the post by the law and by regulations are fulfilled. (OMISSIS)

5 SAVINGS SHARES SHARE CAPITAL=BONDS 8) Savings shares issued pursuant to the law have no voting rights, take preference in the distribution of earnings and reimbursement of capital, have the characteristics envisaged by this article, by art. 32 and, for matters not envisaged therein, by the law. (OMISSIS) Savings shareholders are not entitled to take part in the company s shareholders meetings nor to request convocation of a shareholders' meeting. The special shareholders meeting for savings shareholders is regulated by law. (OMISSIS) ***************** Sphere of application REGULATION OF THE IMPREGILO S.p.A. SHAREHOLDERS MEETING DELLA IMPREGILO S.P.A. ARTICLE 1 1. This Regulation governs proceedings at ordinary and extraordinary Shareholders Meetings of Impregilo S.p.A. (hereinafter the Company ), located in Viale Italia 1, Sesto San Giovanni (Milan). ARTICLE 2 Attendance at the Shareholders Meeting 1. In addition to the parties entitled to attend by law and the by-laws, the Shareholders Meeting may be attended, subject to personal identification and notification of the Chairman of the Shareholders Meeting through reception staff, by financial analysts, journalists and representatives of the independent auditors. 2. The Shareholders Meeting may be attended by employees of the Company and of the Companies of the Group whose presence is deemed useful by the Chairman of the Shareholders Meeting with regard to the items on the agenda or for the proceedings. The Chairman may also be assisted by other persons expressly invited to the meeting.

6 ARTICLE 3 Verification of right to attend the Shareholders Meeting and access to the meeting venue 1. Personal identification and verification of right to attend the Shareholders Meeting shall commence in the meeting venue at least half an hour before the time fixed for the Shareholders Meeting. 2. Access to the venue of the Shareholders Meeting shall be allowed subject to verification of right to attend. Persons with voting rights shall be given a tag at the time of identification which they shall keep for the duration of their attendance at the proceedings. 3. Shareholders or their representatives who for whatever reason leave the venue in which the Shareholders Meeting is taking place shall notify the Chairman or auxiliary staff. 4. The use of cameras, sound recording and video recording equipment is prohibited, unless expressly authorised by the Chairman of the Shareholders Meeting. This prohibition shall not apply to equipment required for the recording of the minutes. ARTICLE 4 Constitution of the Shareholders Meeting and opening of proceedings 1. At the time indicated in the notice of call, pursuant to the Company by-laws, the chairmanship of the Shareholders Meeting shall be assumed and a secretary designated. Nonetheless, should the quorum for the Shareholders Meeting not be met, the Chairman, or, in his absence, a Director or a Statutory Auditor present shall, not sooner than half an hour after the time fixed for the beginning of the meeting, inform those present and adjourn discussion of the items on the agenda to the subsequent meeting called. 2. The Chairman shall announce the number of shareholders and other holders of voting rights who are present and also announce the portion of capital represented overall by such persons. 3. Having ascertained that the Shareholders Meeting is lawfully constituted, the Chairman of the Shareholders Meeting shall declare the meeting open. 4. Before illustrating the items on the agenda, the Chairman shall inform the meeting of the presence of the persons indicated in paragraphs 1 and 2 of article 2. ARTICLE 5 Order of business 1. The Chairman of the Shareholders Meeting and, on his invitation, the directors or the statutory auditors or those persons assisting him as per art. 2, par 2, shall illustrate the items on the agenda and the proposals presented for the approval of the Shareholders Meeting. In opening the discussion on these items, and providing that the majority at the Shareholders Meeting is in agreement, the Chairman may follow an order other than that indicated in the notice of call and may rule that all or some of the items on the agenda be discussed together.

7 ARTICLE 6 Interventions and responses 1. The Chairman of the Shareholders Meeting shall moderate the discussion, giving the floor to the directors, to the statutory auditors and to persons who request the floor as indicated in this article. 2. Persons entitled to exercise voting rights may request the floor once for each item on the agenda, to make observations and request information. Persons entitled to exercise voting rights may also present proposals. The request may be made until the Chairman of the Shareholders Meeting closes the discussion on the item in question. 3. The Chairman shall establish the method and order of the interventions. 4. Prior to the discussion, a maximum time-limit may be set on interventions, and shall be binding on all shareholders, by the Chairman of the Shareholders Meeting, if he deems it necessary in consideration of the subject-matter and the importance of the individual items on the agenda, and also of the number of persons requesting the floor, so that that the proceedings may be completed in a single meeting. 5. The Chairman of the Shareholders Meeting or, at his invitation, the directors, the statutory auditors and those assisting him as per art. 2, par 2, shall reply, as a rule, on each item on the order of business after all the interventions on the matter have been completed. 6. The persons who requested the floor may make a brief counter-response. 7. Once the interventions, responses and any counter-responses have been completed, the Chairman of the Shareholders Meeting shall declare the discussion closed. ARTICLE 7 Adjournment of proceedings 1. During the meeting, the Chairman of the Shareholders Meeting may, when he deems it advisable, adjourn the proceedings for a brief period of time, providing justification for the decision. ARTICLE 8 Powers of the Chairman of the Shareholders Meeting 1. In order to ensure that the meeting proceeds correctly and that those attending exercise their rights, the Chairman of the Shareholders Meeting may take the floor from unauthorised speakers or from persons who continue speaking after the time limit set by the Chairman has elapsed. 2. The Chairman of the Shareholders Meeting may take the floor from a speaker, after prior warning, should the intervention manifestly not be pertinent to the matter under discussion. The Chairman may take the floor from any speaker should they make improper or offensive statements or behave in an improper or offensive manner. 3. Should one or more persons prevent others from taking the floor or behave in a manner that clearly obstructs the regular conduct of business, the Chairman shall call the meeting to order and request compliance with these Regulations. Should his request go unheeded, the Chairman may have the previously warned persons removed from the room for the duration of the discussion.

8 ARTICLE 9 Operations prior to voting 1 Before voting commences, the Chairman of the Shareholders Meeting shall re-admit to the room any voting-right holders who were removed during the discussion. 2. The Chairman of the Shareholders Meeting may arrange for voting on each individual item on the agenda to take place after termination of the discussion of each item, or at the end of the discussion of all or some of the items on the agenda. ARTICLE 10 Voting 1. Voting at the Shareholders Meeting shall normally take place by show of hands. If he deems it advisable, the Chairman of the Shareholders Meeting shall establish a different method of voting provided that this is not by secret ballot, and if necessary shall set a limit within which voting must take place. 2. At the end of the voting, the votes shall be counted, after which the Chairman of the Shareholders Meeting, with the assistance of the secretary if necessary, shall announce the results of the voting to the meeting. ARTICLE 11 Closure of proceedings 1. Once all the matters on the agenda have been discussed, the Chairman of the Shareholders Meeting shall declare the meeting closed. ARTICLE 12 Final dispositions 1. In addition to the provisions of these Regulations, the Chairman may take any action he deems advisable to ensure that the Shareholders Meeting proceeds correctly and that those attending exercise their rights. 2. All matters not contemplated by these Regulations shall be governed by the Italian Civil Code, specific laws and the by-laws. ***************** Notices of call of Shareholders Meetings of Impregilo S.p.A. usually provide information to the effect that: pursuant to art. 14 of the company by-laws, shareholders who wish to attend the Shareholders Meeting must request the specific declaration of the intermediaries authorised for the Monte Titoli S.p.A. centralised management system no later than two business days before the day set for the meeting; Shareholders whose Impregilo S.p.A. shares have not been dematerialised are required to present their shares to an intermediary for admission to the centralised dematerialisation system and request the above declaration.

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