Salini Costruttori S.p.A. Report of the Board of Statutory Auditors on the Financial Statements as at
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1 Salini Costruttori S.p.A. Report of the Board of Statutory Auditors on the Financial Statements as at 31 December 2011 pursuant to Article 2429 of the Italian Civil Code Dear Shareholders, During the year ended 31 December 2011, our activity was conducted in compliance with the legal regulations and code of conduct of the Board of Statutory Auditors which have been issued specifically by the Italian Association of Chartered Accountants. We can therefore report the following: Supervision activities We have monitored compliance with the law and Company By-laws and compliance with the principles of good administration. We have taken part in Shareholders Meetings and meetings of the Board of Directors and the Executive Committee, with regard to which we have not seen any violations of the law or the Company By-laws. In addition, at least on the basis of the information available also gained from meetings with the Executive Directors and Administrative Management, we have not seen any evidence of transactions which were either blatantly imprudent, risky, or in potential conflict of interest or any transactions which, at least potentially, could compromise the integrity of company assets. During Board Meetings, which were held on a quarterly basis, we obtained information from the Chief Executive Officer regarding the general performance of Group management and its foreseeable development, as well as information on more important operations, in terms of their size or nature, conducted by the Company and its subsidiaries. On the basis of the information obtained, we have no specific observations to report. During the course of our regular meetings with the Managers of Reconta Ernst & Young S.p.A., the firm appointed as the Statutory Auditors pursuant to Article 2409-bis of the
2 Italian Civil Code, no significant data or information emerged which should be highlighted in this report, either about the Company or its subsidiaries, controlled either directly and/or through branch offices. The auditors were therefore called upon to audit the accounts. During the course of our meetings with the members of the Supervisory Authority, pursuant to Legislative Decree 231/2001, no significant data or information emerged which should be highlighted in this report. The activities of the Supervisory Authority were conducted regularly, including through internal audits, which means that a reciprocal exchange of information is always possible if necessary. At the last meeting of the Board of Directors, the Board presented its Annual Report from which no data or information emerged which needs to be highlighted in this report. Lastly, under the scope of our remit, we gained knowledge of and monitored the adequacy and operation of the organisational structure and administrative-accounting system of the Company as well as the reliability of the latter to correctly represent the affairs of the Company. For this purpose and under the scope of our remit, we have conducted specific inspections and checks, also by obtaining information from department managers and the Audit Firm. We have no particular observations to report to this regard. During the course of the supervision activities, as described above, no other potential significant facts have emerged that would require mention in this report. Financial Statements As we were not asked to conduct a statutory audit into the accounts and, therefore, pursuant to Article 14 of Legislative Decree 39/2010 it is up to the Audit Firm to provide the Audit Report and opinion on the Financial Statements, under the scope of our remit we have monitored the general approach to the latter and its general compliance with the law as far as its composition and structure are concerned, and we can report the following. In compliance with the regulations governing the preparation of Financial Statements
3 and Consolidated Financial Statements, the respective mandatory Financial Statements were prepared and submitted for the statutory auditing of the accounts by the appointed Audit Firm. The Financial Statements for the year ended 31 December 2011, submitted for approval, closed with a profit for the year of 55,013,357. The result for the year corresponds with the items in the accounts of the Statement of Financial Position and the Income Statement and the results of the Explanatory Notes. The Financial Statements were prepared by the Board of Directors in compliance with the provisions of Articles 2423 et seq. of the Italian Civil Code, disclosed to the Board of Statutory Auditors and the Audit Firm according to statutory requirements. We monitored compliance with the legal regulations relating to the preparation of the Directors Report, and to this regard we can observe that for more information regarding the performance of Company management, which operates, in the main, through subsidiaries, the directors have provided the information requested with reference to the results of the activities for the entire Salini Group. Together with the Financial Statements, the Board of Directors approved the Consolidated Financial Statements of Salini Costruttori S.p.A. at the closing date of the Financial Statements as at 31 December These were prepared according to the relevant provisions pursuant to Legislative Decree 127/1991, having fulfilled the condition set out in Article 27, paragraph 3, disclosed to the Audit Firm for auditing the accounts in the subsequent Article 41, and together with the reports will be made available to the Shareholders and published according to legal requirements. At our last meeting with the Company managers appointed for the audit, which will issue its opinion on the Financial Statements and the Consolidated Financial Statements, no significant information has emerged which needs to be highlighted in this report. With regard to the declarations pursuant to Article 2408 of the Italian Civil Code by
4 a single shareholder, which turned out to be unfounded, a direct response will be given at the Shareholders Meeting. Lastly, under the scope of our remit, we can acknowledge that: - Costs of research and development and other intangible assets have been recorded, with our consent requested in Article 2426, point 5 of the Italian Civil Code, as they involve longterm usage costs; - The directors have given the information requested in Article 10 of Law 72/1983 in relation to current assets; - The Explanatory Notes, prepared in euros and rounded to whole numbers, comply with the requirements of Article 2423, paragraph 5 and Article 2427 of the Italian Civil Code, confirming the evaluation criteria adopted in the preparation of the previous Financial Statements and indicating the changes in fixed assets, giving an analysis of the items in the Statement of Financial Position and Income Statement which affect operations. In this regard the Board of Statutory Auditors wishes to point out that, as previously observed in the Reports on Financial Statements in previous financial years, the evaluation of investments in subsidiaries is carried out through the equity method; this criterion has been adopted by the directors since the close of the Financial Statements as at 31 December 2002, also as requested by the Audit Firm and after consulting this Board of Statutory Auditors. The Court of Rome, in the judgments referred to in the Explanatory Notes, on the other hand, nullified the 2002 and 2003 Financial Statements deeming Financial Statements, in which the immediate recording of capital gains offset against the revaluation of equity investments does not appear, to be invalid, despite the fact that our legal system cannot take note of any obligation to set aside this value in the reserve. However, for the purpose of prudence, the directors have given an exhaustive explanation in the Explanatory Notes of the effects which could result for the Company if the
5 judgments of the Court of Rome of 17 February 2006 nullifying the Shareholders Meeting which approved the Financial Statements as at 31 December 2003 and of 17 May 2007 nullifying the Shareholders Meeting which approved the Financial Statements as at 31 December 2002, which were duly appealed precisely with regard to the same points which were the subject of the previous observations, were to become final; - During the proposal for the appropriation of profit for the financial year, the directors observed the provisions pursuant to Article 2426, points 4 and 8-bis of the Italian Civil Code for the composition of reserves not available in relation, respectively, to the revaluation gains pursuant to line D 18 and line C 17-bis of the Income Statement, providing the changes which took place in the reserves, systematically decreased by the parts which effectively took place over the course of the financial year which are credited to the retained earnings, in the Explanatory Notes. Conclusions At the end of this Report, also taking into consideration the results of the activities conducted by Reconta Ernst & Young S.p.A., appointed to carry out the statutory audit of the accounts, we believe that the Shareholders Meeting can resolve to approve the Financial Statements as at 31 December 2011 and the proposal for the appropriation of profit for the financial year. Rome, 7 June THE BOARD OF STATUTORY AUDITORS The Chairman [signature] (Roberto Parasassi)
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