INFORMATIVE DOCUMENT pursuant to article 84-bis, paragraph 1, of the Regulations adopted by Consob by effect of Resolution n. 11971 dated May 14 1999, as subsequently amended and integrated, regarding the STOCK GRANT PLAN ANSALDO STS S.P.A. 12 November 2007
Contents GLOSSARY...4 INTRODUCTION...5 1. RECIPIENTS...6 1.1 Identification of the names of Recipients of the Plan who sit on the Board of Directors of Ansaldo and of a number of Group companies...6 1.2 Identification of the categories of employees or other people working with Ansaldo and the Group who are Recipients of the Plan...6 1.3 Identification of the names of Plan Recipients who hold key executive positions in Ansaldo pursuant to art. 152-sexies, par. 1, letter c)-c.2 of the Issuers' Regulations...6 1.4 Description and identification of the number of Plan Recipients who are executives with regular access to inside information holding the power to make management decisions with an impact on Ansaldo s evolution and future prospects, pursuant to art. 152-sexies, par. 1, lett. c)-c.2 of the Issuers Regulations...6 2. REASONS FOR ADOPTION OF THE PLAN...7 2.1 Goals of the Plan...7 2.2 Key variables and performance indicators...7 2.3 Criteria applicable to determination of the number of Stocks to be granted...7 2.4 Reasons for possible decision to allocate compensation plans based on financial instruments not issued by Ansaldo...7 2.5 Significant tax and accounting implications...7 2.6 Support for the Plan by the Special Fund for motivation of workers participation in enterprise, pursuant to art. 4, par. 112 of law n. 350 dated December 24 2003, where applicable..8 3. APPROVAL PROCEDURE AND TIMING OF STOCK GRANT...9 3.1 Powers and functions granted the Board of Directors to implement the Plan by the Ordinary Ansaldo Shareholders Meeting...9 3.2 Parties in charge of Plan administration...9 3.3 Existing Plan revision procedures...9 3.5 Role played by each Director in determining the features of the Plan...10 3.6 Date of the competent body s decision to submit the Plan to the Shareholders approval and any Remuneration Committee proposal...10 3.7 Date of the competent body s decision regarding the Stock Grant and any Committee proposals...10 3.8 Market price of stocks registered on the dates indicated in points 3.6 and 3.7...10 3.9 Measures taken by the Company in the event of possible coincidence of the Stock Grant date or any relevant Remuneration Committee decision with disclosure of information pursuant to art. 114, par. 1 of Legislative Decree n. 58 dated February 24 1998...10 2
4. STOCK FEATURES...12 4.1 Plan structure...12 4.2 Plan implementation period...12 4.3 Plan term...12 4.4 Maximum number of stocks to be granted in 2007...12 4.5 Methods and clauses applicable to implementation of the Plan...12 4.6 Stock availability constraints...13 4.7 Conditions subsequent the Plan if the Recipients conduct hedging transactions allowing them to neutralise the possible prohibition on sale of Stock Options or Stocks...13 4.8 Consequences of termination of employment...13 4.9 Identification of other possible causes for cancellation of the Plan...13 4.10 Reasons for planning redemption of Options and/or Stocks...13 4.11 Possible loans or other special terms for purchase of Stocks...13 4.12 Assessment of the expected cost to Ansaldo as of the Stock Grant date...13 4.14 Possible limits on exercise of voting rights and assignment of property rights pertaining to the Stocks...13 4.15 Information on Stocks not negotiated on regulated markets...14 3
GLOSSARY Ansaldo Subsidiary Shares Committee Recipients Ansaldo STS S.p.A. A company in which Ansaldo holds the controlling share pursuant to art. 2359 of the Civil Code Ordinary Ansaldo shares serving the Plan. The Remuneration Committee set up within the Ansaldo Board of Directors pursuant to art. 7 of the Corporate Governance Code adopted by Borsa Italiana S.p.A. Recipients of the plan as identified by the Board of Directors and the Remuneration Committee. Informative Document This informative document, written pursuant to art. 84- bis, par. 1, of the Issuers Regulations and for the effects thereof. Group Ansaldo and its Subsidiaries Plan The Plan for free assignment of Shares for the years 2006 and 2007, approved by the Ansaldo Ordinary Shareholders Meeting held on May 22 2007, the partial execution of which (in the year 2006) was resolved by the Ansaldo Board of Directors on November 12 2007. Issuers Regulations Company The Regulations adopted by Consob by effect of Resolution n. 11971 on May 14 1999, as subsequently amended and integrated. Ansaldo 4
INTRODUCTION The Informative Document is published in order to provide Company Shareholders and the market with extensive detailed information on the Plan, in compliance with the provisions of Consob resolution n. 15915 dated May 3 2007, according to which issuers of stock grant plans approved prior to September 1 2007 must, on the occasion of the decision to implement the plan made by the competent body on or after that date, publish a document containing the information specified in Annex 3A, Diagram 7, paragraphs 1, 2 (in brief form), 3 and 4 of the Issuers Regulations. The Company has published an annex to the Informative Document containing the information identified in table 1 and Diagram 7 of Annex 3A of the Issuers Regulations. The Informative Document is available to the public for consultation in Ansaldo s Genoa registered office at Via Paolo Mantovani, 3/5, and on the Company s internet site at www.ansaldo-sts.com. The Informative Document has also been sent to Borsa Italiana S.p.A., to at least two press agencies and to Consob. 5
1. RECIPIENTS 1.1 Identification of the names of Recipients of the Plan who sit on the Board of Directors of Ansaldo and of a number of Group companies Plan recipients include: - Mr. Sergio De Luca, Managing Director of the Company and Recipient of the Plan in his quality of Managing Director of the Subsidiaries Ansaldo Segnalamento Ferroviario S.p.A. and Ansaldo Trasporti Sistemi Ferroviari S.p.A; - Mr. Sante Roberti, Vice President of the Company; - Mr. Georges Dubot, Managing Director of Ansaldo STS France S.A.; and - Mr. Lyle Jackson, Managing Director of Ansaldo STS Australia Pty Ltd. Mr Giovanni Roberto Gagliardi - formerly Managing Director of Ansaldo and Mr Kenneth Burk - formerly Managing Director of Union Switch & Signal Inc don t benefit by the Plan since they resigned during year 2007. 1.2 Identification of the categories of employees or other people working with Ansaldo and the Group who are Recipients of the Plan The additional 43 Recipients of the Plan are executives playing key roles in the Company or in other Group companies, including 33 people identified by the Board of Directors (the people who originally benefited from the Finmeccanica S.p.A. Performance Share Plan 2005 2007, also based on free assignment of ordinary shares in Finmeccanica S.p.A.) and 10 identified by the Remuneration Committee on the basis of its appointment to administrate the Plan. The executives total number as indicated in this article 1.2 is lower then the number previously stated (44) because of the resignation of two executives and the insertion of a new one. 1.3 Identification of the names of Plan Recipients who hold key executive positions in Ansaldo pursuant to art. 152-sexies, par. 1, letter c)-c.2 of the Issuers' Regulations Not applicable. 1.4 Description and identification of the number of Plan Recipients who are executives with regular access to inside information holding the power to make management decisions with an impact on Ansaldo s evolution and future prospects, pursuant to art. 152-sexies, par. 1, lett. c)-c.2 of the Issuers Regulations With the exception of the Managing Director and the Vice President of Ansaldo, identified under point 1.1, the plan recipients do not include any other executives considered relevant persons under the definition given in art. 152-sexies, par. 1, letter c)-c.2 of the Issuers Regulations identified in the heading of this point, 1.4. 6
2. REASONS FOR ADOPTION OF THE PLAN 2.1 Goals of the Plan The Plan s most important goals are: - involvement and motivation of management, directors and high level consultants in the Group whose work is considered to be of essential importance for achievement of the Group s goals; - expression of the Company s intention of sharing the expected increase in the Company s value obtained partly as a result of positive stock trends on the stock market with top-ranking professionals in the Group; - promoting fidelity among key Group resources and providing them with incentives to stay with the Group. 2.2 Key variables and performance indicators The Stock Grant is subject to certain conditions precedent represented by three performance goals. Two of these goals are administrative in nature. The third goal pertains to the stock s performance on financial markets and requires the ordinary Ansaldo stock in the years taken into consideration, as reported by Borsa Italiana S.p.A. s telematic system, to exceed the MIBTEL index. For more information on the performance goals to which the Stock Grant is subject, refer to section 4.5 below. 2.3 Criteria applicable to determination of the number of Stocks to be granted Stocks will be granted on the basis of the level of achievement of the performance goals identified above. The Company s Board of Directors has identified the maximum number of Stocks available to serve the Plan as 1,000,000 (one million). 2.4 Reasons for possible decision to allocate compensation plans based on financial instruments not issued by Ansaldo Not applicable. 2.5 Significant tax and accounting implications All Plan participants are employees of the Company or its subsidiaries. The value of the Stocks at the time of handover constitutes income from employment or comparable income under art. 51, letter g) and art. 52 of TUIR (the Italian income tax code), and as such is subject to payment of social security contributions. As a result the employer of each of the recipients will, as withholding agent, be required to subtract the necessary tax and social security deductions from the amount constituting the value of the Stocks at the time of the grant identified pursuant to art. 9, par. 4, letter a) of TUIR. If the withholdings to be deducted by the withholding agent should exceed the amount payable to the recipient as salary or other payments, the recipient shall provide the employer with a sufficient sum to fulfil the employer s obligations as withholding agent, by methods to be agreed on. 7
2.6 Support for the Plan by the Special Fund for motivation of workers participation in enterprise, pursuant to art. 4, par. 112 of law n. 350 dated December 24 2003, where applicable Not applicable. 8
3. APPROVAL PROCEDURE AND TIMING OF STOCK GRANT 3.1 Powers and functions granted the Board of Directors to implement the Plan by the Ordinary Ansaldo Shareholders Meeting The May 22 2007 Ordinary Ansaldo Shareholders Meeting granted the Board of Directors all the powers required for concrete implementation of the Plan, to be exercised in compliance with the principles established by the Meeting. The Board of Directors' November 12 2007 meeting granted Stocks for the year 2006 on the basis of the powers granted it by the Shareholders Meeting and on the basis of verification of performance conditions by the Committee. The Committee found that two of the three goals assigned had been met in 2006: VAE 2006 value and amount of 2006 orders as stated in the Budget. On the other hand, the 2006 goal for comparison of the Ansaldo stock with the Mibtel index was not achieved. 3.2 Parties in charge of Plan administration The body responsible for making decisions relating to the Plan except for the prerogatives of the Shareholders Meeting is the Company s Board of Directors, which superintends the operative management of the Plan and applies the rules stated in the implementation regulations. The Board of Directors has also appointed the Committee to implement the Plan Regulations and make amendments to them if required and to manage the Plan. The Committee is specifically entrusted with: (i) identifying any other Plan recipients, in accordance with the previous section and in response to the Managing Director s proposals; (ii) directly informing the Ansaldo Managing Director of grants and of the performance goals on which the Stock Grant is dependent and the criteria for measuring them; (iii) granting Stocks, identifying the performance goals on which the grant is conditional and the criteria for measuring them; (iv) ensuring that the requirements for participation in the Plan remain in effect for the entire duration of the Plan; (v) defining the parameter determining the number of Stocks granted, in the event that the recipients do not remain in office for the entire duration of the Plan period; (vi) determining achievement of performance goals and determining the number of Stocks to be granted to each recipient on the basis of these results; (vii) for Stocks to be granted to the Ansaldo Managing Director, directly acquiring the information to be verified as identified in points iv), v) and vi), in order to make the pertinent decisions. 3.3 Existing Plan revision procedures The Committee will regulate all emerging rights and/or correct the conditions applicable to the grant, among others, in case one of the following operation is carried out, if and to the extent that it has an impact on the value of the rights granted,: (i) division and regrouping of stocks; 9
(ii) free increase in Ansaldo stock capital by assignment of new stocks or modification of their par value; (iii) Ansaldo capital stock increase paid for by underwriting an offer of new stocks; (iv) Ansaldo merger or division; (v) distribution of extraordinary stock dividends. 3.4 Methods by which Stock availability and assignment shall be determined The Plan shall be served with the company s own stocks, purchased on the market as authorised by the Ordinary Shareholders Meeting held on May 22 2007. These purchases will be made by November 30 2007. 3.5 Role played by each Director in determining the features of the Plan The entire process of definition of the features of the Plan was performed jointly and with the support of the Committee s proposals and consultation, pursuant to the recommendations of the Corporate Governance Code for listed companies promoted by Borsa Italiana S.p.A. and with corporate best practices in this area. The resolution by which the Board of Directors adopted the Plan scheme to be submitted to the Shareholders for their approval was unanimously approved with the sole abstention of Mr. Giovanni Roberto Gagliardi, the Company s Managing Director at the time and a Plan Recipient. 3.6 Date of the competent body s decision to submit the Plan to the Shareholders approval and any Remuneration Committee proposal The Board of Directors resolved to submit the Plan to the Shareholders for approval on March 22 2007. On September 7 2006 the Committee adopted its resolutions regarding the Plan. 3.7 Date of the competent body s decision regarding the Stock Grant and any Committee proposals The Board of Directors resolution to grant Stocks was passed on November 12 2007. The Committee s proposal is dated April 12 2007. 3.8 Market price of stocks registered on the dates indicated in points 3.6 and 3.7 The market price of Company stocks registered on the dates shown in points 3.6 and 3.7 above is indicated below: official price of the Ansaldo stock on the Telematic Stock Market organised and operated by Borsa Italiana S.p.A. on September 7 2006: Euro 7,942; official price of the Ansaldo stock on the Telematic Stock Market organised and operated by Borsa Italiana S.p.A. on March 22 2007: Euro 9,775; official price of the Ansaldo stock on the Telematic Stock Market organised and operated by Borsa Italiana S.p.A. on April 12 2007: Euro 9,859; official price of the Ansaldo stock on the Telematic Stock Market organised and operated by Borsa Italiana S.p.A. on November 12 2007: Euro 9,498. 3.9 Measures taken by the Company in the event of possible coincidence of the Stock Grant date or any relevant Remuneration Committee 10
decisions with disclosure of information pursuant to art. 114, par. 1 of Legislative Decree n. 58 dated February 24 1998 In order to prevent Plan Recipients with regular access to inside information and with the power to make management decisions that may affect Ansaldo s evolution and future prospects pursuant to art. 152 sexies, par. 1 lett. c-c.2 of the Issuers Regulations (that is, the Ansaldo Managing Director and Vice President) from conducting transactions in Stocks in periods of the year which are particularly delicate with regard to corporate information, Stock transactions shall be suspended starting on the fifteenth day prior to (and including) the planned date for summoning the Board of Directors to meet and approve the draft financial statements, half-year report and quarterly reports, until the time of disclosure of the Board of Directors decisions on the market. 11
4. STOCK FEATURES 4.1 Plan structure The Plan is for free granting of a maximum of 1,000,000 stocks subject to achievement of the performance targets identified in point 4.5 below. 4.2 Plan implementation period The Stock Grant is subject to the verification of certain conditions precedent. The Committee has assessed achievement of performance targets for the year 2006. As stated above, the Committee found that in the year 2006 two out of the three targets were met; on the basis of the Plan Regulations, this will result in granting of 75% of the maximum number of shares available for granting in 2006. On the basis of this verification, on November 12 2007 the Ansaldo Board of Directors granted n. 148.090 stocks for the year 2006. The conditions applicable to the year 2007 will be checked by the Committee within the fifth day following the Board of Director s approval of the draft annual financial statements and consolidated financial statements. 4.3 Plan term The Plan refers to the years 2006 2007. The Committee will check achievement of the goals for the year 2007 in 2008, no later than five days after the Ansaldo Board of Directors approves the draft annual financial statements and consolidated financial statements. If the goals for 2007 have been achieved, the stocks will be granted by December 1 2008. 4.4 Maximum number of stocks granted in 2007 The number of stocks granted in 2007 is 148.090, including 24.207 for the Recipients identified in point 1.1 and 123.883 for the Recipients identified in point 1.2. 4.5 Methods and clauses applicable to implementation of the Plan The Stock Grant is subject to achievement of the following goals: - 50% of the Stocks: achievement of annual and periodic targets for EAV (Economic Added Value) set in the Group s budget/plan for 2006/2007; - 25% of the Stocks: achievement of annual and periodic targets for orders (and the corresponding average margin) set in the Group s budget/plan for 2006/2007; - 25% of the Stocks: comparison of the trend in the Ansaldo STS stock with the MIBTEL index for 2006/2007. This will be calculated by comparing the average values for thirty calendar days at the start of this period and at the end of the period: the target shall be considered achieved if the percentage of change in the average value of the Ansaldo STS stock at the end of the period, as compared to the average value to the start of the period, is greater than the corresponding percentage of change in the MIBTEL index. The Committee assesses achievement of the targets once a year. The above-mentioned targets are assessed independently, attributing a portion of the Stocks to achievement of each one of the targets. 12
The Plan also includes a cumulative mechanism under which: (i) the targets for the second year of the plan are not considered achieved unless the quantitative requirements for the second year in the plan (2007) and the cumulative results for the two years of the plan have been achieved; (ii) if there is underperformance in the first year of the plan, and therefore no payout at the end of the first year of the Plan, it is possible to make up for this with overperformance in the second year of the Plan, resulting in achievement of a sum of the targets in excess of the Plan target sum. The cumulative mechanism described above does not apply to the target for Stock trends in relation to the MIBTEL trend. 4.6 Stock availability constraints There are no stock availability constraints on the Stocks. 4.7 Conditions subsequent relevant to the Plan if the Recipients conduct hedging transactions allowing them to neutralise the possible prohibition on sale of Stock Options or Stocks Not applicable. 4.8 Consequences of termination of employment In order to benefit by the Plan, Recipients must: (i) be in office as of the Stock Grant date, and (ii) not have given notice of resignation or been given notice of dismissal as of the Stock Grant date or, in the case of the managing director, not have resigned from the office or been revoked from office as of the Stock Grant date. Changes in the tasks performed or in the position held in the Group, and changes resulting in the person s no longer belonging to the list of Plan Recipients, shall result in redefinition of the targets to be achieved in order to obtain the Stock Grant, taking into account effective time (pro rata temporis) in the Company or in the group of Participants. 4.9 Identification of other possible causes for cancellation of the Plan There are no causes of cancellation of the Plan. 4.10 Reasons for planning redemption of Options and/or Stocks There is no form of redemption of Stocks by the Company. 4.11 Possible loans or other special terms for purchase of Stocks Not applicable. 4.12 Assessment of the expected cost to Ansaldo as of the Stock Grant date The expected cost to Ansaldo as of the Stock Grant date is equal approximately to Euro 1,895,000.00. 4.13 Possible diluting effects of the Plan As the Plan will be served with the company s own stocks, there will be no diluting effect. 4.14 Possible limits on exercise of voting rights and assignment of property rights pertaining to the Stocks 13
The Stocks granted will be enjoyed normally, as there are no limits on the exercise of corporate rights or property rights pertaining to them. 4.15 Information on Stocks not negotiated on regulated markets Not applicable. Genoa, 12 th November 2007 * * * On behalf of the Board of Directors The Chairman Dr. Alessandro Pansa 14
PAYMENT PLAN BASED ON FINANCIAL INSTRUMENTS Table n. 1 of schedule 7 of Annex 3 A to Regulation n. 11971/1999 Date: 12 /11 /2007 BOX 1 Financial instruments other than options (STOCK GRANT) Section 1 Name or category Mr. Sergio De Luca Position Managing Director of Ansaldo STS S.p.A. and Recipient of the Plan as Managing Director of Ansaldo Segnalamento Ferroviario S.p.A. and of Ansaldo Sistemi Trasporti Ferroviari S.p.A. Date of shareholders resolution 22/05/2007 Instruments pertaining to currently valid plans approved on the basis of previous shareholders resolutions Description of instrument ordinary Ansaldo stocks Number of instruments granted by the competent body Date of grant by the competent body (Remuneration Committee and Board of Directors) 7.933 RC 12/04/2007 BoD 12/11/2007 Possible purchase price for instruments Market price as of grant date Pursuant to the Plan Regulations the price will be the price of ordinary Ansaldo stocks as of 03.12.2007 Term of restriction of sale of instruments Mr. Sante Roberti Vice Chairman of the Board of Directors of Ansaldo STS S.p.A. 22/05/2007 ordinary Ansaldo stocks 6.851 RC 12/04/2007 BoD 12/11/2007 Pursuant to the Plan Regulations the price will be the price of ordinary Ansaldo stocks as of 03.12.2007 Mr. Georges Dubot Managing Director of Ansaldo STS France S.A. 22/05/2007 ordinary Ansaldo stocks 3.846 RC 12/04/2007 BoD 12/11/2007 Pursuant to the Plan Regulations the price will be the price of ordinary Ansaldo stocks as of 03.12.2007 Mr. Lyle Jackson Managing Director of Ansaldo STS Australia Pty Ltd. 22/05/2007 ordinary Ansaldo stocks 5.577 RC 12/04/2007 BoD 12/11/2007 Pursuant to the Plan Regulations the price will be the price of ordinary Ansaldo stocks as of 03.12.2007 Executives of Ansaldo STS and of ASTS Group (43) 22/05/2007 ordinary Ansaldo stocks 123.883 RC 12/04/2007 BoD 12/11/2007 Pursuant to the Plan Regulations the price will be the price of ordinary Ansaldo stocks as of 03.12.2007
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