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Earnings per share

Basic and diluted EPS 0.51 0.48

Dividend per share 0.18* 0.175

(*) proposed to the shareholders.

(**) Recalculated following the bonus issue of 9 July 2012.

The parent distributed dividends for the first time in 2007, one year after its stock market listing on 29 March 2006.

9 Corporate Governance and ownership structure pursuant to Article 123-bis of Legislative Decree

no. 58 of 24 February 1998 and subsequent amendments (the Consolidated Finance Act)

The Ansaldo STS S.p.A. shares have been listed on the Star segment of the markets organised and managed by Borsa Italiana S.p.A. since 29 March 2006 and have been included on the FTSE MIB index since 23 March 2009.

With the approval of the board of directors given on 19 December 2006, Ansaldo STS adopted the Code of conduct endorsed by Borsa Italiana S.p.A. in March 2006 and came into line with its requirements during 2007.

Borsa Italiana S.p.A.’s corporate governance committee adopted a new Code of conduct in December 2011. On 18 December 2012, Ansaldo STS’s directors’ resolved to comply with the principles of this new code and to update its own governance systems to reflect them.

Detailed disclosure on the parent’s corporate governance structure and the measures taken following the adoption of the 2011 Code of conduct is provided in the section of the directors’ report covering corporate governance and the adoption of the Code of conduct for listed companies related to 2012, published together with this annual report.

After setting the number of directors at nine, the shareholders appointed the parent’s new board of directors for 2011-2013 on 5 April 2011: Alessandro Pansa (Chairman), Giancarlo Grasso, Sergio De Luca, Maurizio Cereda, Attilio Salvetti, Paola Girdinio, Tatiana Rizzante, Giovanni Cavallini and Filippo Giuseppe Maria Milone.

Mr. Milone subsequently resigned from the board of directors effective 13 December 2011. To replace Mr. Milone, the board of directors co-opted Bruno Pavesi as director, on 30 March 2012. Mr. Pavesi’s appointment as a director was approved by the shareholders in their meeting of 7 May 2012.

At the same meeting of 5 April 2011, the shareholders also appointed the board of statutory auditors for 2011-2013, comprising Giacinto Sarubbi (Chairman), Renato Righetti and Massimo Scotton, and appointing Bruno Borgia and Pietro Cerasoli as substitute auditors. The board of directors also appointed the members of the current internal control committee (now the risk and control committee) on 5 April 2011 ( Attilio Salvetti – Chairman, Maurizio Cereda and Paola Girdinio), the remuneration committee (now the appointments and remuneration committee) (Maurizio Cereda – chairman, Giovanni Cavallini and Filippo G. M. Milone); following the resignation of Mr. Milone and his replacement with Mr. Pavesi, the latter was also appointed to the remuneration committee with effect from 30 March 2012. The company’s Chief financial officer, Alberto Milvio, was appointed manager in charge of financial reporting.

Also on 5 April 2011, the board of directors appointed Sergio De Luca as CEO, Giancarlo Grasso as deputy chairman of the board of directors and Mario Orlando, the parent’s general secretary, as board secretary. This position was subsequently conferred on Mauro Gigante, by the board of directors on 22 September 2011, as the parent’s new general secretary, replacing Mario Orlando, who became Finmeccanica’s Group General Counsel.

Finally, on 27 September 2012, the board of directors appointed Grazia Guazzi (in charge of the parent’s Corporate Affairs & Group Insurances department) as the new secretary to the board of directors, to replace Mauro Gigante who ceased to hold any role within Ansaldo STS group from 1 October 2012.

The parent’s board of directors also appointed Christian Andi as the parent’s new chief financial officer, with effect from 1 September 2012, and, subject to the board of statutory auditors’ approval, as manager in charge of financial reporting pursuant to article 154-bis of Legislative decree no. 58/1998, replacing Alberto Milvio.

On their appointment and/or cooptation, the directors, Giovanni Cavallini, Maurizio Cereda, Paola Girdinio, Tatiana Rizzante, Attilio Salvetti and Bruno Pavesi, confirmed they meet the requirements for independence of current legislation and the Code of conduct. The board of directors also assessed these requirements and the board of statutory auditors, in turn, checked the criteria adopted by the board were properly applied. The board then subsequently checked the independence requirements were still complied with in their meetings of 13 December 2011 and 18 December 2012, during which the board (i) examined the results of the regular surveys carried out on company directors’ positions as directors or statutory auditors in other listed, financial, banking, insurance or large-sized companies, as notified by each director; (ii) acknowledged the statements made by the independent directors and confirmed they continue to meet the independence requirements required by current legislation and the Code of conduct.

Also in the meeting of 5 April 2011, pursuant to the requirements of the 2006 Code of conduct, after discussion with the internal control committee (now the risk and control committee), the company’s board of directors also appointed the CEO, Sergio De Luca, as executive director in charge of supervising the operation of the internal control system and Mauro Giganti, who heads up the company’s internal audit department, as the internal control manager.

On 18 December 2012, Ansaldo STS’s board of directors, pursuant to article 7 of the new Code of conduct approved by Borsa Italiana S.p.A.’s corporate governance committee in December 2011, confirmed the CEO, Sergio De Luca - formerly “executive director in charge of supervising the operation of the internal control system” under article 8.C.5 of the 2006 Code of conduct - as “director in charge of the internal control and risk management system” under article 7.C.4 of the new Code of conduct; moreover, on Mr. De Luca’s proposal, with the approval of the internal control committee and having consulted the board of statutory auditors, the board of directors confirmed Mauro Giganti - formerly “in charge of internal control” under article 8.C.6 of the 2006 Code of conduct - as manager of the Internal audit department under article 7.C.5 of the new Code of conduct.

Pursuant to the Code of conduct, during the first meeting of the board of statutory auditors, also held on 5 April 2011, the statutory auditors, Giacinto Sarubbi, Renato Righetti and Massimo Scotton, also confirmed they meet the independence requirements of current legislation and stated thereby at the time of their appointment. Possession of the independence requirements was subsequently checked and confirmed by the members of the board of statutory auditors also during the meetings held on 27 January 2012 and 18 December 2012.

Corporate Governance and ownership structure pursuant to Article 123-bis of Legislative Decree no. 58 of 24 February 1998 and subsequent amendments (the Consolidated Finance Act)

During the fi rst half of the year, a specialised company completed its assessment of the operation of the board of directors and its internal committees.

The fi ndings of this assessment showed that Ansaldo STS’s board of directors fully complies with the requirements of the Code of conduct and its operation compares favourably with international Corporate Governance best practices.

On 29 October 2012, the parent’s board of directors engaged a specialised company to evaluate the board of directors and its internal committees for 2013.

The company also published its 2011 Sustainability report in the fi rst half of 2012. Such report was reviewed by PricewaterhouseCoopers. With respect to the independent auditors appointed to perform the legally-required audit of Ansaldo STS S.p.A.’s fi nancial statements, in their meeting of 7 May 2012, the shareholders assigned the new audit engagement for the 2012-2020 period to KPMG S.p.A.

For the reasons extensively described in the documentation prepared pursuant to current legislation for such meeting and available at the following website: http://www.ansaldo-sts.com/it/governance/assemblea-azionisti/documenti-assembleari, the shareholders approved this appointment following the termination for just cause, by the shareholders in the same meeting of 7 May 2012, of the previous independent audit engagement assigned to PricewaterhouseCoopers.

This was decided in order to avoid differences between the parent and Ansaldo STS group’s audit engagements, after the expiry (at the meeting of the shareholders called to approve the 2011 fi nancial statements) of the legally-required audit engagement of the ultimate parent, Finmeccanica, which was also performed by PricewaterhouseCoopers. Accordingly, the shareholders decided to appoint the same independent auditors for its legally-required audit for 2012-2020 as the ultimate parent, Finmeccanica, had appointed through its relevant procedure, i.e., KPMG. This meant the company was able to draft, also for the future, a group-level work plan offering streamlined and optimised costs for the company and greater effi ciency in audit activities.

Finally, on 5 March 2012, the board of directors approved the parent’s 2012 remuneration policy, in compliance with the recommendations of article 7 of the 2006 Code of conduct (as amended in March 2010), on the basis of the proposal prepared by the appointments and remuneration committee dated 1 March 2012.

After discussion with the appointments and remuneration committee, the board of directors subsequently approved the remuneration report prepared by the parent pursuant to article 123-ter of the Consolidated fi nance act and article 84-quater of the Issuers regulation, in its meeting of 30 March 2012.

Finally, pursuant to article 123-ter.6 of the Consolidated fi nance act, in their meeting of 7 May 2012, the shareholders approved the fi rst part of the above-mentioned report required by article 123-ter.3 of the Consolidated fi nance act, which describes the company’s remuneration policy for its offi cers and key managers, and the procedure followed to implement and describe this policy.

Pursuant to article 70.8 of the Issuer regulation, we note that, in their meeting of 28 January 2013 and as permitted by articles 70.8 and 71.1-bis of the Issuer regulation, the parent’s board of directors resolved to opt-out of the requirement to prepare the required documents at the time of signifi cant transactions such as mergers, demergers, share capital increases via contributions in kind, acquisitions and sales.

The key corporate governance tools the parent has implemented in compliance with the most recent legislative and regulatory requirements, those required by the Code of conduct and national and international best practices, are as follows:

• By-laws; • Code of ethics;

• Organisational, management and control model pursuant to Legislative decree no. 231/01; • Shareholders’ meeting regulations;

• Board of directors’ regulations; • Risk and control committee regulations;

• Appointments and remuneration committee regulations;

• Related party transactions - Procedure adopted pursuant to article 4 of Consob regulation no. 17221 of 12 March 2010; • Procedure for the handling of privileged information;

• Internal dealing code of conduct.

For further details on the parent’s corporate governance, reference should be made to the “Corporate governance report”, comprising all disclosure required by article 123-bis of the Consolidated fi nance act, available on the company’s website www.ansaldo-sts.com. Genoa, 5 March 2013

On behalf of the Board of Directors The Chairman

Alessandro Pansa

Consolidated Financial Statements