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See page 6 for full disclosures and analyst certification

Maire Tecnimont Good 1H08, Waiting for Prospects to Materialise

Maire Tecnimont - Key estimates and data Y/E December 2007A 2008E 2009E 2010ERevenues EUR M 1,981.2 2,408.7 2,716.0 2,887.1 EBITDA EUR M 142.4 174.2 207.8 230.4 EBIT EUR M 127.1 158.2 196.8 219.4 Net income EUR M 73.3 98.8 123.6 138.9Dividend ord. EUR 0.07 0.09 0.12 0.13 Adj. EPS EUR 0.23 0.31 0.38 0.43 EV/EBITDA x 5.2 3.3 2.8 2.0Adj. P/E x 16.2 12.0 9.6 8.6 A: actual; E: estimates; Source: Company data and Intesa Sanpaolo Research

Banca IMI is Sponsor to Maire Tecnimont

2Q/1H08 results. Good results slightly above our expectations: 2Q08 EBITDA slightly decreased yoy, mainly for the weaker performance of the O&G division, which more than offset the solid Chem&Petrochemicals results; consolidated 1H08 EBITDA margin was around 7.2% vs. 7.9% in 1H07; 2Q08 and 1H08 net income increased, thanks to lower net financial charges and a lower tax rate. The results growth was mainly driven by the Petrochemicals sector performance, which reported a 1H08 EBITDA margin of around 11% (9% in 1H07) and a 14.7% EBITDA margin in 2Q08 vs. 10.7% in 2Q07. C&P results were mainly supported by the contribution of the Borouge 2 project, which is currently 26% complete. Oil & Gas is the laggard business division reporting 1H08 revenues of EUR 32M (-56%) for a negative 1H08 EBITDA of EUR 16M vs. EUR -2M in 1H07; the negative EBITDA performance was mainly due to additional costs on the Fos Caveau LNG project fully expensed in 1H08 to cover completion of the project. Backlog was around EUR 4.2Bn, decreasing yoy (vs. EUR 5.2Bn in 1H07) and lower than that of 1Q08 (EUR 4.5Bn).

Outlook. Guidance on FY08E expected results and margins has been confirmed. The bad news is on backlog, but the Company is expecting an upturn by the end of the year at least to replace 2008 revenues: in fact, some good contracts should arise in the next few months from: i) a change of orders for a total EUR 1.6Bn, and ii) a total of EUR 5.6Bn projects under tendering or already tendered, based on which, the Company confirmed that it should at least replace the FY08E revenues.

Estimates and valuation. We did not make changes to our estimates. We changed our target following the periodical changes we make to the WACC components (risk premium from 4.5% to 5.5% and risk free rate from 4.5% to 4.75%) and of sector multiples. Our target goes from EUR 4.9 to EUR 4.3/share, calculated on the basis of the average of the sector P/E09E and EV/EBIT exit multiple. ADD confirmed.

Key risks. In our view, the main risks weighing on the share are: i) the macroeconomic scenario: slower GDP growth could delay new investments in the industry somewhat; ii) the margin pressure, due to cost inflation; iii) further USD weakness; and iv) backlog concentration could put a high portion of revenues at risk.

7 August 2008

ADD Target Price: EUR 4.3

Oil & Gas Results Note

Intesa Sanpaolo Research Department

Roberto Ranieri Research Analyst +39 02 7261 5011

Price performance, -1Y 7/8/08

A S O N D J F M A M J J

1.50

2.00

2.50

3.00

3.50

4.00

4.50

5.00

MAIRE TECNIMONT

MILAN MIBTEL - PRICE INDEX

Source: Thomson Reuters

Data priced on 06.08.2008 Target price (€) 4.3Target upside (%) 18Market price (€) 3.752-week range (€) 4.6/2.8Market cap (€ M) 1,190.3No. of shares (M) 322.5Free float (%) 32.6Major shareholder (%)

D’Amato 63.1

Reuters MTCM.MIBloomberg MT IMMibtel 22167

Performance % Absolute Rel. to Mibtel -1M -9.6 -1M -10.1-3M -4.7 -3M 10.2

-12M N/A -12M N/ASource: Intesa Sanpaolo Research estimates and Thomson Reuters

Equity Company Note

Energy & Utilities Team Fabio M. Picardi Roberto Ranieri

Key results EUR M 1Q08A 2Q07A 2Q08A % chg 08/07 1H07A 1H08A % chg 08/07Sales 506 523 641 22.6 820 1,147 40.0EBITDA 33 53 50 -6.1 65 83 28.1 % of Sales 6.5 10.1 7.7 7.9 7.2EBIT 30 46 41 -10.7 56 71 27.6Net Income 14 22 32 48.4 25 47 84.6Adj Net Income 14 21 30 43.2 24 44 80.9Net Financial Position 366 366 A: actual; E: estimates; Source: Company data and Intesa Sanpaolo Research

Equity Company Note 7 August 2008

2 Intesa Sanpaolo Research Department

Maire Tecnimont - Key figures Ordinary RatingSector Oil&Gas Mkt price EUR/Share 3.69 ADD REUTERS CODE MTCM.MI Target price EUR/Share 4.3 Values per share (EUR) 2006A 2007A 2008E 2009E 2010ENo. ordinary shares (M) 300.0 322.5 322.5 322.5 322.5No. NC saving/preferred shares (M) 0.0 0.0 0.0 0.0 0.0Total no. of shares (M) 300.0 322.5 322.5 322.5 322.5Adj. EPS 0.1 0.2 0.3 0.4 0.4CFPS 0.2 0.3 0.4 0.4 0.5BVPS 0.4 0.8 1.0 1.3 1.6 Dividend Ord 0.0 0.1 0.1 0.1 0.1 Dividend SAV Nc 0.0 0.0 0.0 0.0 0.0Income statement (EUR M) 2006A 2007A 2008E 2009E 2010ESales 1059.8 1981.2 2408.7 2716.0 2887.1EBITDA 94.1 142.4 174.2 207.8 230.4EBIT 71.9 127.1 158.2 196.8 219.4Pre-tax income 61.1 122.2 162.9 201.4 225.2Net income 30.0 73.3 98.8 123.6 138.9Adj. net income 30.2 73.3 98.8 123.6 138.9Cash flow (EUR M) 2006A 2007A 2008E 2009E 2010ENet income before minorities 30.5 73.3 99.3 124.0 139.4Depreciation and provisions 22.2 15.3 16.0 11.0 11.0Change in working capital 176.9 162.7 86.5 -96.0 18.6Operating cash flow 229.6 251.3 201.8 39.0 168.9Capital expenditure 0.0 0.0 -2.0 -2.0 -2.0Other (uses of Funds) -36.1 -71.4 -8.0 -7.0 -7.0Free cash flow 193.4 179.9 191.8 30.0 159.9Dividends and equity changes 0.0 97.8 -22.6 -30.4 -38.0Net cash flow 193.4 277.7 169.2 -0.4 121.9Balance sheet (EUR M) 2006A 2007A 2008E 2009E 2010ENet capital employed -24.4 -153.1 -245.6 -151.6 -172.2of which associates 26.0 26.0 26.0 26.0 26.0Net debt/-cash -140.3 -418.0 -587.2 -586.8 -708.7Minorities 8.8 8.8 9.3 9.7 10.2Net equity 107.1 256.1 332.3 425.5 526.3Market cap 1107.3 1190.3 1190.3 1190.3 1190.3Minorities value 0.0 0.0 0.0 0.0 0.0Enterprise value (*) 941.0 746.3 577.2 577.6 455.7Stock market ratios (x) 2006A 2007A 2008E 2009E 2010EAdj. P/E 36.7 16.2 12.0 9.6 8.6P/CEPS 21.2 13.4 10.4 8.8 7.9P/BVPS 10.3 4.6 3.6 2.8 2.3Dividend yield (% ord) 0 1.8 2.4 3.0 3.4EV/sales 0.9 0.4 0.2 0.2 0.2EV/EBITDA 10.0 5.2 3.3 2.8 2.0EV/EBIT 13.1 5.9 3.6 2.9 2.1EV/CE -38.6 -4.9 -2.3 -3.8 -2.6D/EBITDA -1.5 -2.9 -3.4 -2.8 -3.1D/EBIT -2.0 -3.3 -3.7 -3.0 -3.2Profitability & financial ratios (%) 2006A 2007A 2008E 2009E 2010EEBITDA margin 8.9 7.2 7.2 7.7 8.0EBIT margin 6.8 6.4 6.6 7.2 7.6Tax rate 50.0 40.0 39.1 38.4 38.1Net income margin 2.8 3.7 4.1 4.5 4.8ROE 28.1 28.6 29.7 29.0 26.4Debt/equity ratio -1.2 -1.6 -1.7 -1.3 -1.3Growth (%) 2007A 2008E 2009E 2010ESales 86.9 21.6 12.8 6.3EBITDA 51.4 22.3 19.3 10.9EBIT 76.9 24.4 24.4 11.5Pre-tax income 100.1 33.3 23.6 11.8Net income 144.1 34.8 25.1 12.4Adj. net income 143.0 34.8 25.1 12.4 (*) EV = Mkt cap+ Net Debt + Minorities Value - Associates A: actual; E: estimates; Source: Company data and Intesa Sanpaolo Equity Research


Intesa Sanpaolo Research Department 3

Notes



Notes



Notes



Disclaimer Analyst certification

The financial analyst who prepared this report, and whose name and role appear on the first page, certifies that:

(1) The views expressed on companies mentioned herein accurately reflect independent, fair and balanced personal views; (2) No direct or indirect compensation has been or will be received in exchange for any views expressed.

Specific disclosures

1. Neither the analyst nor any member of the analyst’s household has a financial interest in the securities of the Company.

2. Neither the analyst nor any member of the analyst’s household serves as an officer, director or advisory board member of the Company.

3. The analyst named in the document is a member of AIAF.

4. The analyst named in this document is not registered with or qualified by FINRA, the U.S. regulatory body with oversight over Banca IMI Securities Corp. Accordingly, the analyst may not be subject to NASD Rule 2711 and NYSE Rule 472 with respect to communicates with a subject company, public appearances and trading securities in a personal account. For additional information, please contact the Compliance Department of Banca IMI Securities Corp at 212-326-1133.

5. The analyst of this report does not receive bonuses, salaries, or any other form of compensation that is based upon specific investment banking transactions.

6. The research department supervisors do not have a financial interest in the securities of the Company.

7. This document has been disclosed to the issuer and amended following this disclosure prior to its dissemination.

This research has been prepared by Intesa Sanpaolo S.p.A. and distributed by Banca IMI S.p.A. Milan, Banca IMI S.p.A-London Branch (a member of the London Stock Exchange) and Banca IMI Securities Corp (a member of the NYSE and NASD). Intesa Sanpaolo S.p.A. accepts full responsibility for the contents of this report and also reserves the right to issue this document to its own clients. Banca IMI S.p.A. and Intesa Sanpaolo S.p.A., which are both part of the Intesa Sanpaolo Group, are both authorised by the Banca d'Italia and are both regulated by the Financial Services Authority in the conduct of designated investment business in the UK and by the SEC for the conduct of US business.

Opinions and estimates in this research are as at the date of this material and are subject to change without notice to the recipient. Information and opinions have been obtained from sources believed to be reliable, but no representation or warranty is made as to their accuracy or correctness. Past performance is not a guarantee of future results. The investments and strategies discussed in this research may not be suitable for all investors. If you are in any doubt you should consult your investment advisor.

This report has been prepared solely for information purposes and is not intended as an offer or solicitation with respect to the purchase or sale of any financial products. It should not be regarded as a substitute for the exercise of the recipient’s own judgment. No Intesa Sanpaolo S.p.A. or Banca IMI S.p.A. entities accept any liability whatsoever for any direct, consequential or indirect loss arising from any use of material contained in this report. This document may only be reproduced or published together with the name of Intesa Sanpaolo S.p.A. and Banca IMI S.p.A.

Intesa Sanpaolo S.p.A. and Banca IMI S.p.A. have in place a Joint Conflicts Management Policy for managing effectively the conflicts of interest which might affect the impartiality of all investment research which is held out, or where it is reasonable for the user to rely on the research, as being an impartial assessment of the value or prospects of its subject matter. A copy of this Policy is available to the recipient of this research upon making a written request to the Compliance Officer, Intesa Sanpaolo S.p.A., 90 Queen Street, London EC4N 1SA. Intesa Sanpaolo S.p.A. has formalised a set of principles and procedures for dealing with conflicts of interest (“Research Policy”). The Research Policy is clearly explained in the relevant section of Intesa Sanpaolo’s website (www.intesasanpaolo.com).

Member companies of the Intesa Sanpaolo Group, or their directors and/or representatives and/or employees and/or members of their households, may have a long or short position in any securities mentioned at any time, and may make a purchase and/or sale, or offer to make a purchase and/or sale, of any of the securities from time to time in the open market or otherwise.

Intesa Sanpaolo S.p.A. issues and circulates research to Qualified Institutional Investors in the USA only through Banca IMI Securities Corp., 1 William Street, New York, NY 10004, USA, Tel: (1) 212 326 1230.

Residents in Italy: This document is intended for distribution only to professional investors as defined in art.31, Consob Regulation no. 11522 of 1.07.1998 either as a printed document and/or in electronic form.

Person and residents in the UK: This document is not for distribution in the United Kingdom to persons who would be defined as private customers under rules of the FSA.

US persons: This document is intended for distribution in the United States only to Qualified Institutional Investors as defined in Rule 144a of the Securities Act of 1933. US Customers wishing to effect a transaction should do so only by contacting a representative at Banca IMI Securities Corp. in the US (see contact details above).

Valuation methodology

The Intesa Sanpaolo S.p.A. Equity Research Department values the companies for which it assigns recommendations as follows:

We obtain a fair value using a number of valuation methodologies including: discounted cash flow method (DCF), dividend discount model (DDM), embedded value methodology, return on allocated capital, break-up value, asset-based valuation method, sum-of-the-parts, and multiples-based models (for example PE, P/BV, PCF, EV/Sales, EV/EBITDA, EV/EBIT, etc.). The financial analysts use the above valuation methods alternatively and/or jointly at their discretion. The assigned target price may differ from the fair value, as it also takes into account overall market/sector conditions, corporate/market events, and corporate specifics (ie, holding discounts) reasonably considered to be possible drivers of the company’s share price performance. These factors may also be assessed using the methodology indicated above.



Equity rating key

In its recommendations, Intesa Sanpaolo S.p.A. uses an “absolute” rating system, which is not related to market performance and whose key is reported below:

BUY: if the target price is 20% higher than the market price.

ADD: if the target price is 10%-20% higher than the market price.

HOLD: if the target price is 10% below or 10% above the market price.

REDUCE: if the target price is 10%-20% lower than the market price.

SELL: if the target price is 20% lower than the market price.

Target price: the market price that the analyst believes the share may reach within a one-year time horizon.

Market price: closing price on the day before the issue date of the report, as indicated on the first page, except where otherwise indicated, as shown on the first page.

RATING SUSPENDED: the rating and target price have been suspended temporarily to comply with applicable regulations and/or firm policies in certain circumstances, including when Intesa Sanpaolo Group is acting in an advisory capacity in a merger or strategic transaction involving the company.

NO RATING: the company is or may be covered by the Research Department but no rating or target price is assigned.

Coverage policy and frequency of research reports

The list of companies covered by the Research Department is available upon request. Intesa Sanpaolo S.p.A. aims to provide continuous coverage of the companies on the list in conjunction with the timing of periodical accounting reports and any exceptional event that affects the issuer’s operations. The companies for which Banca IMI acts as sponsor or specialist are covered in compliance with regulations issued by regulatory bodies with jurisdiction. In the case of a short note, we advise investors to refer to the most recent company report published by Intesa Sanpaolo S.p.A’s Research Department for a full analysis of valuation methodology, earnings assumptions, risks and the historical of recommendation and target price. Research is available on Banca IMI’s website (www.bancaimi.com or www.intesasanpaolo.com) or by contacting your sales representative.

Historical recommendations and market price trend (-1Y) Historical recommendations and target price trend (-1Y)

3

3.5

4

4.5

5

Aug-07 Dec-07 Apr-08 Aug-08

I:MT(P) Target Price

Date Rating TP Mkt Price16-Jan-08 ADD 3.92 3.3114-Mar-08 BUY 4.30 3.457-May-08 ADD 4.30 3.8815-May-08 ADD 4.62 4.0513-Jun-08 ADD 4.90 4.40

Specific disclosures

Banca IMI discloses interests and conflicts of interest, as defined by: Articles 69-quater and 69-quinquies, of Consob Resolution No.11971 of 14.05.1999, as subsequently amended and supplemented; the NYSE’s Rule 472 and the NASD’s Rule 2711; the FSA Policy Statement 04/06 “Conflicts of Interest in Investment Research – March 2004 and the Policy Statement 05/03 “Implementation of Market Abuse Directive”, March 2005. The Intesa Sanpaolo Group maintains procedures and organisational mechanisms (Information barriers) to professionally manage conflicts of interest in relation to investment research. We provide the following information on Intesa Sanpaolo Group’s conflicts of interest:

1 The Intesa Sanpaolo Group has a conflict of interest inasmuch as it plans to solicit investment banking business or intends to seek compensation from the Company in the next three months.

2 The Intesa Sanpaolo Group has made significant financing to Maire Tecnimont and its parent and group companies.

3 Banca IMI was Joint Global Coordinator, Lead Manager and Sponsor for Maire Tecnimont in the IPO on November 2007.

Intesa Sanpaolo Research Rating Distribution (at 1 May 2008) Number of companies covered: 105 BUY ADD HOLD REDUCE SELLTotal Equity Research Coverage (%) 36 29 29 4 2of which Intesa Sanpaolo’s Clients* (%) 28 33 33 25 100 (*) Companies on behalf of whom Intesa Sanpaolo and the other companies of the Intesa Sanpaolo Group have provided corporate and Investment banking services in the last 12 months; percentage of clients in each rating category



Intesa Sanpaolo Research Department – Head of Research Gregorio De Felice Head of Equity & Credit Research Giampaolo Trasi +39 02 7261 2297 [email protected] Equity Research Monica Bosio +39 02 7261 2725 [email protected] Bacoccoli +39 02 7261 5026 [email protected] Caprini +39 02 8796 2087 [email protected] Ciaramella +39 02 7261 5688 [email protected] Francese +39 02 7261 2707 [email protected] Meroni +39 02 7261 5937 [email protected] Luca Pacini +39 02 7261 2971 [email protected] Permutti +39 02 7261 5772 [email protected] M. Picardi +39 02 7261 2972 [email protected] Ranieri +39 02 7261 5011 [email protected] Re +39 02 7261 2387 [email protected] MAC & Corporate Broking Research Maria Paola Toschi +39 02 7261 2293 [email protected] Maggio +39 02 7261 2294 [email protected] Polini +39 02 7261 2292 [email protected] Research Production Anna Whatley +39 02 7261 2763 [email protected] Bovina +39 02 7261 5437 [email protected] Marshall +39 02 7261 2278 [email protected] Ricci +39 02 7261 2279 [email protected] Banca IMI

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