NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Milano, 12 Agosto 2019 – facendo seguito al comunicato stampa diffuso in data 2 agosto 2019 in merito all’avvio del c.d. “Progetto Italia” (“Progetto Italia”), con cui Salini Impregilo S.p.A. (“Salini Impregilo” o la “Società”) ha comunicato, tra l’altro, la sottoscrizione di (i) un accordo di investimento con CDP Equity S.p.A.; (ii) un accordo di investimento con tre delle principali istituzioni finanziarie italiane; e (iii) un c.d. stand-by pre-underwriting agreement, ai sensi del quale alcuni istituti finanziari, in qualità di joint global coordinators, si sono impegnati – al verificarsi di talune condizioni – a sottoscrivere un contratto di garanzia (c.d. “underwriting agreement”) per la sottoscrizione delle azioni di nuova emissione eventualmente rimaste non allocate nel contesto dell’aumento di capitale al termine del Collocamento Istituzionale per un controvalore massimo pari a Euro 150 milioni, Salini Impregilo comunica che Citigroup Global Markets Limited e Merrill Lynch International sono gli istituti finanziari nominati quali joint global coordinators e joint bookrunners nell’ambito del Collocamento Istituzionale (i “Joint Global Coordinators”).

I termini utilizzati con lettera iniziale maiuscola nel presente comunicato, se non altrimenti definiti, hanno il significato ad essi attribuito nel comunicato diffuso dalla Società in data 2 agosto 2019.

IMPORTANT REGULATORY NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This communication and the information contained herein is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) or under analogous securities laws of Australia, Canada or Japan. The securities may not be offered or sold in the United States unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. There will be no public offer of securities in the United States.

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Member State of securities which are the subject of the offering mentioned in this announcement may only do so in circumstances in which no obligation arises for the Salini Impregilo S.p.A. (the “Company”) or any of the Joint Global Coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Joint Global Coordinators have authorized nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or any of the Joint Global Coordinators to publish or supplement a prospectus for such offer.

None of the Joint Global Coordinators or any of their affiliates or any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement or any other information relating to the Company, its subsidiaries or associated companies or Progetto Italia or for any loss arising from any use of this announcement or its contents or in connection therewith.

The Joint Global Coordinators are acting for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any transaction or arrangement referred to in this communication.

This document contains certain forward-looking statement, projections, objectives, estimates and forecasts reflecting management's current views with respect to certain future events. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may," "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company's future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Company participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The Company's ability to achieve its projected objectives or results is dependent on many factors which are outside management's control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions.

All forward-looking statements included herein are based on information available to the Company as of the date hereof. No undertaking or obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law, is accepted.