MICOPERI.COM

March 2015

MICOPERI SPA COMPANY PROFILE

MICOPERI.COM

DISCLAIMER AND DOCUMENT OBJECTIVES

Contatti Micoperi S.p.A. Via Trieste, 279 - 48122 Ravenna Tel. 0544-422252

Dott. Mario Mastrangeli – CFO mario.mastrangeli@micoperi.com Cell.:+39 340 5919950

This document (“Company Profile”) has been drafted in order to sustain the issue of obligations from Micoperi S.p.A. (hereinafter referred to as “Micoperi” and/or the “Company”) named “Micoperi S.p.A. 5,75% 2015 – 2020” and is reserved to Professional Investors with the aim of providing a description of the Company activity and its main economic-financial historical and perspective data.

The Company Profile has been drafted by the Company Management, that carried out its analysis on the basis of data and information provided by the Company or taken from public sources.

In compliance with Italian Legislative Decree 196/2003 (“Privacy law”) it is underlined that the use of information contained in this analysis brochure for purposes other than the above mentioned ones and their disclosure to people not involved in the indicated operation is forbidden, except for previous authorization by Micoperi S.p.A..

In conclusion, the receiver of this brochure, by receiving it, undertakes to the non disclosure of data and conclusions in it contained, and explicitly approves this restriction of use.

In case the receiver does not agree with the above mentioned confidentiality obligation, he is kindly asked to return this document to Micoperi S.p.A. as soon as possible.

MICOPERI.COM

TABLE OF CONTENTS Activities

I. Overview History

Ownership structure

Management

Group companies

Fleet

Performances and markets

II. Reference sector

III. Geographic areas of operation

IV. The Costa Concordia case

V. Economic-Financial Data

VI. Industrial Plan

Strategic lines

Investment plan

Financial forecasts

MICOPERI.COM

1. Overview

• Transport and installation of platforms and modules

• Laying of sealines, umbilicals and cables

• Inspection, repair and maintenance

• Decommissioning

• Construction of marine terminals, Port Harbours, Piers and Breakwaters

• Salvaging

MICOPERI, with its marine units and with its own special tools and equipment of primary importance, is an EPCI Contractor leader in the Offshore Oil and Gas Industry mainly involved in the following activities:

MICOPERI.COM

1. Overview

• It was founded in the postwar period in order to free the territorial waters from war wrecks and make them usable again for the country recovery

• Between 1960 and 1980 it becomes leader in the offshore Oil&Gas Sector in the Mediterranean Area.

1.1 History

• In 1996 it is acquired by Silvio Bartolotti, owner of the Protan Group, involved in maintenance of oil and gas platforms in the Adriatic Sea, who improves the company from a stagnation period and recovers it as leader in naval operations in the offshore Oil&Gas Sector

• In 2012 it is engaged in the Costa Concordia wreck removal project in cooperation with the American company Titan, successfully concluded in July 2014.

MICOPERI.COM

1.2 Ownership structure

Silvio Bartolotti

Micoperi SpA

Savini & C srl

Micoperi De Mexico S.A.

Dragados Micoperi Offshore

Titan- Micoperi srl società consortile

Micoperi Energia srl

8%

50%

70%

50%

86%

25%

Micoperi Blue Growth srl

80%

Nappo Luisa Altri 81% 4% 7%

Protan srl

Start up operating in innovative sectors

1. Overview

The company share capital is held, directly or indirectly, by the Bartolotti family, except for 4 four shares corresponding to 1% each held by external shareholders.

The organizational structure is based on a strong technical-operational and commercial district supported by very smooth staff functions.

The majority shareholder is directly involved in ordinary and extraordinary management, assisted by his two sons, being actively committed to the company running, and by a team of managers.

MICOPERI.COM

1.3 Management

1. Overview

Silvio Bartolotti – Chief Executive Officer and main shareholder

Claudio Bartolotti – Vice president, previously held the position of Commercial Manager and now is in charge of Business Development and Operations.

Fabio Bartolotti – Vice president, previously held the position of Procurement Manager and now is General Director of the permanent establishment in Mexico.

Sergio Ruffilli – HR Manager. In Micoperi since 1996, he has a degree in Law, has operational experience in the drilling sector and held the position of HR manager in AGIP/ENI.

Mario Mastrangeli – CFO. In Micoperi since 2014, he has a degree in Economics and a Master in Business Administration, has a wide working experience as Administrative and Financial Director of Italian and foreign companies.

Matteo Babini – Commercial Manager. In Micoperi since 2012, he has a degree in Mechanical Engineering, Energy sector. From 2003 to 2011 he worked as Sales and Marketing Manager in Rosetti Marino SpA. He has remarkable experience in the Oil&Gas sector.

Veronica Fiorini – Administrative Director. In Micoperi since March 2014, she has a degree in Economics, Management and Professions. She has a wide experience as statutory auditor.

The Company has totally 800 employees in Italy and another 500 employees located abroad.

MICOPERI.COM

1. Overview

Core Business S

tart

Up

Created in 2012 with legal office in Genoa in order to manage the Costa Concordia wreck removal operations. It is jointly held with the US company Titan.

1.4 The other Group Companies

Consortium founded in 2013 with legal office in Mexico in order to carry out offshore projects in cooperation with the Dragados group.

It is located in Mexico City, provides technical and administrative support services to the fixed establishment in Mexico.

Historical holding located in Ravenna, held for 75% by Protan S.r.l. It is involved in the field of industrial construction, installation and maintenance in the offshore and onshore sector, as well as in assisting drilling operations.

Founded on 09/04/2013, located in Ortona, it is involved in the design of an innovative plant for the production of wind energy.

Founded in 2014, located in Ravenna, it is involved in the research of new molecules deriving from the cultivation of certain marine algae.

MICOPERI.COM

MICOPERI.COM

REMAS MAMTA

MICOPERI 12

MICOPERI 30 SEMINOLE

MASTER BUCCANEER PINETO

SNIPE MICOPERI 61

MICOURIER 3

SAROM 8

MICOURIER 1 PUNTA PENNA

SPIRIT

OCEAN STAR MICOPERI PRIDE

SOLARIS ADMIRAL

MICOURIER 2 MICOURIER 4

CRAWLER

1. Overview 1.5 Fleet It is the main company asset, together with the personnel technical skills and know-how.

It is composed by 18 vessels, 4 of which in leasing. The fleet market value is more than Euro 280 millions.

MICOPERI.COM

2. Reference sector

MICOPERI.COM

2. Overview

The Oil&Gas Industry is divided into three segments: • Upstream (exploration, development and production) • Midstream (transportation) • Downstream (refinement and selling) They are further divided between Onshore (inland) and Offshore (at sea). Micoperi is specialized in the Upstream Offshore sector.

In the last years this market had a strong development thanks to the high oil price that, allowing a quick ROI, encouraged oil companies to look for new sources of supplies.

Despite the recent decrease in oil price, the areas in which Micoperi concentrated its activity continue to have a period of development supported by significant investments mainly in offshore activities; in fact, the reduced industrial cost of oil extracted in these areas allows their economical exploitation, even with the current oil prices. Furthermore, it is worth mentioning that certain countries where Micoperi usually operates (i.e. Egypt and Ghana), will develop many infrastructures to meet the growing gas and electricity internal demand. Therefore, these developments are not linked to the oil price trend.

MICOPERI.COM

3. Geographic areas of operation

Areas in which Micoperi currently operates

Areas of possible development

MICOPERI.COM

4. The Costa Concordia case

In 2012 Costa Crociere awarded to the Corsortium Titan-Micoperi the design and realization of the “parbuckling” project, the rotation and refloating of the Costa Concordia vessel wrecked offshore the Giglio Island on January, 13 2012. Micoperi proposed the only project in the world that not involved demolition in situ, but a visionary project that could maintain the vessel integrity and the subsequent transfer to Genoa for demolition. A team of engineers, carpenters, divers and seafarers has taken part for almost two years in this incredible project that came from the Italian engineering talent and terminated an operation never done before, that improved the honour of the Italian Marine Industry. More than 75,000 hours of diving; 30,000 tons of steel were used to build the structures necessary for rotation and floating; 22 vessels were employed, among them the Micoperi 30.

In November 2014 Micoperi also awarded the contract for removal of fixed structures used for salvage and the seabed cleaning up. In 2015/2016 a hundred professionals will be used for the execution of this contract called «Site Remediation Project»

MICOPERI.COM

5. Customer Portfolio

MICOPERI.COM

6. Economic-Financial Data

MICOPERI.COM

• 2014 turnover decreasing due to

the effect of less impact of revenues relating to Consortium Titan-Micoperi which was involved in the Costa Concordia wreck removal

• Turnover from core business activities strongly increasing in the three-year term (cagr 25%)

• EBITDA (IAS 17 adjusted)

increasing both in absolute value and in relation to turnover

340,6

28,1 47,9 54,0

0

20

40

60

2012consuntivo

2013consuntivo

2014stima

EBITDA (Eur/mln)

EBITDA

172,5 260,7 269,6 85,6

185 71

0100200300400500

2012consuntivo

2013consuntivo

2014stima

TURNOVER (Eur/mln)

Ricavi Consorzio

Ricavi Core

445,7

258,1

10,9%

10,7% 15,9%

340,6

6. Economic-Financial Data (……………… IAS 17)

MICOPERI.COM

123,4

140,9 126,9

110120130140150

2012consuntivo

2013consuntivo

2014stima

NFP (Eur/mln) 2012consuntivo

2013consuntivo

2014stima

4,4 2,9 2,4

3,9 2,9

2,0

- 2,0 4,0 6,0 8,0

10,0

2012consuntivo

2013consuntivo

2014stima

PFN/PN

PFN/EBITDA

• Financial debts (including leasing debts) have been decreasing in relation to EBITDA and equity and are fully sustainable and in line with the leverage of other companies in the sector.

6. Economic-Financial Data (………………… IAS 17)

MICOPERI.COM

7. Property data

• In the last three-year the company improved its capitalization thanks to the growing capacity of generating profits, totally reinvested in the company business.

• The main asset of the Company is represented by its fleet with a market value of more than 280 mln Euro calculated on the basis of assessment and recent transactions.

• The net book value of its owned fleet, that is very quick depreciated according to company policies, is equal to about 58 mln Euro with a market value of 138 mln Euro. • The market value of vessels owned in leasing is equal to almost 144 mln Euro compared to a residual debt of about 48 mln Euro, • The company has therefore reserves of values not emerging from its books of approximately 160 mln Euro.

32,0 49,0

64,0

0,020,040,060,080,0

2012consuntivo

2013consuntivo

2014stima

EQUITY (Eur/mln)

MICOPERI.COM

8. Industrial Plan

Fon t e: I EA febbr ai o 2015

MICOPERI.COM

8. Industrial Plan

• Micoperi intends to exploit commercial opportunities coming from the development of the competence oil fields in order to consolidate and increase the growing trend of its turnover

• It has a portfolio of finalized projects or in phase of advanced negotiation for 2015 and 2016 of about Euro 800 millions concentrated in the oil fields of major development

8.1 Strategic lines

Mexico 62%

Africa 20%

Mediterranean sea

18%

Geographic distribution of projects in 2015

Mexico 48%

Africa 39%

Mediterranean sea 13%

Geographic distribution of projects in 2016

MICOPERI.COM

8. Industrial Plan

• In order to sustain growth the following investments have been planned:

• In 2015 an investment of 30 mln Euro for the restoration of a vessel to be employed in activities in West Africa

• Again in 2015 the purchasing for about 70 mln Euro of a new powerful vessel capable to work in oceanic areas supported via satellite with contained management costs

• In 2016 an investment of about 30 mln Euro for revamping of a vessel in leasing

8.2 Investment Plan

MICOPERI.COM

8.3 Financial Forecast

8. Industrial Plan

2014 (€ ml)(stima)

2018 (€ ml)

Range di valori attesi (€ ml)

Valore della produzione

346,8

EBITDA 40,3

EBITDAMargin

11,6%

EBITDA IAS 54,0

EBITDA IAS Margin

15,6%

Utile 15,6

PN 63,9

PFN IAS 17 126,8

Valore della produzione

405-445

EBITDA 62-75

EBITDAMargin

15%-17%

EBITDA IAS 69-85

EBITDA IAS Margin

17%-19%

Utile 29-32

PN 170-190

PFN IAS 17 (20)-(22)

MICOPERI.COM