Maire Tecnimont - 815600D85A61200A1B83

The Board of Directors was appointed by the Shareholders’ Meeting of April 29, 2019 and will remain in office until the approval of the 2021 Annual Accounts

(*) Member of the Remuneration Committee

(**) Member of the Control and Risks Committee

(***) Member of the Related Parties Committee

Board of Statutory Auditors

Chairperson

Francesco FALLACARA

Statutory Auditor

Giorgio LOLI

Statutory Auditor

Antonia DI BELLA

Alternate Auditor

Massimiliano LEONI

Alternate Auditor

Alessandra CONTE

Alternate Auditor

Andrea LORENZATTI

The Board of Statutory Auditors was appointed by the Shareholders’ Meeting of April 29, 2019 and will remain in office until approval of the 2021 Annual Accounts

Independent Audit Firm

PricewaterhouseCoopers S.p.A.

The company’s Shareholders’ Meeting of December 15, 2015 awarded the audit of accounts for the years 2016-2024 to the independent audit firm PricewaterhouseCoopers S.p.A..

Directors’ Report

9

2.Key Events in the year

The Group’s key operating events in 2021 were as follows:

NEW ORDERS AND COMMERCIAL AGREEMENTS

The significant increase in demand for the various commodities supports, across all Group operating regions, a greater propensity for investments than in the recent past, and this borne out by the major projects acquired and a commercial pipeline at never-before-seen levels.

The advanced technology portfolio accompanied by a flexible organizational model, the digitization of processes and advanced collaboration with partners and clients have finally made it possible to acquire new contracts for approx. Euro 6.4 billion, a record high for the Group, for licensing, engineering services and EP (Engineering and Procurement) and EPC (Engineering, Procurement and Construction) activities.

The major contract awards to the Hydrocarbons BU in 2021 were:

SOCAR (AZERBAIJAN) - two Engineering, Procurement and Construction (EPC) contracts with Heydar Aliyev Oil Refinery, a subsidiary of SOCAR, as part of the work to modernize and rebuild the Heydar Aliyev refinery in Baku. SOCAR is the oil authority of the Republic of Azerbaijan. The total value of the contracts value is approx. USD 160 million.

REFINERY PORT HARCOURT (NIGERIA) - contract from the Nigerian Federal Executive Council for the execution of refurbishment works on the Port Harcourt Refinery Company Limited refining complex, located at Port Harcourt, in Rivers State, Nigeria. Port Harcourt Refinery Company Limited is a subsidiary of the Nigerian National Petroleum Company (NNPC), the national oil company. The total contract value is approx. USD 1.5 billion.

AGIC (SAUDI ARABIA) - awarded by Advanced Global Investment Company (AGIC), a PDH-PP Complex Integrated project for the construction of two propylene units on an Engineering Procurement and Construction Lump Sum Turn-Key basis. The total contract value is approx. USD 500 million.

PX IOCL (INDIA) - a Lump Sum EPCC (Engineering, Procurement, Construction and Commissioning) contract from Indian Oil Corporation Limited (IOCL) for the construction of a paraxylene (PX) plant and the relative infrastructure. The plant shall be located in Paradip, in the State of Odisha, in Eastern India. The total contract value is approx. USD 450 million.

BARAUNI IOCL (INDIA) - Lump Sum EPCC contract from Indian Oil Corporation Limited (IOCL) for the construction of a new polypropylene plant and the related product logistics section. The plant shall be located in Barauni, in the state of Bihar, in north-eastern India. The total contract value is approx. USD 170 million.

REPSOL (PORTUGAL) - contract for the construction of a polypropylene unit and a linear polyethylene unit on an EPC Lump Sum Turn-Key basis, as part of the expansion program of Repsol's industrial complex located in Sines, Portugal. The contract value is approx. Euro 430 million.

LOTOS Oil (POLAND) - EPC Lump Sum-Turn Key contract from LOTOS Oil for the expansion of the Gdansk Refinery in order to improve crude oil processing capacity and for higher quality and more energy-efficient fuels. The contract, worth slightly in excess of Euro 200 million, covers the execution of a hydrocracking plant (Hydrocracked Base Oil plant) and the associated units.

KOS (RUSSIA) - EP contract from Kazanorgsintez PJSC (KOS) for the execution of a low-density polyethylene (LDPE)/ethylene vinyl acetate (EVA) plant, within the KOS complex, in Kazan, Tatarstan (Russian Federation). The total EP contract value is approx. Euro 130 million. The contract is on a Lump Sum basis for engineering and procurement services, while the equipment and materials supply is on a reimbursable basis.

BOROUGE 4 (Abu Dhabi, United Arab Emirates) - three EPC contracts with Abu Dhabi Polymers Company (Borouge - joint venture between Abu Dhabi National Oil Company (ADNOC) and Borealis) relating to the fourth expansion phase (Borouge 4) of the Ruwais polyolefin complex, located 240 km west of Abu Dhabi. The total value of the three EPC Lump Sum Turn-Key contracts is approx. USD 3.5 billion.

Directors’ Report

10

Awarded by some of the most prestigious international clients, these contracts are described in greater detail in the section “Backlog - Main projects awarded”.

The drive to reduce the carbon footprint is supporting the Group’s green activities in particular. New projects for the Green Energy BU mainly concerned new contracts acquired by the subsidiary NextChem, the Maire Tecnimont subsidiary operating in green energy and technologies to support the energy transition and the formalization of change orders and project variants as part of maintenance services for energy efficiency.

The following main co-operation and development agreements were announced during 2021 in this area:

Agreement between the Maire Tecnimont Group and Essential Energy USA Corp for a new Bio-Refinery

in South America

On February 15, 2021 Maire Tecnimont S.p.A., through its subsidiary NextChem, and Essential Energy USA Corp. concluded a Front-End Engineering Design contract with a concurrent Memorandum of Understanding to build a new biorefinery in South America for renewable diesel production. Essential Energy USA Corp. is one of South America’s main biofuel producers.

In the light of the client’s final investment decision, the biorefinery will be scaled to produce 200,000 tons per annum of high quality renewable diesel from second-generation (non-food competitive) biological feedstocks. NextChem will be the exclusive EPC contractor. The project is expected to be operational in 2023.

The biorefinery will convert discarded vegetable and animal oils into HVO (hydrogenated vegetable oils), also known on the market as renewable diesel. This is a product that is chemically identical to diesel from fossil sources but with the advantage of improved chemical and physical performances. Renewable diesel is used worldwide as a biofuel in diesel vehicles that do not require any modification of their engines for its use. In addition, renewable diesel enables a reduction of carbon intensity, i.e. CO2 emissions of greenhouse gas emissions of over 80% compared to petroleum diesel. The Maire Tecnimont Group has solid experience as an EPC contractor in energy services, including in South America. In addition, NextChem is active in various projects for the energy transition, with a focus on implementing solutions for reducing the carbon footprint by developing new technologies for the production of green fuels, biochemicals and circular chemical products from waste.

Agreement between Nextchem and Agilyx for the global development of chemical recycling via

pyrolysis

On March 15, 2021 ─ Maire Tecnimont S.p.A. announced that its subsidiary NextChem, and Agilyx Corporation, a wholly-owned subsidiary of Agilyx AS (Euronext Growth (Oslo): "AGLX"), a pioneer in advanced post-consumption plastics recycling, had entered into an agreement to support the development of advanced chemical recycling facilities globally. This agreement combines Agilyx’ s pyrolysis technology with NextChem’s expertise in licensing, implementation and EPC services for plastics recycling solutions.

Under the agreement, NextChem will act as a technology and EPC partner for Agilyx. The partnership is designed to accelerate the implementation of chemical recycling facilities globally. These facilities will utilize Agilyx advanced pyrolysis technology in the conversion of mixed waste plastic into circular olefins and circular fuels. With long-standing expertise in the advanced recycling of plastics, Agilyx’s proprietary chemical recycling process can turn post-consumption plastics back into their original chemical components for continued use, increasing the recovery of plastics that cannot be recycled with traditional recycling processes.

The scope of the partnership, in its first phase, is to develop a series of chemical recycling projects for third parties. The initial focus will be on two already identified projects, one in Europe and one in South America. Furthermore, the agreement would represent an opportunity for co-investments in specific projects in order to accelerate the overall commercial pipeline.

Directors’ Report

11

Maire Tecnimont Group and Adani Enterprises Ltd join up to develop green hydrogen projects in India

On March 22, 2021 ─ Maire Tecnimont S.p.A. announced that, through its subsidiaries NextChem, Stamicarbon and MET Development (MET DEV), it had signed a Memorandum of Understanding with ADANI ENTERPRISES Ltd (AEL) for the development of industrial projects that will integrate NextChem's and Stamicarbon's technologies, in addition to MET DEV's project development skills and expertise to industrialize green chemicals and the circular economy in India. The projects will be focused on producing chemicals, ammonia and hydrogen from renewable feedstock.

AEL is an Indian company listed on the National Stock Exchange of India and is part of the Adani Group, India's largest energy and infrastructure player, with 14 GW (gigawatts) of renewable energy assets in operation, under construction and as part of contracts awarded. Adani Enterprises is strongly committed to enabling the renewable transition via its 3.2 GW of existing and planned annual solar panel manufacturing capability as well as its ability to develop technologies to reduce environmental impact.

Under the agreement, AEL and Maire Tecnimont Group’s subsidiaries will jointly explore integrated opportunities for the optimization of renewable feedstock by utilizing NextChem’s and Stamicarbon’s technologies for chemicals, ammonia and green hydrogen applied to the chemicals value chain. Leveraging its solid and long-standing presence in India (more than 2,200 engineers and about 3,000 Electrical & Instrumentation professionals in Mumbai), its technology portfolio, and its strong competencies as an end-to-end developer of large-scale complex projects, the Maire Tecnimont Group will guarantee technological solutions and the best know-how for the development and execution of the projects.

Maire Tecnimont Group signs agreement to develop project for a bio-polymers plant in the Russian

Federation

On April 21, 2021, Maire Tecnimont S.p.A. announced that its subsidiaries NextChem and MET Development had signed an agreement with MC TAIF JSC (TAIF) for the co-development of a new biodegradable polymers plant in the Tatarstan Republic (Russian Federation), utilizing NextChem’s know-how and MET Development’s project development capacities.

TAIF is the largest investment firm in Tatarstan’s industrial sector, engaged in the oil & gas, chemicals and petrochemicals and energy sectors. On the basis of the agreement, TAIF and the Maire Tecnimont Group subsidiaries shall assess and jointly consider the opportunities of the biopolymers plant in order to lay the foundations for developing working relations between the parties. NextChem shall be selected to provide its expertise and its know-how for the FEED (Front End Engineering Design) activities and for the EPC for the construction of the biopolymers plant. The Maire Tecnimont Group will ensure the best technology solutions and know-how for project development and execution, relying on its technology portfolio and strong competencies as an end-to-end developer of large-scale complex projects.

New contract from Total Corbion Pla for the design of a biopolymers production plant in France

On April 23, 2021, Maire Tecnimont S.p.A. announced that its subsidiary NextChem had been awarded a contract by Total Corbion PLA, a 50% joint venture between Total and Corbion, to complete the Front End Engineering Design for a 100,000 ton per year Polylactic Acid (PLS) plant in Grandpuits, France. The plant, which is expected to be operative by 2024, shall be the first of its kind in Europe. It could make Total Corbion PLA - already well positioned to meet the rapidly growing demand for Luminy® PLA resins - the global PLA market leader.

Maire Tecnimont's experience in the polymerization of traditional plastics, together with NextChem's portfolio of innovative green chemistry solutions guarantees the know-how required to manage an industrial initiative of this kind.

Maire Tecnimont Group starts work on a renewable energy fertilizer plant in Kenya

On May 17, 2021, Maire Tecnimont S.p.A. announced that its subsidiaries MET Development, Stamicarbon and NextChem had started work on a renewable energy fertilizer plant in Kenya. MET Development has signed an agreement with Oserian Development Company to develop a plant in the Oserian Two Lakes Industrial Park, on the southern shores of Lake Naivasha, 100km north of Nairobi.

Directors’ Report

12

Oserian Two Lakes Industrial Park is a new 150-hectare “Special Economic Zone” in Nakuru County. Its purpose is to provide a “protected oasis” for like-minded companies and investors and to become an example of sustainable industrialization in East Africa. The Industrial Park, which is owned and managed by Oserian Development Company, comprises a 7,500 hectare mixed-use property called Oserian Two Lakes, which includes horticulture, industry and commerce, residential, tourism and wildlife conservation areas across three different regions.

The renewable energy fertilizer plant will support Kenya's inclusive, low-carbon growth, agricultural production, smallholder farmers and local communities. The plant will be located close to Kenya's largest geothermal power plant and will be partly powered by solar energy produced on site instead of fossil fuels, thus eliminating the carbon footprint of the production phase. The plant will reduce carbon emissions by around 100,000 tons of CO2 per year compared to a gas-fired fertilizer plant. The project will also reduce dependence on imported nitrogen fertilizers by around 25%. Kenya currently imports around 800,000 tons of nitrogen fertilizer per year (source: Argus Media, 2019). Argus Media, 2019). Finally, the project will make the price of fertilizers more competitive and ensure that they are supplied at the right time for use.

Plant technology will be provided by Stamicarbon, an innovation and licensing company belonging to the Maire Tecnimont Group and a world leader in fertilizer plant design. Stamicarbon will supply Stami Green Ammonia technology for the production of ammonia, as well as Nitric Acid technology as an integrated technological solution for the production of nitrate-based fertilizers. Although based on proven technology, the technological configuration – characterized by a modular approach, making it ideal for small-scale installations – will be the first of its kind.

The renewable fertilizer plant aims to produce 550 tons of calcium ammonium nitrate (CAN) and/or NPK fertilizers (nitrogen, phosphorus and potassium fertilizers) per day and will be the first state-of-the-art, commercial-scale plant to produce nitrate fertilizers from renewable sources. MET Development is currently working with local and international partners to establish a project development consortium.

Preliminary engineering work has begun, and NextChem started work on the Front-End Engineering Design (FEED) in December 2021. The intention is to start building the renewable fertilizer plant in 2025, which will be destined for the Kenyan agricultural industry. The fertilizers will mainly be produced using CAN but the plant will have the versatility to also produce NPK fertilizers to meet local agricultural needs and demands.

The project will use around 70 MW of renewable energy, provide a starting point for locally produced Kenyan fertilizer, and is expected to generate over a hundred jobs in the area while supporting the wider economy and farmers.

Mytilineos and Nextchem, a Maire Tecnimont Group subsidiary, sign an agreement to conduct a

feasibility study for the development of a green hydrogen production plant in Italy

On May 20, 2021, Maire Tecnimont S.p.A. announced that its subsidiary NextChem had signed an engineering agreement with MYTILINEOS’s Renewable and Storage Development (RSD) business unit to develop a green hydrogen production plant using electrolysis in Italy.

NextChem is a Maire Tecnimont subsidiary operating in the field of green chemistry and energy transition technologies. MYTILINEOS’s RDS business unit is a market leader in the development, construction and operational management of industrial-scale solar and hybrid energy projects, with a proven track record of more than 1 GW of medium and large-scale solar projects worldwide and large battery storage facilities.

According to the agreement, the RSD business unit will use NextChem and Maire Tecnimont’s expertise in hydrogen technologies to expand in the sector.

The project, which will convert renewable energy from one of MYTILINEOS’s solar plants into green hydrogen, seeks to provide local buyers with a carbon-neutral energy carrier alternative and could also potentially encourage the decarbonization of hard-to-reconvert industrial sectors.

Directors’ Report

13

The Maire Tecnimont Group subsidiary Nextchem wins a contract with Totalenergies to build a biojet

plant in France

On June 3, 2021, Maire Tecnimont S.p.A. announced that its subsidiary NextChem had been awarded a contract by TotalEnergies to develop Front-End Engineering Design activities and provide its technological expertise in order to build an SAF (Sustainable Aviation Fuel) production plant in Grandpuits, France, capable of processing 400,000 tons per year. The project is part of a plan to convert the Grandpuits refinery into a zero-crude platform and biorefinery. NextChem has already started engineering work on Europe's first 100,000-tonne-per-year plant for the production of biodegradable and compostable plastics. The Biojet plant, which will come into operation in 2024, will strengthen NextChem's contribution to TotalEnergies' net-zero strategy and represents an important phase in the development of Grandpuits' zero-crude platform, known as “Projet Galaxie”. “Projet Galaxie” relates to the production of Biojet fuels by processing waste oils and residual fats from the food industry. This new unit follows the roadmap established by France towards developing sustainable biofuels for aviation, with a target of 2% by 2025 and 5% by 2030. Maire Tecnimont’s technological SAF (or Biojet) knowledge is a key component of its green technology portfolio, making the Group an enabler of the energy transition. Contributing to sustainable mobility through a wide range of green and low-carbon fuel solutions is one of the Group's objectives for 2025, as part of its sustainability strategy.

Nextchem and Paul Wurth collaborate to develop innovative low-carbon solutions for the steel industry

On June 8, 2021, NextChem, a Maire Tecnimont Group subsidiary, and Paul Wurth, an SMS Group company and a leading provider of steel industry technologies, announced a collaboration to promote the integrated use of electrolysis and synthesis gas production in the steel industry.

By collaborating, NextChem and Paul Wurth seek to develop an advanced technological solution to convert natural gas into syngas for use during the production of DRI. The use of syngas (a mixture of carbon monoxide and hydrogen) decreases the reliance on fossil fuel and consequently reduces CO2 emissions generated by the steel production process.

On the path to energy transition and industry decarbonization, NextChem and Paul Wurth will combine their expertise to investigate the possibility of integrating electrolysis technology into the syngas production process, with the ultimate aim of producing steel with minimized CO2 emissions at a competitive price. Introducing green hydrogen into the metallurgical process further reduces the amount of coal required and consequently the carbon footprint of steelworks.

The Maire Tecnimont Group reaches an agreement with Greenfield Nitrogen Llc for the development

of a green ammonia plant in the United States

On September 28, 2021, Maire Tecnimont S.p.A. subsidiaries NextChem, MET Development and Stamicarbon entered into an agreement with Greenfield Nitrogen LLC to develop the first dedicated green ammonia plant in the US Midwest. Under the terms of the agreement, NextChem will conduct a feasibility study for a green ammonia plant with a capacity of 240 tons per day, using renewable energy as feedstock, through the intermediate production of green hydrogen. MET Development will support Greenfield Nitrogen in the development of the project. The facility will use best available technology for producing green hydrogen, together with Stamicarbon’s STAMI green ammonia technology that launched this year by Stamicarbon.

The project is the first in a series of green ammonia plants that Greenfiled Nitrogen plans to strategically develop in the U.S. Corn Belt. The plant and storage facility, which will be located near Garner, Iowa, will be powered by local renewable sources and the ammonia produced will be for the local market, traditionally a large user of this product. The green ammonia plant will support development in the area of low-carbon industry, with an expected reduction of more than 166 thousand t/y of CO2 emissions. The production of approx. 83 thousand tons of ammonia per year will reduce dependence on ammonia currently imported from abroad.

Directors’ Report

14

Nextchem signs an agreement with Acciaierie d'Italia for a feasibility study on the decarbonization of

Taranto steel plant

On October 21, 2021, Maire Tecnimont S.p.A. announced that through its subsidiary NextChem and Acciaierie d'Italia, Italy's leading steel-making group, owned by ArcelorMittal and Invitalia, an agreement had been signed for a feasibility study on the use at the Taranto steel plant of circular gas (syngas) obtained through NextChem's chemical recycling technology, based on the recovery of the carbon and hydrogen contained in plastic and dry waste through a partial oxidation process.

NextChem's technology makes it possible to obtain a circular gas that can be used both in refining processes and in the steel production cycle - replacing coal dust in the blast furnace or natural gas as a direct reduction - to cut carbon dioxide emissions. The feasibility study will focus on the environmental benefits of using circular gas at steel plants, in addition to the use of steel mill tail gas.

Both solutions could help significantly reduce the environmental impact of the steel production cycle.

Nextchem awarded engineering works by Eni for a CO2 capture plant in Italy

On December 17, 2021 Maire Tecnimont S.p.A. announced ENI had awarded its subsidiary NextChem the engineering works for a CO2 capture plant at the natural gas plant of Casalborsetti, in the province of Ravenna. The project could extend into a full EPC (Engineering Procurement and Construction) should certain conditions be met. The plant would be able to separate the CO2 from emissions from the natural gas plant’s turbo compressor, purifying and compressing them, thus allowing the capture of about 25 thousand tons per year of carbon dioxide which would otherwise be released into the atmosphere.

The technology used for the capture of CO2 in emissions gasses operates at high efficiency and low power consumption even at low concentrations. It has already been widely used to capture emissions of hard-to-abate industrial sectors worldwide.

NextChem has developed a range of solutions that recycle CO2 to produce new chemicals, in view of an increasingly circular economy based on industrial symbiosis.

Nextchem in partnership with the SMS Group for an EP project to support the decarbonization of a

steel plant in the Russian Federation

On December 23, 2021 Maire Tecnimont S.p.A. announced that its subsidiary, NextChem, had been awarded an EP Lump Sum subcontract by Paul Wurth, a company of the SMS group, to construct two Catalytic Partial Oxidation (CPO) reactor units. These will be installed at an existing integrated steel production plant in the Russian Federation.

NextChem will be a technology partner for the natural gas-fed syngas generation for a blast furnace by substituting coke with a syngas production of 140 thousand Nm3/h via its proprietary CPO technology.

The project’s scope of work includes the supply of proprietary technology, Basic Design and Detailed Engineering, proprietary equipment and a catalyst. The latter will facilitate the conversion of natural gas to syngas.

NextChem will be also responsible for the supervision of tests and the start-up of the CPO reactor units. Project completion is scheduled within 16 months from the contract signing date.

The SMS group selected NextChem because of its knowledge and expertise as a technology provider and its leadership in syngas production from natural gas.

The proprietary CPO technology to be deployed by Nextchem enables the production of synthesis gas from natural gas and other gaseous hydrocarbons with enriched air and air-blown reactors

Directors’ Report

15

OTHER CORPORATE EVENTS

Early voluntary redemption of the “2017 – 2023 bond” of Euro 20 million subscribed in April 2017

On February 11, 2021 the Board of Directors of Maire Tecnimont S.p.A. decided to exercise the early voluntary redemption option for the “2017-2023 Bond” of Euro 20 million, intended for qualifying investors, subscribed in full by Amundi Asset Management in April 2017, with a contractual maturity of April 2023, for the terms and conditions of which the press release circulated on April 24, 2017 should be consulted. The decision to exercise the early redemption option was motivated by the economic conditions of the bond, which no longer reflected the Maire Tecnimont Group’s improved credit rating, rendering it more onerous than the Group’s other currently outstanding financial transactions. The bond was repaid in February 2021.

Shareholders' Meeting approves the financial statements as at December 31, 2020 and the proposals

of the Board of Directors regarding the allocation of the net result for the year and the distribution of

a dividend

On April 15, 2021, the Shareholders’ Meeting of Maire Tecnimont S.p.A., meeting in ordinary session and in first call, noting the Consolidated Financial Statements at December 31, 2020 which report consolidated Group net income of Euro 57,801,000, approved: - the Statutory Financial Statements at December 31, 2020 of the company, which report a net loss of Euro 13,201,538.89; - the proposal of the Board of Directors to cover the net loss of Euro 13,201,538.89 through utilization of the “Retained earnings reserve” of Euro 47,456,372.98, to be considered fully relating to the retained earnings from 2019 which, following the coverage of the loss for the year above, shall amount to Euro 34,254,834.09, and - the proposal of the Board of Directors to distribute a dividend for a total of Euro 38,122,290.11 for each of the 328,640,432 ordinary shares, without par value, currently outstanding and with dividend rights and, therefore a dividend of Euro 0.116, gross of withholdings for each share through the use of the available reserves, as follows: i) Euro 34,254,834.09 through full use of the “Retained earnings” reserve, to be considered firstly relating to the retained earnings for the year ending December 31, 2019, for the portion not utilized to cover the net loss for 2020, and to the retained earnings for 2018, and ii) Euro 3,867,456.02 through the partial use of the “Extraordinary reserve” comprising net income accruing in the years prior to 2018.

The Shareholders’ Meeting also approved:

•in accordance with Article 123-ter, paragraph 3-ter, of Legislative Decree No. 58/1998 (“CFA”) and all other legal and regulatory provisions, and therefore through a binding motion, the 2021 Remuneration Policy;

•in accordance with Article 123-ter, paragraph 6 of the CFA and all other legal and regulatory provisions, and therefore with a non-binding motion, the Second Section of the “Report on the 2021 Remuneration Policy and fees paid”;

•pursuant to Article 114-bis of the CFA, the adoption of an incentive plan named “2021-2023 Long-term Incentive Plan of Maire Tecnimont Group” reserved to the Chief Executive Officer and Chief Operating Officer of Maire Tecnimont as well as to selected Top Managers of Maire Tecnimont Group’s companies, granting the Board of Directors, with the express faculty of sub-delegation, the widest powers necessary or appropriate, after having consulted the Remuneration Committee and the Board of Statutory Auditors, to fully implement the above approved incentive plan.

The Shareholders’ Meeting also authorized the Board of Directors to purchase and dispose of treasury shares as per Articles 2357 and 2357-ter of the Civil Code, Article 132 of the CFA and Article 144-bis of Consob Issuers’ Regulation 11971/1999, as subsequently amended, according to the means proposed by the Board of Directors on March 10, 2021.

Authorization was granted to acquire treasury shares up to a maximum 10,000,000 ordinary shares, 3.04% of the shares currently in circulation.

Directors’ Report

16

The authorization for the purchase and disposal of treasury shares aims at allowing the Company to purchase and dispose of ordinary shares, in full compliance with the European and national legislations currently in force for all purposes permitted by the applicable rules, including those relevant to Article 5 of the EU Regulation 596/2014 (“MAR”) and according to the practices accepted by Consob as per Article 13 MAR, in compliance with the terms and manner which will be possibly approved by the competent corporate bodies, and, as and when required, to supply treasury shares dedicated to the compensation or incentive plans based on Maire Tecnimont shares adopted by the Company as per Article 114 of the CFA.

The authorization for the purchase of the treasury shares shall have a duration of 18 months, while the authorization for the disposal of the treasury shares is requested with no time limits. The unit price for the purchase of shares will be established from time to time for each individual transaction, provided that purchases of shares may be made at a price not higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out also provided that the above mentioned unit price may not be lower in the minimum of 10% and not higher in the maximum of 10% than the reference price of the security on the Stock Market trading session on the day prior to each individual transaction.

Share buy-back program in service of the Maire Tecnimont share-based remuneration and incentive

plans adopted by the company

On April 16, 2021, Maire Tecnimont S.p.A. announced that on April 21, 2021, the treasury share buyback program (the “Program”) would be launched, as per Article 5 of Regulation (EC) No. 596/2014 (the “MAR”), in service of the Maire Tecnimont share-based remuneration and incentive plans adopted by the Company. The maximum number of ordinary shares to be purchased is 2,100,000, corresponding to 0.64% of the total number of outstanding ordinary shares of the Company, to be allocated to service the remuneration and incentive plans based on Maire Tecnimont shares adopted by the Company and taking into account the current Maire Tecnimont share price (on conclusion of trading on April 15, 2021). The potential maximum purchase outlay for the transaction is estimated at approx. Euro 6,500,000.

As part of the share buy-back program, between April 21, 2021 and April 28, 2021 inclusive, 2,100,000 treasury shares were acquired (corresponding to 0.64% of the total number of ordinary shares), at an average weighted price of Euro 2.609, for a total amount of Euro 5,479,356.80, and the program was therefore completed.

Change to the related Party Transactions Policy

On June 24, 2021, Maire Tecnimont S.p.A. announced that the Company's Board of Directors, after receiving the favorable opinion of the Related Parties Committee, approved the new “Related Party Transactions Policy” to make it compliant with the provisions of Consob Regulation No. 17221/2010, as latterly amended by Consob Resolution No. 21624 of December 20, 2020 (new rules on related party transactions).

The new rules on related party transactions, effective as of July 1, 2021, are available on the Company's website www.mairetecnimont.com, under the "Governance" - "Corporate Documents" section.

Communication on total number of voting rights

On July 7, 2021 - In accordance with Article 85-bis, paragraph 4-bis of Consob Regulation No. 11971 of May 14, 1999 (the “Consob Issuers’ Regulation”), Maire Tecnimont S.p.A. communicated that, having fulfilled the requirements and conditions under the applicable regulation and the By-Laws, 8,426,924 ordinary Company shares without nominal value gained multi-voting status. For full disclosure, it should be noted that the share capital of the Company amounts to Euro 19,920,679.32, comprising 328,640,432 ordinary shares without par value. In accordance with Article 85-bis, paragraph 4-bis of the Consob Issuers’ Regulation, the total number of voting rights is presented below, together with the number of shares comprising the share capital.

Directors’ Report

17

Situation post multi-voting shares

Situation before multi-voting shares

No. shares comprising share capital

No. of voting rights

No. shares comprising share capital

No. of voting rights

Total ordinary shares

328,640,432

504,732,490

328,640,432

496,305,566

Ordinary shares without multi-voting rights (full rights: 01.01.2021) Coupon in progress No. 7 ISIN IT0004931058

152,548,374

160,975,298

Ordinary shares with multi-voting rights (full rights: 01.01.2021) Coupon in progress No. 7 ISIN IT0005105231

176,092,058

352,184,116

167,665,134

335,330,268

The Special Register, updated in accordance with Article 6-quater, paragraph 3 of the By-Laws, is available on the Company’s website www.mairetecnimont.com, in the “Governance” - “Multi-voting shares” section.

Maire Tecnimont announces the launch of its first Euro Commercial Paper program

On December 16, 2021 - The Board of Directors of Maire Tecnimont S.p.A. approved the launch of its first Euro Commercial Paper Program (the “ECP Program” or the “Program”) to issue one or more non-convertible notes (the “Notes”).

The ECP Program, which will be placed with selected institutional investors, will be unrated and have a term of three years. The maximum aggregate amount of Notes issued and not redeemed under the ECP shall not exceed, at any time, Euro 150,000,000.

The Notes will not be listed on any regulated market.

The ECP Program will allow the Company to diversify its short-term financing instruments, obtain a wider choice of funding and optimize its debt management in terms of maturity and pricing profile.

Subject to compliance with all applicable laws and regulations:

•the Notes may be denominated in EURO, USD, GBP, CHF or any other currency;

•the duration of each Note shall be not less than one day or more than 364 days from and including the date of issue, to (but excluding) the, maturity date, and

•the Notes may have any denomination. The initial minimum denominations for Notes are Euro 100 thousand, USD 500 thousand, GBP 100 thousand and CHF 500 thousand. Minimum denominations may be changed from time to time.

The Notes and any non-contractual obligations arising out of or in connection with them will be governed by and construed in accordance with the UK law, except for the mandatory provisions of Italian law.

Account holders will, in respect of each Note, have the benefit of a Deed of Covenant in the event it becomes void in accordance with its terms.

In accordance with the Short-Term European Paper (STEP) initiative, the ECP Program will be submitted to the STEP Secretariat in order to obtain the STEP label in respect of Notes to be issued, so that the Notes will be eligible under the STEP Market Convention.

The ECP Program will not be guaranteed by any company belonging to the Maire Tecnimont Group or a third party.

Directors’ Report

18

On January 5, 2022, the Information Memorandum relating to the Euro Commercial Paper Program was made available to the public on the Company's website, on the Euro Commercial Paper Program (ECP) | Maire Tecnimont page.

Pursuant to Article 72, paragraph 6 of the Consob Issuers' Regulations, the minutes of the Company’s Board of Directors’ meeting that approved the Program will be made available to the public at the Company’s registered office, on the Company’s website on the Euro Commercial Paper Program (ECP) | Maire Tecnimont page and on the “1INFO” authorized storage mechanism.

The Company will inform the public of the status of implementation of the Program at the time of approval of the quarterly financial reports.

3.Investor information

MAIRE TECNIMONT S.P.A. SHARE CAPITAL AT DECEMBER 31, 2021

Expressed in No. of shares

Expressed in No. of voting rights

Share Capital

Euro 19,920,679.32

Total

328,640,432

504,732,490

Floating share capital

160,975,298

n.a.(1)

Floating share capital %

48.982%

n.a.(1)

(1) Following the amendments to Article 2.2.1. of the “Regulation for markets organized and managed by Borsa Italiana”, in force since March 4, 2019, the calculation of the free float was made only on the basis of the number of shares and not on the number of votes.

MAIRE TECNIMONT SHARE PERFORMANCE

COVID-19

The COVID-19 pandemic in 2021 continued to impact the global economy. However, with the successful global roll-out of vaccines, a growing sense of confidence has taken hold, leading to brisk economic recovery in many countries. The international stock markets have reacted well, with overall rises in Europe recovering pre-pandemic levels.

At the same time, the indirect effects of the pandemic have increasingly brought to light certain uncertainties and difficulties concerning the general increase in the prices of the main raw materials and their availability, in addition to those regarding transport logistics and supply on certain markets.

MAIRE TECNIMONT

The Maire Tecnimont share price reacted particularly well amid the recovering markets, seeing an overall increase of 128%, significantly outperforming its main competitors. Considering also the distribution of dividends in April, amounting to Euro 38 million, the Total Shareholder Return for 2021 rises to approx. 132%.

The increase in Maire Tecnimont's share price stems from the continually improving operating-financial results throughout the year, as well as the steady and significant growth in the order intake, which in 2021 reached a record high for the Group, thanks to the awarding of major contracts both in new regions and with long-standing clients.

The share price increases also reflect the Group's leadership position in the development of Energy Transition and Green Chemistry technologies, along with a Business Model firmly rooted in the creation of sustainable value.

Throughout 2021, Maire Tecnimont remained keenly committed to investor relations, continuing to use the remote communication tools required during the pandemic. During 2021 Maire Tecnimont had online meetings with 290 investors on the main global stock markets. Overall interactions were up 78% on 2020, testifying to the growing interest of institutional investors in the Group.

The average daily trading volume in 2021 was 1.3 million shares, at an average price of Euro 3.04.

Directors’ Report

19

Milan Stock Exchange ordinary share price (Euro)

01/01 - 31/12/2021

Maximum (December 28, 2021)

4.16

Minimum (January 4, 2021)

1.83

Average

3.04

Year-end (December 31, 2021)

4.16

Stock market capitalization (at December 31, 2021)

1,367,144,197

Maire Tecnimont 2021 share performance against the FTSE MIB

Maire Tecnimont 2021 share performance against our main competitors.

60

80

100

120

140

160

180

200

220

1-Jan-21

1-Apr-21

1-Jul-21

1-Oct-21

Maire Tecnimont

FTSE MIB

31-Dec-21

Directors’ Report

20

4.Group operating performance

The Maire Tecnimont Group 2021 key financial highlights (compared to the previous year) are reported below:

(In Euro thousands)

NOTE (*)

December 2021

%

December 2020

%

Change

%

Performance indicators:

Revenues

27.1-2

2,864,782

2,630,778

234,004

8.9%

Business Profit (**)

27.3

255,724

8.9%

251,538

9.6%

4,186

1.7%

EBITDA (***)

27.3

173,732

6.1%

172,218

6.5%

1,514

0.9%

EBIT

129,959

4.5%

123,675

4.7%

6,284

5.1%

Net financial expense

27.10-11-12

(16,124)

(0.6%)

(44,861)

(1.7%)

28,737

(64.1%)

Income before tax

113,835

4.0%

78,814

3.0%

35,021

44.4%

Income taxes

27.13

(33,364)

(1.2%)

(24,607)

(0.9%)

(8,757)

35.6%

Tax rate

(29.3%)

(31.2%)

N/A

Net income

80,471

2.8%

54,207

2.1%

26,264

48.5%

Group net income

83,301

2.9%

57,801

2.2%

25,500

44.1%

(*) The notes refer to the paragraphs of the Explanatory Notes to the consolidated financial statements where the respective accounts are analyzed in detail.

(**) “Business Profit” is the industrial margin before the allocation of general and administrative costs and research and development expenses; its percentage of revenues is the Business Margin.

(***) EBITDA is net income for the year before taxes (current and deferred), net financial expenses, gains and losses on the valuation of holdings, amortization and depreciation and provisions. EBITDA is a measure utilized by management to monitor and assess the operating performance. Management consider EBITDA a key parameter in measuring the Group’s performance as not impacted by the effects of differing criteria applied to taxable income, the amount and characteristics of the capital utilized and by amortization and depreciation. As EBITDA is not governed by the Group’s accounting standards, the Group calculation criteria may not be uniform with those adopted by other groups and, therefore, may not be comparable.

The Maire Tecnimont Group in 2021 reported production volumes of Euro 2,864.8 million, increasing 8.9% on the previous year (Euro 2,630.8 million), which reflected the effects of the COVID-19 pandemic on production.

Revenues reflect the development of portfolio projects and the uneven performance over time, depending upon the scheduling of the individual works, with ongoing growth thanks to the gradual normalization of projects already in portfolio, impacted by the pandemic over the preceding months, and the initial operating phases of the new orders, for which operating activities are planned to return greater volumes over the coming quarters, together with the restart of other more recently awarded projects.

The Group reports a Business Profit of Euro 255.7 million for 2021, up 1.7% on Euro 251.5 million in the previous year, essentially as a consequence of the higher volumes in the year. The consolidated business margin in 2021 was 8.9%, down on the previous year (9.6% in 2020), when the significant positive contribution of the cost-saving initiatives undertaken in response to the COVID-19 pandemic situation kicked in.

General and administrative costs amounted to Euro 72.9 million (Euro 71.3 million in 2020), an increase on the previous year, also following the strengthening of the structure supporting the Green Energy Business Unit and activities in Sub-Saharan Africa. In addition, the comparative figure for 2020 benefited from cost-saving initiatives introduced in response to the pandemic, some of which can not be replicated in subsequent years, while those targeting cost savings through optimizing the structure have become structural and are therefore also evident this year.

Directors’ Report

21

The Group, also taking account of R&D costs of approx. Euro 9.1 million in 2021, reports EBITDA of Euro 173.7 million, up 0.9% on the EBITDA in the previous year (Euro 172.2 million) - essentially due to greater volumes in the year. The margin was 6.1% (6.5% at December 31, 2020), in line with the final quarters of 2021 and with the average margin of EPC projects, although reducing on the previous year which included a significant benefit from the cost-saving initiatives launched as a response to the effects of the COVID-19 pandemic.

Amortization, depreciation, write-downs and provisions totaled Euro 43.8 million (Euro 23.6 million related to the depreciation of the right-of-use in accordance with IFRS 16), decreasing on the previous year (Euro 48.5 million), due both to the greater doubtful debt provisions as a consequence of a higher credit balance, with a number of credit positions also affected by the temporary impact of the pandemic on some clients’ ratings, in addition to certain write-downs of assets.

As a result of that outlined above, 2021 EBIT was Euro 130 million, increasing 5.1% on the previous year (Euro 123.7 million).

The net financial result shows charges of Euro 16.1 million (net charges of Euro 44.9 million in 2020). The 2021 figure reflects the positive contribution of the net valuation of derivative instruments for Euro 10 million, which however had a negative contribution of Euro 9.5 million in the previous year. This was a result of unfavorable exchange rates and share prices caused by market uncertainty following the pandemic, which therefore resulted in a positive differential of over Euro 19.5 million.

Excluding the above-mentioned effects and charges from investments measured at equity, the financial management result improved significantly, with lower short-term charges on loans, interest on current account overdrafts and also for interest expense on bonds compared to the previous year, with a net reduction of approx. Euro 12.6 million.

Pre-tax income totaled Euro 113.8 million, against estimated taxes of Euro 33.4 million. The effective tax rate was approx. 29.3%, improving on the average tax rate reported for the preceding quarters and based on the various countries in which Group operations are carried out.

Group net income in 2021 amounted to Euro 83.3 million, increasing 44.1% on the previous year (Euro 57.8 million), mainly following the increase in volumes and the benefit from financial management, as outlined above.

Consolidated net income (therefore including minority interests) in 2021 was Euro 80.5 million, compared to Euro 54.2 million in 2020 (+48.5%).

ALTERNATIVE PERFORMANCE INDICATORS

In compliance with CONSOB Communication No. 0092543 of December 3, 2015, indications are provided below in relation to the composition of the performance indicators utilized in this document and in the institutional communications of the Maire Tecnimont Group.

BUSINESS PROFIT is the industrial margin before the allocation of general and administrative costs and research and development expenses and therefore reflects the sum of total revenues, order costs and commercial costs included in the income statement.

BUSINESS MARGIN is the percentage of the BUSINESS PROFIT, as defined above, on total revenues included in the income statement.

EBITDA is net income for the year before taxes (current and deferred), net financial expenses, gains and losses on the valuation of holdings, amortization and depreciation and provisions.

This indicator is also presented in ‘percentage' form as a ratio between EBITDA and Total Revenues included in the income statement.

EBITDA is a measure utilized by management to monitor and assess the operating performance. Management consider EBITDA a key parameter in measuring the Group’s performance as not impacted by the effects of differing criteria applied to taxable income, the amount and characteristics of the capital utilized and by amortization and depreciation. As EBITDA is not governed by the Group’s accounting standards, the Group calculation criteria may not be uniform with those adopted by other groups and, therefore, may not be comparable.

Directors’ Report

22

EBIT or Operating Result: is the net income for the year before taxes (current and deferred), net financial expenses, gains and losses on the valuation of holdings.

5.Performance by Business Unit

INTRODUCTION

Maire Tecnimont S.p.A. heads an integrated industrial group providing engineering services and works in the following sectors on the domestic and international markets: Hydrocarbons and Green Energy. The BU figures are in line with the internal reporting structure utilized by company Top Management and in particular with the reporting used by the highest decision-making level for the taking of business decisions, identified as the chief executive officer (CODM). The features of these sectors are outlined below:

I.“Hydrocarbons” Business Unit - designs and constructs plant, principally for the “natural gas chain”

(involving separation, treatment, liquefaction, transport, storage, regasification and compression and pumping stations); designs and constructs chemical and petrochemical industry plant for the production, in particular, of polyethylene and polypropylene (polyolefin), ethylene oxide, ethylene glycol, purified terephthalic acid ("PTA"), ammonia, urea and fertilizers. Other major activities related to the sulphur recovery process, hydrogen production and high temperature furnaces. It is also engaged in the design and construction of hydro-carbon electric power plant. In the fertilizers sector, the Group grants both proprietary licenses on patented technology and know-how to urea producers and process design packages and sells proprietary fertilizer production equipment.

II.“Green Energy’ Business Unit” involved in Green Acceleration initiatives managed by NextChem and

its subsidiaries, focused particularly on the circular economy, thanks to an innovative plastics mechanical recycling process and the promotion of recycled chemicals; The Business Unit is also engaged in the “Greening the Brown” (offsetting environmental impacts from the conversion of petrol and gas) and “Green- Green” sectors (developing additives and substitutes to oil for fuels or plastics from renewables). The technologies servicing these initiatives are either part of NextChem's proprietary technology portfolio or are used exclusively through third-party agreements. Finally, the Business Unit also operates in the field of renewable sources (mainly solar and wind power) for large-scale plant and in energy maintenance and upgrading services for large real estate structures, in addition to the management of temporary site facilities by applying particularly effective solutions for environmental protection and energy saving.

The Group assesses the performance of the operating segments based on the segment operating result. Segment revenues are those directly deriving from or attributable to the Segment and from core operations and include revenues from agreements with third parties. Segment costs are charges from segment operations incurred from third parties. For Group operations, amortization, depreciation, provisions for risks, financial income and expense and income taxes are borne by the corporate entity as excluded from operating activities and are presented in the total column.

The Maire Tecnimont Group 2021 key financial highlights by Business Unit (compared to the previous year) are reported below:

Directors’ Report

23

Hydrocarbons

Green Energy

Total

(In Euro thousands)

Total

% on Revenues

Total

% on Revenues

Total

% on Revenues

2021

Revenues

2,779,161

85,621

2,864,782

Business Margin

242,694

8.7%

13,030

15.2%

255,724

8.9%

EBITDA

168,454

6.1%

5,278

6.2%

173,732

6.1%

2020

Revenues

2,556,469

74,309

2,630,778

Business Margin

249,763

9.8%

1,775

2.4%

251,538

9.6%

EBITDA

173,359

6.8%

(1,141)

(1.5%)

172,218

6.5%

Change December 2021 vs. 2020

Revenues

222,692

8.7%

11,312

15.2%

234,004

8.9%

Business Margin

(7,069)

(2.8%)

11,255

634.1%

4,186

1.7%

EBITDA

(4,905)

(2.8%)

6,419

562.6%

1,514

0.9%

HYDROCARBONS BUSINESS UNIT

FY 2021 revenues amounted to Euro 2,779.2 million (Euro 2,556.5 million in FY 2020), up 8.7% on the previous year.

Revenues reflect the development of portfolio projects and the uneven performance over time, depending upon the scheduling of the individual works, with ongoing growth thanks to the gradual normalization of projects already in portfolio, impacted by the pandemic over the preceding months, and the initial operating phases of the new orders, for which operating activities are planned to return greater volumes over the coming quarters, together with the restart of other more recently awarded projects.

In 2021 the Hydrocarbons Business Unit reported a Business Profit of Euro 242.7 million, decreasing on Euro 249.8 million in the previous year. Despite the higher volumes in the year, 2020 benefitted from the significant contribution from the cost-saving initiatives introduced as a response to the COVID-19 pandemic. The 2021 Business Margin was 8.7%, down on the previous year (9.8% in 2020) as a result of the cost-saving initiatives outlined previously.

The Hydrocarbons Business Unit, also taking into account general and administrative and R&D costs, reported EBITDA in 2021 of Euro 168.5 million, down 2.8% on the previous year (Euro 173.4 million), essentially due, as previously highlighted, to the cost-saving initiatives in 2020 and despite the higher volumes in 2021. The margin was 6.1% (6.8% at December 31, 2020), in line with the final quarters of 2021 and with the average for EPC projects.

GREEN ENERGY BUSINESS UNIT

2021 revenues totaled Euro 85.6 million, up 15.2% on the previous year (Euro 74.3 million in 2020), due in part to an increase in the operations of the subsidiary NextChem, which in 2021 further stepped up technological development, thanks to the co-operation agreements signed with a number of Italian and overseas counterparties. The increase in revenues is also due to the restart of some activities in energy efficiency services previously slowed down by the impact of the pandemic.

Directors’ Report

24

The 2021 Business Profit was Euro 13 million (Euro 1.8 million in 2020), significantly increasing on the previous year due to higher volumes, as described above, and a differing production mix, with a greater focus on the initiatives of the subsidiary NextChem. In addition, the 2021 Business Margin was 15.2%, up from the 2.4% of 2020.

2021 EBITDA was Euro 5.3 million (Euro 1.1 million in 2020), after absorbing G&A costs which increased in the year due to the development of the facilities and the organization of the subsidiary NextChem.

VALUE OF PRODUCTION BY REGION:

The regional breakdown of Revenues in 2021 compared to the previous year is illustrated below:

December 2021

December 2020

Change

(In Euro thousands)

Total

%

Total

%

Total

%

Italy

58,595

2.0%

85,181

3.2%

(26,586)

(31.2%)

Overseas

· Europe (EU)

377,708

13.2%

231,039

8.8%

146,669

63.5%

· Europe (non-EU)

1,335,165

46.6%

1,379,218

52.4%

(44,053)

(3.2%)

· Middle East

326,097

11.4%

247,736

9.4%

78,362

31.6%

· The Americas

74,532

2.6%

63,902

2.4%

10,630

16.6%

· Africa

346,392

12.1%

256,075

9.7%

90,317

35.3%

· Asia

346,293

12.1%

367,793

14.0%

(21,500)

(5.8%)

· Other

0

0.0%

(165)

(0.0%)

165

na

Total Consolidated Revenues

2,864,782

2,630,778

234,004

8.9%

The main regional revenue sources were Europe – non-EU (46.6%), which reflects the development of operations in Russia. On the other hand, as can be seen from the table of revenues, there was a recovery in the Middle East and Africa following the launch of new acquisition projects in those areas.

Directors’ Report

25

6.Backlog by Business Unit and Region

The following tables outline the Group’s Backlog, broken down by Business Unit at December 31, 2021, net of third party shares and compared to the previous year:

BACKLOG BY BUSINESS UNIT

(In Euro thousands)

Hydrocarbons

Green Energy

Total

Initial Order Backlog at 01/01/2021

5,784,382

217,508

6,001,890

Adjustments/Eliminations (**)

(113,678)

23,313

(90,365)

2021 Order Intake

6,327,180

105,696

6,432,876

Revenues net of third parties (*)

2,778,997

77,242

2,856,239

Backlog at 31/12/2021

9,218,887

269,275

9,488,162

(*) Backlog revenues are net of third party shares of Euro 8.5 million.

(**) 2021 Adjustment/Eliminations principally reflect portfolio currency adjustments and other minor adjustments.

(In Euro thousands)

Backlog at 31.12.2021

Backlog at 31.12.2020

Change December 2021 vs December 2020

Hydrocarbons

9,218,887

5,784,382

3,434,505

59.4%

Green Energy

269,275

217,508

51,767

23.8%

Total

9,488,162

6,001,890

3,486,272

58.1%

Directors’ Report

26

In 2021, the Maire Tecnimont Group won new projects and existing contract extensions worth approx. Euro 6,432.9 million. The Backlog at December 31, 2021 was Euro 9,488.2 million, increasing by approx. Euro 3,486.3 million on December 31, 2020, mainly due to the significant new orders acquired in 2021.

BACKLOG BY REGION

The Group Backlog broken down by region at December 31, 2021, and compared with the previous year is presented below:

Overseas

(In Euro thousands)

Italy

Europe (EU)

Europe (non-EU)

Middle East

The Americas

Africa

Asia

Other

Total

Initial Order Backlog at 01/01/2021

248,412

777,500

2,772,723

405,508

146,350

1,046,648

603,876

872

6,001,890

Adjustments/Eliminations (**)

56,962

89,804

55,212

(25,970)

(19,323)

(332,877)

85,827

0

(90,365)

2021 Order Intake

103,281

662,588

172,393

3,402,820

12,218

1,328,529

751,047

0

6,432,876

Revenues net of third parties (*)

(3,158)

377,708

1,388,375

326,097

74,532

346,392

346,293

0

2,856,239

Backlog at 31/12/2021

411,814

1,152,184

1,611,953

3,456,261

64,713

1,695,908

1,094,457

872

9,488,162

(*) Backlog revenues are net of third party shares of Euro 8.5 million.

(**) 2021 Adjustment/Eliminations principally reflect portfolio currency adjustments and other minor adjustments.

9,219

269

5,784

218

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

5,500

6,000

6,500

7,000

7,500

8,000

8,500

9,000

9,500

10,000

Hydrocarbons

Green Energy

2021

2020

Backlog by Business Unit

Directors’ Report

27

(In Euro thousands)

Backlog at 31.12.2021

Backlog at 31.12.2020

Change December 2021 vs December 2020

Italy

411,814

248,412

163,402

65.8%

Europe (EU)

1,152,184

777,500

374,684

48.2%

Europe (non-EU)

1,611,953

2,772,723

(1,160,770)

(41.9%)

Middle East

3,456,261

405,508

3,050,753

752.3%

The Americas

64,713

146,350

(81,637)

(55.8%)

Africa

1,695,908

1,046,648

649,260

62.0%

Asia

1,094,457

603,876

490,581

81.2%

Others

872

0

Total

9,488,162

6,001,890

3,486,272

58.1%

ORDER INTAKE BY BUSINESS UNIT AND REGION

The table below outlines 2021 Group Order Intake broken down by Business Unit and Region and compared with the previous year:

Directors’ Report

28

December 2021

December 2020

Change 2021 vs 2020

(In Euro thousands)

% of total

Order Intake by Business Unit

Hydrocarbons

6,327,180

98.4%

2,684,410

98.3%

3,642,770

135.7%

Green Energy

105,696

1.6%

47,157

1.7%

58,539

124.1%

Total

6,432,876

100%

2,731,567

100%

3,701,309

135.5%

Order Intake by Region:

Italy

103,282

1.6%

44,503

1.6%

58,779

132.1%

Europe (EU)

662,588

10.3%

193,588

7.1%

469,000

242.3%

Europe (non-EU)

172,393

2.7%

1,479,550

54.2%

(1,307,157)

(88.3%)

Middle East

3,402,819

52.9%

216,296

7.9%

3,186,523

1473.2%

The Americas

12,218

0.2%

86,798

3.2%

(74,581)

(85.9%)

Africa

1,328,529

20.7%

353,334

12.9%

975,195

276.0%

Asia

751,047

11.6%

357,497

13.1%

393,550

110.1%

Total

6,432,876

100%

2,731,567

100%

3,701,309

135.5%

In 2021, the Maire Tecnimont Group won new projects and existing contract extensions worth approx. Euro 6,432.9 million, mainly in the Technology, Engineering & Construction sector, mainly in the Hydrocarbons sector.

New projects for the Green Energy BU mainly concerned new contracts and change orders and project variants in infrastructure, maintenance services and energy efficiency, as well as orders acquired by NextChem, the Maire Tecnimont Group subsidiary operating in green energy and technologies to support the energy transition.

ANALYSIS OF THE ‘HYDROCARBONS’ BUSINESS UNIT BACKLOG

The Backlog at December 31, 2021 compared with the previous year is as follows:

Change December 2021 vs December 2020

(In Euro thousands)

Backlog at 31.12.2021

Backlog at 31.12.2020

Total

%

Hydrocarbons

9,218,887

5,784,382

3,434,505

59.4%

Directors’ Report

29

The Hydrocarbons Business Unit backlog at December 31, 2021 was Euro 9,218.9 million, an increase on the previous year of Euro 3,434.5 million, mainly due to the significant order intake in 2021.

PRINCIPAL PROJECTS AWARDED:

SOCAR (Azerbaijan) - February 2021 - Tecnimont S.p.A. and KT - Kinetics Technology S.p.A. signed two Engineering, Procurement and Construction (EPC) contracts with Heydar Aliyev Oil Refinery, a subsidiary of SOCAR, as part of the work to modernize and rebuild the Heydar Aliyev refinery in Baku. SOCAR is the oil authority of the Republic of Azerbaijan. The total value of the contracts value is approx. USD 160 million. The scope of work of the first contract calls for the construction of a hydrotreating unit for the petrol originating from fluid catalytic cracking (FCC), whereas the second includes the implementation of a unit for removing and oxidizing mercaptans present in the LPG (liquid petroleum gas) current and an ammonia treatment and LPG pretreatment unit. These units are fundamental to improving the quality of fuel in accordance with the EURO-5 standards. Both projects were carried out at the Heydar Aliyev refinery, where Tecnimont and KT - Kinetics Technology are jointly executing an EPC contract awarded in 2018. The completion of the new EPC contract projects is expected within 33 and 26 months of the signing date, respectively.

REF PORT HARCOURT (NIGERIA) - April 2021 - Tecnimont S.p.A. was awarded a contract by the Nigerian Federal Executive Council for the execution of refurbishment works on the Port Harcourt Refinery Company Limited refining complex, located at Port Harcourt, in Rivers State, Nigeria. Port Harcourt Refinery Company Limited is a subsidiary of the Nigerian National Petroleum Company (NNPC), the national oil company. The total contract value is approx. USD 1.5 billion. The project involves the engineering, procurement and construction (EPC) for the full refurbishment of the Port Harcourt refining complex in order to recover production capacity to at least 90%. The complex comprises two refineries with an overall capacity of approx. 210,000 bpd (barrels per day). The project will be executed in a number of phases after 24 and 32 months, with the final phase to be completed 44 months from the award date.

AGIC - (SAUDI ARABIA) - April 2021 - Tecnimont S.p.A. and Tecnimont Arabia Limited were awarded by Advanced Global Investment Company (AGIC) a PDH-PP Complex Integrated project for the construction of two propylene units on an Engineering Procurement and Construction Lump Sum Turn-Key basis. The total contract value is approx. USD 500 million. The project covers complete engineering services, out of kingdom equipment and material supply (to be carried out by Tecnimont) and the in kingdom supply of materials, installation and construction up to start-up and guarantee test run activities (carried out by Tecnimont Arabia Limited). Project completion is scheduled for Q2 2024. The two polypropylene units shall have 400,000 tons per year capacity each and will be located at the integrated PDH-PP (propane dehydrogenation - polypropylene) complex in Jubail Industrial City II (Saudi Arabia). AGIC is wholly-owned by Advanced Petrochemical Company, a Saudi Arabian joint-stock company incorporated in 2005 and listed on the Saudi

9,219

5,784

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

5,500

6,000

6,500

7,000

7,500

8,000

8,500

9,000

9,500

10,000

2021

2020

“Hydrocarbons” Backlog (Euro millions)

Directors’ Report

30

Arabian Stock Exchange in 2006. It manufactures polypropylene products for a range of sectors, including the automobile, consumable products, healthcare, packaging and textile sectors.

PX IOCL - (India)- April 2021 - the consortium comprising Tecnimont S.p.A. and Tecnimont Private Limited was awarded a Lump Sum EPCC (Engineering, Procurement, Construction and Commissioning) contract by Indian Oil Corporation Limited (IOCL) for the construction of a paraxylene (PX) plant and the relative infrastructure. The plant shall be located in Paradip, in the State of Odisha, in Eastern India. The Amount contract value is approx. USD 450 million. The project includes engineering activities, the provision of equipment and materials and construction until the start-up of the plant and the performance tests. Once completed, the new PX plant shall have an 800,000 ton per year capacity. Mechanical completion is scheduled for 33 months from the award date. The PX product shall be used to feed the adjacent Terephthalic Acid plant, ensuring the availability of high-quality raw materials and thereby significantly boosting the country’s manufacturing industry. PX is an intermediate component in the petrochemical industry chain, necessary for the production of several polymers, in particular PET (polyethylene terephthalate, also known as polyester), which is used in numerous applications in everyday life in the packaging, cosmetic and pharmaceutical industries, to name just a few.

IOCL BARAUNI - (India) - July 2021 - the consortium comprising Tecnimont S.p.A. and Tecnimont Private Limited was awarded a Lump Sum EPCC (Engineering, Procurement, Construction and Commissioning) contract by Indian Oil Corporation Limited (IOCL) for the construction of a new polypropylene plant and the related product logistics section. The plant shall be located in Barauni, in the state of Bihar, in north-eastern India. The total contract value is approx. USD 170 million. The project includes engineering activities, the provision of equipment and materials, construction and plant testing, until the performance tests. The polypropylene plant will have a capacity of 200,000 tons per year, and mechanical completion is scheduled for 30 months from the award date. The new polypropylene plant is to be a part of the expansion of IOCL’s Barauni refinery, which calls for the installation of new, large-scale production units and the upgrading and modernization of existing units in order to increase capacity. This project to expand the Barauni refinery falls within IOCL’s plan to meet growing domestic demand for the high-value products needed in order to accelerate the development of manufacturing in the country.

PP REPSOL - (Portugal) - July 2021 - Tecnimont S.p.A. was awarded a contract by Repsol for the construction of a polypropylene unit and a linear polyethylene unit on an EPC (Engineering Procurement and Construction) Lump Sum Turn-Key basis, as part of the expansion program of Repsol's industrial complex located in Sines, Portugal. The contract value is approx. Euro 430 million. The scope of work includes all engineering services, supply of equipment and materials, installation and construction activities, and, as an optional part of the scope of work, commissioning and start-up activities. The project is scheduled for completion in 2025. The polypropylene and linear polyethylene units, which represent the largest industrial investment in Portugal in the last 10 years, will have a capacity of 300,000 tons per year each and will be located within Repsol's industrial complex in Sines, Portugal. The technologies applied in both units will ensure maximum energy efficiency and will be the first of its kind to be introduced on the Iberian Peninsula, making the Industrial Complex of Sines one of the most advanced in Europe in terms of flexibility and high level integration. Repsol is a Spanish multi-energy company listed on the stock exchange for 25 years. Its products are distributed in nearly 100 countries to some 24 million clients. Repsol's industrial site in Sines is the largest chemical complex in Portugal.

KOS – (Russia) – August 2021 - Tecnimont Planung & Industrieanlagenbau and MT Russia LLC were awarded an EP (Engineering and Procurement) contract from Kazanorgsintez PJSC (KOS) for the execution of a low-density polyethylene (LDPE)/ethylene vinyl acetate (EVA) plant, within the KOS complex, in Kazan, Tatarstan (Russian Federation). KOS is one of the largest producers of polyethylene in the Russian Federation, supplying its products to 36 countries worldwide. The total EP contract value is approx. Euro 130 million. The contract is on a Lump Sum basis for engineering and procurement services, while the equipment and materials supply is on a reimbursable basis. The scope of the project includes the building of a new LDPE/EVA plant with a capacity of 100 thousand tons per year. The project is designed to increase polyolefin production capacity and is expected to be completed within approximately 40 months of the contract signing date. The scope of work in the Russian Federation will be performed by MT Russia at its Moscow engineering center, where Maire Tecnimont Group can count on more than 200 specialists currently involved in the execution of several projects in the Russian Federation. MT Russia is therefore a strategic resource within the Group and boasts a strong reputation as a provider of value-added services to the Russian market. Tecnimont Planung & Industrieanlagenbau, a German subsidiary of Tecnimont, is a Braunschweig-based engineering company highly specialized in LDPE plant design.

Directors’ Report

31

LOTOS OIL - HYDROCRACKED BASED OIL Project (HBO) (Poland) - September 2021 - LotosOil sp zoo awarded KT - Kinetics Technology S.p.A. a Lump Sum Turn Key EPCC contract for engineering services, procurement of materials, construction, pre-commissioning and commissioning (up to RFSU) for the creation of an Isodewaxing and Isofinishing unit (licensed by Chevron Lummus Global) for the production of Group II and III oils, with related storage areas and interconnection at the Gdansk Refinery. A Limited Notice to Proceed was signed on September 28, 2021, covering a maximum of the first six months of operations with a contractual value of Euro 15.5 million. The contract became effective on October 18, 2021. The total value of the contract is Euro 213.5 million. The facility is due to reach Mechanical Completion in month 34 (August 17, 2024), ready for start-up status 36 months after the effective date (October 17, 2024), while the Provisional Acceptance Certificate should be issued 40 months after the effective date (February 17, 2025). The Final Acceptance Certificate is due in month 64 (February 17, 2030). The scope of work includes detailed engineering, procurement and delivery of all materials, all construction activities up to the mechanical completion of the plant, supply of spare parts for the commissioning and start-up of the plant, pre-commissioning, commissioning, assistance during start-up (on a reimbursable basis), provision of as-built documentation and of operation and maintenance manuals. Engineering activities had progressed 6.0% at the end of December 2021 and the first bids received for equipment with long delivery lead times (i.e. compressors and air coolers) are being tabulated.

BOROUGE 4 - (United Arab Emirates)- December 2021 - Tecnimont S.p.A. signed three EPC contracts with Abu Dhabi Polymers Company (Borouge) relating to the fourth expansion phase (Borouge 4) of the Ruwais polyolefins complex, located 240 km west of Abu Dhabi City (Abu Dhabi, United Arab Emirates). Borouge is a joint venture between Abu Dhabi National Oil Company (ADNOC) - one of the world's biggest oil & gas companies wholly-owned by the Emirate of Abu Dhabi - and Borealis, one of the world’s leading providers of advanced and circular polyolefin solutions The total value of the three EPC Lump Sum Turn-Key contracts is approx. USD 3.5 billion. The contracts encompass the execution of three packages of the Borouge 4 project: (1) for the polyolefin units, which includes two polyethylene units with a capacity of 700 thousand tons per year each, and a 1-hexene unit; (2) for a cross-linkable polyethylene unit; and (3) for all utilities and offsites for the entire Borouge 4 project. The scope of work includes all engineering services, supply of equipment and materials, construction activities, testing and start-up assistance. The completion date is scheduled for 2025. Once completed, the Ruwais complex will be the world’s largest polyolefin production site. Since the late 1990’s, the Maire Tecnimont Group has supported the UAE in creating value by developing its energy processing industry, with the first Borouge polyolefin plant (Borouge 1) completed in 2001. Following 3 additional expansion projects in 2007, 2010 and 2018 (Borouge 2, Borouge 3 and PP5, respectively), the Group completed FEED (Front-End Engineering and Design) services for the Borouge 4 project in 2020. By leveraging its portfolio of NextPlant digital solutions, Maire Tecnimont was able to operate alongside the Borouge team right from the outset of the FEED stages, in this way converting business requirements into digital initiatives ready for immediate implementation into the project. This will ensure maximum efficiency in the execution of EPC activities and improve the operation and maintenance of the new production facilities, thus making Borouge a "future-proof" industrial complex.

BELAYIM PETROLEUM COMPANY (PETROBEL) ZOHR - SUPPLY OF MEG REGENERATION UNIT (MRU) PACKAGES (Egypt) - KT - PETROBEL awarded Kinetics Technology S.p.A. a contract, to be executed on an Lump Sum Turn Key basis, for two MRU Packages (licensed by Axens) consisting of two identical Mono-Ethanol Glycol (MEG) regeneration units, on a modularized basis, and a common Chemical Injection Unit for the first Accelerated Start-Up (ASU) phase at the Port Said refinery in Egypt. The contract became effective on September 9, 2021. The value of the contract is Euro 55.8 million. All modules should be delivered at month 16 (December 20, 2022), while the PAC issue date is expected at month 30 from the effective date (February 8, 2024). The Final Acceptance Certificate is expected at month 54 (February 8, 2026). The scope of work includes detailed engineering, procurement and delivery of all materials, module assembly, including pre-commissioning and delivery to the yard in Egypt, supply of spare parts for commissioning and start-up, supply of capital spares, and provision of operation and maintenance manuals. At the end of December 2021 engineering activities were 38.4% complete, while progress of procurement activity was 2.9%. Overall progress is 4.6%.

Directors’ Report

32

In addition to the above contracts, further projects were awarded for licensing, engineering services, EP and EPC activities, plus change orders for contracts in progress. The contracts were awarded by some of the leading international clients, mainly in Europe, the Americas, North Africa and South-East Asia.

PROJECTS IN PROGRESS

GEMLIK GUBRE (Turkey) In March 2020, Tecnimont S.p.A. signed an EPC contract with GEMLİK GÜBRE SANAYİİ ANONİM ŞİRKETİ relating to the construction of a new urea plant and a UAN (urea and ammonia nitrate solution) plant in Gemlik, 125 km south of Istanbul in Turkey. The scope of works concerns the execution of engineering, the supply of all equipment and materials and the construction works. Home Office Services (Detailed Engineering-Procurement services - Subcontracting services) work is 92.6% complete, manufacturing and materials delivery are 57.6% complete, while construction is 17.3% complete. The total progress of the project is 47.2%. The project is expected to be completed within three years of the agreed effective date of September 1, 2020 and the M32 Initial Acceptance Certificate milestone has been set for April 30, 2023.

AMUR AGCC (Russia) In May 2020 it was announced that Tecnimont S.p.A., as the leader of a consortium with MT Russia LLC, Sinopec Engineering Inc. and Sinopec Engineering Group Co., Ltd Russian Branch, was awarded an EPSS (Engineering, Procurement and Site Services) contract by Amur GCC LLC, a subsidiary of PJSC Sibur Holding. The contract concerns the petrochemical development of the Amur Gas Chemical Complex (AGCC). AGCC is the downstream expansion of the Amur gas treatment plant (AGPP) in the city of Svobodny (Amur region), in the far east of the Russian Federation, for which the Maire Tecnimont Group is currently executing one of the packages. Engineering is 73.2% complete (the 3D Model Review is 90% complete), while procurement activities are 62.6% complete (99% of equipment purchased). Mechanical completion is scheduled for September 2024 and plant start-up for March 2025.

IOCL - KOYALI DUMAD (India) - In December 2020, Tecnimont S.p.A., through its Indian subsidiary Tecnimont Private Limited, was awarded a lump-sum Engineering, Procurement, Construction and Commissioning (EPCC) contract by Indian Oil Corporation Limited (IOCL) for the construction of new units to produce acrylic acid and butyl acrylate, petrochemical derivatives needed to produce high-value products for the chemicals market. The units are to be built in Dumand, near Vadodara, in the Indian state of Gujarat. The design and purchase of materials is nearing completion, while the construction of civil and underground works is underway on site. The Mechanical Completion period for the project is 26 months.

KINGISEPP 2 (Russia), the EPC contract was signed with LLC Eurochem Northwest 2 on June 1, 2020, and the Notice to Proceed was received on September 1, 2020. The project calls for engineering, procurement and transport of equipment and materials, as well as the construction, start-up and performance testing, on a lump-sum turnkey basis, of a 3,000 MTPD ammonia plant and a 4,000 MTPD urea plant, plus related infrastructure, to be constructed in Kingisepp, Leningrad Oblast (Russia). Engineering activities are 94% complete. The acquisition of materials is 83% complete, with the assignment of the orders related to the long leads and critical items, as well as the licensed proprietary equipment. Orders for itemized electro-instrumental material are currently being issued, and tenders for the remaining orders for HSE, chemicals, catalysts and laboratory equipment are at an advanced stage. As for bulk materials, the issue of orders for assembly of metal structural works is complete, and orders relating to the completion of Material Take Off Piping, electrical equipment and accompanying structural elements are currently being issued. Manufacturing is underway, with progress at 73%. Shipments of materials to the worksite are on pace with batch deliveries of piping, metal structures, electro-instrumental bulk and mechanical equipment. Construction began in late 2020 and is 16% complete. Specifically, civil works are progressing, with piling completed, foundations and elevations at advanced stages, and underground work ongoing. Assembly of metal structural works is underway, as are piping prefabrication activities in the workshop. The Project is 55% complete overall. Mechanical completion of the works is expected by May 2023, and performance testing is expected by August 2023, followed by a 24-month warranty period.

Directors’ Report

33

BIR SEBA (Algeria) June 2020, Tecnimont S.p.A. was awarded an EPC contract for the completion of the "Bir Seba Phase II and Mouiat Outlad Messaoud Field Development" project in Algeria by Groupement Bir Seba. Groupement Bir Seba comprises the state agency Sonatrach, Petrovietnam Exploration Production Corporation and PTT Exploration & Production Algeria, a subsidiary of the Thai national oil company PTTEP. The project will be executed at the oil fields in the Touggourt area, approx. 130km north-east of Hassi Messaoud. The contract value is approx. USD 400 million. The scope of work includes all Engineering, Procurement and Construction activities. The Project involves the expansion of the existing oil treatment plant by installing a new separation unit, to double the current capacity to 40,000 barrels of oil equivalent per day. The project also includes the installation of gas lift and water injection systems, the installation of 2 additional collection facilities and more than 400 km of hydrocarbon transport pipelines to connect the production wells to the treatment plant. The project is expected to be completed 40 months after the contract’s date of entry into force.

ANWIL (Poland) acquired in June 2019 by the client ANWIL. The scope of contractual works, on a Lump Sum Turn Key basis, includes Engineering, Procurement, Construction, Precommissioning, Commissioning and Start Up for the building of a new granulation plant at the industrial complex located in Wloclawek in Poland. Engineering and Home Office Services activities are 100% complete, with procurement 99.1% complete, while construction is 63.5% complete. The project is 84.9% complete overall. The plant is scheduled for completion (take over) in February 2023.

KALLO (Belgium) acquired in March 2019 by the client BOREALIS. The scope of project works includes the supply of Project Management Services, Detail Engineering, Procurement, Construction Management, Pre-commissioning and assistance for the Commissioning and Start-Up activities for a new propane dehydrogenation (PDH) plant to be located at the existing Borealis production site in Kallo, Belgium. Engineering activities are 99.8% complete, with Procurement Services activities at 99.8%, while construction is 35.4% complete. The project is 71.8% complete overall. The mechanical completion of works is contractually established for April 2022, with the plant start-up in August 2022 and issue of the Final Acceptance Certificate within 33 months from January 2022. The project-completion dates are being revised together with BOREALIS due to the impact of COVID-19 and accumulated Vendor and Contractor delays at the site.

VOLGAFERT (Russia), an EPC contract for the construction of a Granulated urea plant at the Kuibyshevazot industrial complex (in Togliatti, in the region of Samara, Russia). The client is Volgafert LLC, a special-purpose company owned by Kuibyshevazot, a leading producer of fertilizers and caprolactam, and METDEV1 S.r.l. (with a minority interest), a Maire Tecnimont Group company in which an interest is held by Simest S.p.A. (part of the CDP Group, which supports the international investments of Italian companies). The scope of the project includes the provision of engineering services, equipment and materials and construction until inspection, start-up and the performance tests, for a granulated urea facility with a capacity of 540,000 tons a year. Home office activities are 99.9% complete, with manufacturing and delivery at 99.9%, while construction and pre-commissioning are 86.0% complete. The project is 92.0% complete overall. Project completion is scheduled for the second quarter of 2022.

SOCAR (Azerbaijan), in February 2018, Tecnimont S.p.A. and KT–Kinetics Technology S.p.A. were awarded by the client SOCAR (State Oil Company of Azerbaijan Republic) Heydar Aliyev Baku Oil Refinery, an EPC (Engineering, Procurement, Construction) Lump Sum contract concerning a significant portion of the works for the modernization and reconstruction of the Heydar Aliyev refinery in Baku (Azerbaijan). Home office activities are 99.9% complete, with manufacturing and delivery of materials at 99.7% and construction and pre-commissioning activities are at 89.2%. Commissioning activities are 4.5% complete. The project is 95.7% complete overall. The Provisional Acceptance Certificate (PAC) is expected by December 31, 2022, in accordance with the Settlement and Amendment Deed signed on December 11, 2020.

Directors’ Report

34

JSC Gazprom Neft – OMSK (Russia) February 2018, Tecnimont S.p.A. and its subsidiary MT Russia LLC (previously Tecnimont Russia LLC) were awarded by JSC Gazprom Neft – Omsk Refinery an EPCm (Engineering, Procurement, and Construction management) contract for the execution of the “Delayed Coking Unit” (DCU) project at the Omsk Refinery in the Russian Federation. The contract covers Engineering and Procurement on a Lump Sum basis and Construction Management services on a reimbursable basis. Activities related to the EP contract are substantially complete (99.87%), except for issue of the As Built documentation and delivery of the remaining bulk material inventories related to commissioning. Construction (which is outside Tecnimont’s scope of work) is 95.6% complete and the Mechanical Completion Milestone will be achieved imminently. Commissioning is underway, with progress currently at 65.3%. The project is currently scheduled for completion by the first quarter of 2022 (RFSU). Closure of the contract is currently being reviewed with the client, both with regard to the construction management services (completion expected in mid-2022, including start-up support services) and the Final Settlement between the parties.

JGSPC – (Philippines), March 2018, Tecnimont S.p.A. and its subsidiary Tecnimont Philippines Inc. were awarded, as part of a joint venture with JGC Philippines (Tecnimont Philippines 65% - JGC Philippines 35%), a Lump Sum EPC contract by JG Summit Petrochemical Corporation (JGSPC). The project involves the construction of a new high-density polyethylene unit (HDPE) and the extension of a polypropylene (PP) unit. The units will be located 120 km from Manila, in Batangas City (Philippines). Engineering is 100% complete, with material procurement at 100%, while construction is 96.6% complete. The total advancement of the project is 98.8%. “Ready for Commissioning” is expected by May 2022.

BOROUGE PP5 (United Arab Emirates), acquired in July 2018 from the client Abu Dhabi Polymer Company (Borouge). The scope of the project consists of EPCC (engineering, procurement, construction and commissioning) activities for a new polypropylene unit (PP5 project) in Ruwais (Abu Dhabi), United Arab Emirates. Works are substantially complete (home office, manufacturing & delivery, construction and pre-commissioning/commissioning are 100% advanced). Tecnimont is still present on site to provide client assistance for plant start-up (expected by the end of February).

HMEL (India), acquired in August 2018 in a consortium between Tecnimont S.p.A. and its Indian affiliate Tecnimont Private Limited, from the client HMEL, a JV between HPCL (Hindustan Petroleum Corporation Limited) and Mittal Energy Investment Pte Ltd. The contracts in question are two EPCC (engineering, procurement, construction and commissioning) contracts for the construction of a new high-density polyethylene (HDPE) unit and a new polypropylene (PP) unit. The units are installed in Bathinda, northern India. Both have reached substantial mechanical completion. Engineering activities for the HDPE plant are 100% complete, as are the home-office services for material procurement (manufacturing and delivery at 100%), while construction is 100% complete. The project is 98% complete and ready for final commissioning. Engineering activities for the PP plant are 100% complete, as are the home-office services for material procurement (manufacturing and delivery at 100%), while construction is 100% complete. The project is 98% complete and ready for final commissioning. Following client-induced delays in providing utilities for mechanical completion and feedstock, the commissioning phase and subsequent start-up are scheduled for H2 2022, with performance testing within 12 months of mechanical completion (or 42 months from the contract award date), followed by a mechanical warranty of 12 months.

ZCINA – SONATRACH (Algeria), acquired in November 2018 from the client Sonatrach, involves the construction of a fourth LPG production train with a capacity of 8 MMS m3/day. The fourth train will be located within an existing facility in the Hassi Messaoud area, approximately 900 km to the south of Algiers. The project was acquired on a lump-sum basis and includes engineering services, material procurement, construction and commissioning. Engineering was completed in May 2021, procurement in October 2021 and material transport in December 2021. Construction is still underway and is 78% complete. Specifically, on-site activities continue with the completion of civil works (97%), the installation of metal structural works (99%), the installation of equipment (92%), the installation of piping (79%) and the installation of electro-instrumental works (66% and 29% complete respectively). Construction on the electrical substation is complete. The Provisional Acceptance Certificate (PAC) is expected to be awarded by August 2022.

Directors’ Report

35

EXXON MOBIL - BAYTOWN (USA), acquired in January 2018 by Tecnimont US in a consortium with the US construction partner Performance Contractors Inc. The contract, on a reimbursable basis, was awarded by Exxon Mobil. The project involves the construction of two units (an SPU - Solution Polymer Unit and an LAU - Liquid Alpha-olefin Unit) in Baytown (Houston, TX, USA). In April 2019, the project, which began as a FEED contract, was converted into an EPC (engineering, procurement and construction) contract in which Tecnimont USA is responsible for the EP component only. In mid-2020, Exxon announced the temporary, gradual slowdown of construction before suspending all activities at the beginning of 2021, placing them in a condition known as "safe parking” and permitting only essential activities deemed necessary to protect completed works. As for EP, engineering was essentially complete in Q3 2020, while procurement and post-order activities, including delivery of previously procured materials and equipment, were substantially completed in Q4 2021. Also in Q4 2021, the project finally recommenced at full capacity and construction is currently scheduled to be completed by mid-2023.

AMUR (Russia) Tecnimont S.p.A., as majority leader of the consortium including MT Russia LLC (previously Tecnimont Russia LLC), the Chinese company Sinopec Engineering Group (SEG) and its subsidiary Sinopec Ningbo Engineering Corp., signed in June 2017 a contract with JSC NIPIgaspererabotka (NIPIGas), a general contractor of Gazprompererabotka Blagoveshchensk LLC, part of the Gazprom Group. Once completed, GPP Amur will be one of the largest gas treatment plants in the world, with a natural gas treatment capacity of 42 billion cubic meters per year and constituting a fundamental element of Gazprom’s strategic plan for the supply of natural gas to China. The contract concerns the execution of package No.3 for the Amursky (AGPP) gas treatment plant, comprising the utilities, off sites and plant infrastructure, which is being constructed close to the city of Svobodny, in the Amur district. The scope of the work assigned to Tecnimont S.p.A. and MT Russia includes engineering, procurement, construction, commissioning and performance test activities for the completion of utilities, offsites and infrastructure for the Amur GPP project. At the end of 2020, an agreement was signed with JSC NIPIgazperabotka establishing an additional sum in order to accelerate the work needed to mitigate the impact of the COVID-19 pandemic. This additional sum was set at approximately Euro 500 million. Engineering is 100% complete, with material procurement at 99.8%, while construction is 86.1% complete. The project is 91.5% complete overall. Project completion is scheduled for the end of 2023.

HDPE MALAYSIA – PETRONAS (Malaysia), in November 2016 the Tecnimont Group was awarded - as part of a joint venture with China HuanQiuContracting & Engineering Corporation L.td. - (HQC) an EPCC Lump Sum Turn Key project for the construction of a high density polypropylene unit for the RAPID (Refinery and Petrochemical Integrated Development) complex by PRPC Polymers Sdn Bhd (PRPC Polymers) - (“PETRONAS”) Group. The HDPE unit, based on the Hostalen Advance Cascade Process (HACP) technology of Lyondel Basell, will have a capacity of 400 tons/year and will be constructed at the RAPID complex, located in Pengerang, South-Eastern Johor, Malaysia. The project includes engineering services, the provision of equipment and materials and construction until the start-up of the plant and the performance tests. EPCC activities were concluded with the formal acquisition of the Ready for Start-Up (RFSU) certification in December 2020. Because the Client has not made the feedstock available, the plant is currently in storage, and the start-up and performance-demonstration phases to obtain the Provisional Acceptance Certificate (PAC) for the plant are expected to be completed in the third quarter of 2022, assuming that the client provides the feedstock in the second quarter of 2022. Provisional acceptance of the facility (PAC) will be followed by a warranty period that will expire at the end of December 2022, after which the final acceptance certificate (FAC) will be issued.

PP MALAYSIA – PETRONAS (Malaysia), in November 2015 the Tecnimont Group was awarded - as part of a joint venture with China Huan Qiu Contracting & Engineering Corporation L.td. - (HQC) an EPCC Lump Sum TurnKey project for the construction of two polypropylene units for the RAPID (Refinery and Petrochemical Integrated Development) complex and for PRPC Polymers Sdn Bhd (PRPC Polymers) - Group (“PETRONAS”). The two units will be constructed at the RAPID complex, located in Pen Gerang in South-East Johor, Malaysia. The project includes engineering services, the provision of equipment and materials and construction until the start-up of the plant and the performance tests. EPCC activities were concluded with the formal acquisition of the Ready for Start Up (RFSU) certification for the two units (March ‘19 for the first and June ‘19 for the second). Due to the client’s lack of feedstocks for extended periods, the start-up and performance demonstration phase is being protracted beyond all expectations: to date, all three performance test runs (PTRs) for the first unit have been completed with fully successful results, and both units are currently in storage. The testing needed in order to obtain the Provisional Acceptance Certificate (PAC) for the plant is expected to be completed in the third quarter of 2022, assuming that the client provides the feedstock in the second quarter of 2022. Provisional acceptance of the facility (PAC) will be

Directors’ Report

36

followed by a warranty period that will expire at the end of December 2022, after which the final acceptance certificate (FAC) will be issued.

OMAN OIL REFINERIES and PETROLEUM INDUSTRIES COMPANY - SAOC (ORPIC) (Oman), for the construction of 2 polyethylene plant and a polypropylene plant, in addition to the associate utilities. The contract relates to one of the four packages comprising the Liwa Plastic Complex (LPIC) Project. The units will be located in the Sohar Industrial Port Area. The project, announced in December 2015, received Notice-to-Proceed on May 4, 2016 and has a duration of 44 months. The project includes engineering services, the provision of equipment and materials and construction until testing, start-up and the performance tests. Project activities are complete. Contractual handover of the plant downstream of the Performance Tests originally scheduled for January 4, 2020 has been delayed due to the client's inability before 2021 to provide sufficient feedstock to operate the various units simultaneously. Performance testing was completed in H1 2021 and the Initial Acceptance Certificate for the entire facility was issued by the client on July 29, 2021. The contractual warranty period expired on December 31, 2021, except as regards certain equipment for which the period will be extended.

SOCAR POLYMER HDPE (Azerbaijan) In December 2015 Tecnimont S.p.A. and KT – Kinetics Technology S.p.A. agreed with SOCAR POLYMER a lump sum EPC 120 kTpY polyethylene plant construction contract in Sumgayit (30 KM north of Baku). This contract follows the order awarded in April 2015 by the same client Socar Polymer. The project includes engineering services, the provision of equipment and materials and construction until the start-up of the plant and the performance tests. Home office services have been completed, as has procurement/manufacturing (with the exception of the shipping of a small quantity of materials for replacements under warranty) and construction is complete. Performance tests were carried out, a PAC was issued on June 12, 2020 and an FAC was received on June 5, 2021. Closure of the remaining punch points and warranty defects is currently underway. The ordinary warranty period came to an end on June 12, 2021, whereas the extended warranty remains in effect for the equipment and materials that underwent changes during the warranty period.

SOCAR POLYMER PP (Azerbaijan) In April 2015 Tecnimont S.p.A. and KT – Kinetics Technology S.p.A. agreed with SOCAR POLYMER a lump sum EPC 180 kTpY polypropylene plant construction contract in Sumgayit (30 KM north of Baku). The project includes engineering services, the provision of equipment and materials and construction until the start-up of the plant and the performance tests. Home office services, procurement, manufacturing and construction are complete. The start-up and performance tests have been completed. The PAC was delivered on July 31, 2019. Final Acceptance was issued on October 20, 2020. Since the warranty period had expired, the warranty bonds were returned to Tecnimont.

ADGAS (United Arab Emirates) On February 3, 2015, Tecnimont S.p.A., in consortium with the company Archirodon, received from the Client ABU DHABI GAS LIQUEFACTION COMPANY LTD (ADGAS) the “Letter of Award”, followed on March 12, 2015 by the signing of the Signature Agreement, for construction of the Package 1 IGD Expansion Project in Abu DhabiDasIsland, United Arab Emirates. The project involves EPC operations until the Performance Tests for the expansion of the existing plant on the island. Tecnimont’s role principally centers on expansion of the gas drying plant with the installation of an additional unit and related structures, while Archirodon will be involved in the preparation of the site with backfill and civil works and sea works along the western coast of Das Island for the above-stated expansion, including further preparation works upon the site with backfill for the IGD-E2 package (upcoming plant expansion project). The overall advancement of the project is 100%. The consortium Partner Archirodon has completed its works. Once the PAC had been issued and the end of the warranty period had been reached, the points raised during the warranty period were resolved with the exception of one point relating to painting, which is being negotiated with the client, together with the closure of the contract. Negotiations are in their final stages.

ADCO (United Arab Emirates) On December 11, 2014 Tecnimont S.p.A. signed an EPC contract with Abu Dhabi Company for Onshore Oil Operations (ADCO) for construction of phase III of the Al Dabb’iya Surface Facilities project in Abu Dhabi, UAE. The project involves EPC operations until the Performance Tests for the expansion of the existing plant - including in particular: the collection of crude oil through a pipeline network; a Central Process Plant (CPP); the relative oil and associated gas export pipeline. Engineering, procurement and construction have been completed, together with the test run. The provisional acceptance certificate (PAC) has been received and the facility has entered the warranty period, which ended in September 2020. In the second half of 2021, the points under warranty were discussed during negotiations with the client to definitively close the contract.

Directors’ Report

37

Punta Catalina (Santo Domingo) In November 2013 Tecnimont S.p.A. - in consortium with Construtora Norberto Odebrecht S.A. and Ingenieria Estrella S.R.L. - was awarded the construction of a strategically important industrial complex for the country’s development (a coal fired thermal power plant, an offshore terminal and other related structures). The client is CDEEE, the Dominican Republic national electricity company. The project involves the construction of two coal fired 360 MW plant in Punta Catalina, Dominican Republic. The EPC contract was signed in April 2014, with effective date set retroactively as February 7, 2014. Tecnimont will undertake all engineering works (except for the offshore marine and transmission line works), the procurement of the power island equipment and commissioning and delivery of the plant with the relative acceptance tests. The start-up of the first unit, with synchronization with the national electrical grid of the Dominican Republic, was achieved on February 27, 2019. The start-up of the second unit took place on September 29, 2019. The PAC for the first unit was received on October 4, 2019, while the PAC for the second unit was received on April 24, 2020. Simultaneously to the PAC for the second unit, the delivery process for the Punta Catalina power plant to the Client was completed, which from this date assumed full responsibility for the operation and maintenance and the relative care and custody of the plant. On October 4, 2020, following the 12-month warranty period of the first unit, the consortium notified the client of having met the conditions for issuing the Final Acceptance Certificate (FAC). The 12-month warranty period for the second unit ended on April 24, 2021, and the Consortium submitted a request for the second and final FAC. Negotiations with the client to definitively end the project are ongoing.

KIMA (Egypt) The Lump Sum Turn Key contract was acquired on October 30, 2011 from Egyptian Chemical & Fertilizers Industries – KIMA, an Egyptian chemical sector group. The contract involves the construction of a new fertilizer complex for the production of ammonium with a capacity of 1,200 tons per day, and of Urea with a production capacity of 1,575 tons per day and relative services. The plant is installed within the existing industrial district in the Assuan region (Northern Egypt). Due to the current political/social situation in Egypt, client operations have slowed significantly for the sourcing of funding for the initiative. The situation was successfully resolved at the end of 2015 with the finalization of credit lines by the client and an increase in Tecnimont’s contractual value. In January 2016, recommencement of the project was declared. Construction concluded in 2019 and commissioning was underway in 2020. The plant performance test was successfully completed on March 22, 2020, and the PAC was signed on April 26, 2020. On that same date, the 12-month warranty period began, after which the Final Acceptance Certificate (FAC) will be issued. In September 2020, the CO2 compressor (20-K102) was tripped, after which the plant gradually shut down. A specialized third-party company investigated the root cause, which was identified and attributed to a vendor, in light of which negotiations are ongoing with the client. These have led to a general consensus regarding the contents of the Settlement Agreement for the definitive completion of the contract and the insurance process.

LDPE NOVY URENGOY (Russia) - acquired in May 2010 from the Operator C.S. Construction Solution (UK) Limited with End Client Novy Urengoy GCC (Gas and Chemical Complex). The contract concerns the provision of materials and assistance by TCM personnel. 27 orders were issued. The contract is currently suspended and instructions from the client are awaited for the re-uptake and continuance of the works.

TOTAL RAFFINAGE CHEMIE – HORIZON Project – ISBL Package (France). On March 30, 2020, KT - Kinetics Technology S.p.A. acquired the contract for the EPCC lump sum basis supply of the following units: Vacuum Gasoil Hydro-Treatment Unit (licensed by Axens), Sour Water Stripper, Utilities/Auxiliaries, Technical Buildings, at the Donges refinery in France. The effective date is preceded by an Early Works phase lasting 3 months. The contract value is Euro 179.168 million, plus Euro 1.5 million from the early works phase and the sum of Euro 0.7 million for the currently approved change orders. The main contractual dates are the following: all systems commissioned within 36 months of the ED, completion of all works within 38 months of the ED and PAC at the latest 12 months from the completion certificate. The scope of the work involves: detailed engineering; procurement and delivery of all materials, including compressors already negotiated by the client; all construction activities (total site preparation up to RFSU; supply of spare parts for putting into service and start-up of the plant; commissioning; assistance during start-up (on a refundable basis); supply of as-built documentation; supply of maintenance and operating manuals; training of plant operating personnel. Engineering was 96.1% complete by the end of December 2021, procurement and construction were 73.4% and 9.3% complete respectively, while overall progress is at 49.9%. Material acquisition is nearly complete, except for some bulk material orders following the latest MTOs. TCF and pile activities are complete, while civil works, erection of metal structures and of the first units, and in-shop prefabrication of piping are ongoing. The electro-instrumental contract will be finalized shortly. The milestone of crossing the railway (which involved blocking the TGV temporarily) to allow the reactors to be transported was successfully achieved on schedule.

Directors’ Report

38

ICA FLUOR DANIEL – NO. 3 DCU FURNACES FOR DOS BOCAS REFINERY (Mexico). On November 20, 2020, KT - Kinetics Technology S.p.A. received the contract for the EP portion of 3 delayed coker furnaces (BA-31001/02/03) designed by Bechtel to be installed at the Dos Bocas Refinery in Mexico. This contract was preceded by early engineering works, and the amount of the new contract is Euro 54.5 million. Contract delivery is CIF Dos Bocas within 17 months of the effective date. Engineering and procurement work is nearing completion, with progress at the end of December 2021 standing at 97.1% and 83.5%, respectively. Overall project progress at the end of December 2021 was 83.9%.

INA-INDUSTRIJA NAFTE - RIJEKA REFINERY UPGRADE PROJECT (RRUP) (Croatia). On January 4, 2020 KT - Kinetics Technology S.p.A. was awarded an EPC contract on a Lump Sum Turnkey basis by INA-Industrija Nafte, d.d. (INA) for a new Delayed Coking complex at the Rijeka refinery in Croatia as part of a modernization project for the refinery itself. The contract provides for the supply of the following units on an LSTK basis: 1. A first batch, defined as Greenfield Work: Delayer Coker Unit (Unit 384 - DCU), Amine Regeneration Unit (Unit 387 - ARU), Sour water stripper Unit (Unit 388 - SWS) and Coke Port with Handling & Storage System; 2. A second lot, defined as Brownfield Work: DCU area preparation, including ground movement and relocation; Sulphur Recovery Unit 2nd Train (Unit 379 - SRU); Hydrocracker Unit Revamping (Unit 376 - HCU); DCU Outside Battery Limit (OSBL). The scope of the work involves: Detailed engineering; Procurement and delivery of all materials; Inspection; All construction activities including site preparation (removal of existing underground and above ground material, geotechnical analysis and topographic survey); All construction activities up to the Ready for Start up phase; Supply of spare parts for putting into service and start-up of the plant; Reaching "Ready for start-up" status; Assistance during the plant start-up phase (on a reimbursable basis); Supply of documentation as built; Supply of maintenance and operating manuals; Training of plant operating personnel. The contract value is Euro 449.9 million, plus Euro 1.0 million for the currently approved change orders. The MC and RFSU are contractually defined as 38 and 41 months respectively from the contract’s entry into force. At December 31, 2021, engineering and procurement activities were 91.5% and 62.7% complete respectively, and construction progress stands at 11.6%. Overall progress for the project is 35.2%.

MIDOR REFINERY EXPANSION (Egypt), KT–Kinetics Technology S.p.A. was awarded by Technip Italy, an EP works project for the expansion of the Middle East Oil Refinery (MIDOR), in Alexandria, Egypt. The expansion is aimed at increasing the refinery’s capacity from 100,000 to 160,000 BPSD, together with product quality (Euro 5). KT has been identified as a subcontractor for some units of this project (lump-sum EPC awarded to Technip Italy for a value of USD 1.7 billion). KT's share is Euro 67.6 million, plus Euro 0.6 million for approved change orders. The terms of delivery are within 22 months of the Effective Date, whereas the term of the entire contract (Expanded Plant) is 42 months from February 21, 2019, to be considered the Effective Date of the Supply Contract between MIDOR and TPI. Overall progress at the end of December 2021 was 99.5%. As required under the contract, KT is present on site to provide assistance to the construction contractor for local Engineering, Procurement, Erection, Pre-Commissioning, Mechanical Completion and Ready for Commissioning, Commissioning, Start-Up, Initial Operation and Performance Test, up to Provisional Acceptance of the plant.

FCC REVAMPING – LUKOIL- BURGAS (Bulgaria), KT– Kinetics Technology S.p.A. has received an order from LUKOIL NEFTOHIM BURGAS for the supply of revamping of the FCC unit licensed from UOP on an LSTK (EP) basis. The project has particular commercial significance as a fundamental step to obtaining a competitive advantage in the award of the revamping of the polypropylene plant at that same petrochemical complex. The scope of the work involves: Engineering, consisting in process design on the FCC unit and detailed engineering design; Supply of equipment and bulk materials; Construction, consisting in the dismantling of process equipment to be replaced; and Installation and connection of the new equipment and addition of the necessary equipment. The initial contract value is Euro 41 million, plus Euro 2.5 million for the currently approved change orders. Overall progress for the project at the end of December 2021 was 99.4%. Activities scheduled during the refinery shutdown, which was moved at the request of the client from the original date of March 1, 2021, have been completed. Some COs are under discussion for additional purposes.

Directors’ Report

39

LUANDA REFINERY GASOLINE (Angola), KT–Kinetics Technology S.p.A. and Eni Angola Exploration B.V. signed a contract for an LSTK (EPC) project to modernize the refinery in Angola. The units governed by the contract are: New Naphtha Hydrotreating (NHDT) unit; New Naphtha Splitter; and New Platforming Unit. The contractor’s full scope of work primarily includes: (Basic Design; detail engineering; procurement and delivery of all process equipment and bulk materials; supply of first-filling of chemicals; supply of first-filling of catalysts for the NHDT unit; all construction activities up to mechanical completion of the facility; and pre-commissioning). The initial contract value is approximately USD 211.5 million, plus USD 7.5 million for currently approved change orders. The facility must be ready for commissioning in 26 months. Engineering and procurement are complete, while construction progress stood at 71.9% at year end 2021. Overall progress is 84.5%. A contract amendment relating to several change orders for the extension of the original scope requested by the client is currently being finalized.

LUKOIL – Nizhegorodnefteorgsintez (Russia) October 2017 KT – Kinetics Technology S.p.A received two orders from OOO LUKOIL NIZHEGORODNEFTEORGSINTEZ. The first for the Detailed Engineering of the HDT and HPU units including Hazop, Sil, 3D Model, supply of Long Lead Items and transport and customs clearance. The contractual value is Euro 105 million. The second for the engineering and supply of Long Lead Items (LLI), on a lump sum basis, for two Sulphur Recovery and HC Gas Fractionation units. The scope of works involves the Detailed Engineering of the SRU and GFU units including Hazop, Sil, 3D Model, supply of Long Lead Items (transport and customs clearance included). The contractual value is Euro 28 million. Both projects shall be executed at the Kstovo refinery in Russia. On July 20, 2018, Lukoil signed a contractual amendment concerning the supply of materials and construction activities. With this amendment, the overall contractual value totals approx. Euro 449 million. A further amendment was then finalized concerning the release of the contractual option for catalysts and chemicals. The total value of the two projects is Euro 15.9 million, and a change order relating to commissioning and start-up was also finalized for a value of Euro 19 million. A change order regarding the recognition of COVID-19-related costs was also accepted. Combined overall progress on the two projects was 95.5% at the end of December 2021. Engineering, procurement, and post-order works have been completed. Cumulative construction is 97.1% complete and commissioning progress is 3.7%. Amendments were finalized that changed the delivery deadlines, moving the Ready for Start-up for GFU to January 31, 2022, HDT and HPU to March 1, 2022, and SRU to March 30, 2022.

BELAYIM PETROLEUM COMPANY (PETROBEL) ZOHR DEV. PROJECT PHASE 2 - MODULAR SRU/TGT/SCRUBBER (Egypt) PETROBEL confirmed KT – Kinetics Technology S.p.A as supplier in Phase 2 of the ZOHR project for the construction of nine sulfur units (Claus units, Tail gas treatment, SO2 Scrubber). The total value of the contract is USD 93.2 million, in addition to Change Orders. The engineering activities are largely based on the duplication of phase 1. Deliveries shall be made in lots in the months of December 2018 and January 2019. The bonus for early material delivery has been achieved. As has already happened for phase 1, support services for the construction phase have been executed upon request of the client. Initially scheduled for March 2020, the test run has been postponed, upon request, due to the COVID-19 emergency. The date has yet to be set.

INA-INDUSTRIJA NAFTE - RIJEKA REFINERY - PROPANE/PROPYLENE SPLITTER (PPS), STORAGE & INTERCONNECTING (Croatia) KT – Kinetics Technology S.p.A was awarded an EPCC contract (Engineering-Procurement-Construction-Commissioning) for a value of Euro 57.5 million for a new Propane Propylene Splitter (PPS) plant with a 10 t/h capacity including storage and inter-connecting, at the INA Rijeka refinery in Croatia. The contract was awarded by INA Industrija Nafte, one of the main Croatian groups in the industrial sector. The PPS project relates to the production of Polymer Grade which will supply the MOL Poly Propylene complex in Hungary. This important contract confirms the trust installed in KT - Kinetics Technology S.p.A.’s capacity by this major client, following the previous EPC projects implemented with success and based on the HPU technology in the Rijeka Refinery and SRU in the Sisak Refinery. The value of the contract, amounting to Euro 5 million, was amended following the final settlement agreed with the client regarding all claims made over the course of the project. Overall progress for the project at the end of December 2021 was 100.0%. Final Mechanical Completion was achieved on February 9, 2021 (following Mechanical Completion of the priority 1 portion in July 2020). Certification by the authorities for plant handover to the client is being finalized.

Directors’ Report

40

HPCL MUMBAY REFINERY EXPANSION PROJECT – HYDROGEN GENERATION UNIT (India) KT - Kinetics Technology S.p.A. - in consortium with Tecnimont Private Limited - was awarded a contract with an equivalent value of Euro 87.7 million for LEPCC (License-Engineering-Procurement-Construction-Commissioning) of a new hydrogen production unit with capacity of 91,000 Nm3/h (HGU) which is part of the refinery expansion project at Mumbai (MREP), Maharashtra, India. This contract was awarded by Hindustan Petroleum Corporation Limited (HPCL). The project is focused on increasing refinery capacity up to 9.5 MMTPA but also to producing BS-VI fuel in compliance with environmental requirements in force from 2020 in India. Overall progress on the project at the end of December 2021 was 99.9%. Mechanical Completion was reached on April 30, 2021. Hydrogen production began on December 3, 2021, and the plant currently operates at between 30 and 50 percent capacity, depending on availability of the charge and client demand.

Other projects: all actions necessary on projects under completion and other minor engineering and services contracts are being taken.

ANALYSIS OF THE ‘GREEN ENERGY’ BUSINESS UNIT BACKLOG

The Backlog at December 31, 2021 compared with the previous year is as follows:

Change December 2021 vs December 2020

(In Euro thousands)

Backlog at 31.12.2021

Backlog at 31.12.2020

Total

%

Green Energy

269,275

217,508

51,767

23.8%

269

218

0

50

100

150

200

250

300

2021

2020

'Green Energy’ Backlog (Euro millions)

Directors’ Report

41

The Green Energy BU backlog at December 31, 2021, was Euro 269.3 million, up Euro 51.8 million on the previous year. New projects for the Green Energy BU mainly concerned new contracts and change orders and project variants in infrastructure, maintenance services and energy efficiency, as well as orders acquired by NextChem, the Maire Tecnimont Group subsidiary operating in green energy and technologies to support the energy transition.

The following agreements were also announced during 2021 in this area:

•a Front-End Engineering Design contract with a concurrent Memorandum of Understanding with Essential Energy USA Corp. to build a new biorefinery in South America for renewable diesel production;

•an agreement with Agylix Corporation, active in the advanced recycling of post-consumer plastics, to support the development of advanced chemical recycling facilities worldwide;

•a memorandum of understanding with Adani Enterprises Ltd. for the development of projects focusing on the production of chemicals, ammonia and hydrogen from renewable sources in India;

•an agreement with MC TAIF JSC (TAIF) for the co-development of a new biodegradable polymers plant in the Tatarstan Republic (Russian Federation);

•an agreement with Oserian Development Company to develop a renewable-fuelled fertilizer plant in Kenya;

•an agreement with Mytilineos to conduct a feasibility study for the development of a green hydrogen production plant in Italy;

•a Front-End Engineering Design contract with TotalCorbion for a Polylactic Acid manufacturing facility in France;

•a Front-End Engineering Design contract with TotalEnergies for a Sustainable Aviation Fuel manufacturing facility in France;

•an agreement with Greenfield Nitrogen LLC for the development of the first green ammonia plant in the Mid-West of the United States.

•an agreement with Acciaierie d'Italia for a feasibility study on the use of circular gas (syngas) in the Taranto steelworks.

•a contract awarded by ENI for engineering works for a CO2 capture plant for emissions generated by the Casalborsetti natural gas plant in the province of Ravenna.

•a collaboration agreement with Paul Wurth, an SMS Group company, to promote the integrated use of electrolysis and synthesis gas production in the steel industry and, again with Paul Wurth, a subcontract (EP) on a lump sum basis for the construction of two units of Catalytic Partial Oxidation (CPO) reactor at an existing steel production plant in the Russian Federation.

PROJECTS IN PROGRESS

Renewable energy projects

Amistad, Wind Plant (Mexico), acquired in 2016 and under completion on behalf of a leading international utility company. The project, concerning the construction of the Amistad wind park, one of the largest in the country with an installed capacity of 200 MW, comprises three parts: the execution of civil works, with the delivery of the park access roadway, the internal roadways, the foundations and the platforms for the installation of 57 turbines and the medium-tension underground network; execution of electromechanical works, with detailed design, supply, installation, testing and entry into service of 5 high-tension electricity lines, 2 power stations and 4 collateral electricity stations; execution of civil works for the first extension of the Amistad wind park, with the construction of the foundations and the platforms for an additional 29 turbines, of the internal park roadways and of the medium-tension aerial network. The overall physical advancement is 100% complete. Negotiations with the client to definitively end the project are ongoing.

Directors’ Report

42

Metro Projects

Turin Metro – System Works (Turin, Italy). In March 2021, and despite the COVID emergency, Transfima Geie completed the system works for the Lingotto-Bengasi section of Line 1 of the Turin Metro, complying with the contractual terms established by the client Infratrasporti.To. On March 30, 2021, the Provisional Minutes of Acceptance (VCAPS)4 were signed, allowing the section to be commence operations from April. The Fermi – Cascine Vica section is a further extension of the line to the west and its contractual process is autonomous from the previous sections. The award of the section was governed on March 10, 2020 by a specific framework agreement (2nd Framework Agreement), divided into three addenda relating to the development and progress of the work: the first for planning, the second for strategic supplies and the third for commissioning. The 1st and 2nd Addenda were signed at the same time as the 2nd Framework Agreement. Design work began in 2021 in the course of the 2021. It is expected that if the civil works, which fall under the field of competence of other Contractors, continue to operate in line with general works planning, the operation of the worksite for the construction of the system infrastructure could start at the end of 2022. Infratrasporti.To's decision to migrate the signaling system from the analogue technology of the VAL 208 system to a digital system based on CBTC technology (a move that involved other market operators) had a significant impact on the works planned for the Fermi-Cascine Vica section. This resulted in a significant reduction in the scope of work provided for in the 2nd Framework Agreement signed on March 10, 2020, with the consequent separation of the signaling and automation supply works. In relation to the foregoing, on September 15, 2021 Transfima Geie signed a specific Amendment Agreement to the 2nd Framework Agreement with Infratrasporti.To. The activity relating to the five-year contract signed in April 2018 continued with regard to technical assistance and maintenance of Line 1. The contract covers all previously existing activities (technical assistance and level 3 maintenance of the technological components at line 1 of the Turin Metro, Collegno - Lingotto section) in addition to maintenance, Levels 1 and 2, of the IT network and the resolution of a number of obsolescence issues.

Turin Metro – Line 2 Engineering (Turin, Italy). Acquired in December 2017 in consortium with leading engineering enterprises, the contract involves the preliminary engineering of Line 2 on the Turin Metro and the drafting of a feasibility study for its extension. The client is the Municipality of Turin. The final delivery was made to the Municipality of Turin in December 2019: the project was validated with formal approval by the Municipal Council in January 2020. At December 31, 2021 there are still activities in progress relating above all to the environmental aspect, which will continue for several months.

Civil and industrial projects

Alba-Brà Hospital (Verduno, Italy) - acquired in November 2005 under a “construction and management” contract signed with ASL CN2. On October 3, 2019, a certificate of completion of the work was issued, in which it is attested that minor work remained to be done in the following 60 days, in accordance with the contracting code. For reasons beyond the concessionaire’s control, the minor work in question extended over a period in excess of the 60 days indicated in the work completion memorandum. Following the final inspection carried out on February 28, 2020, on March 25, 2020, the report of early delivery was signed between the Licensee (MGR Verduno 2005 S.p.A., now Genesi Due S.p.A.) and the Grantor, making it possible to use part of the hospital facility to handle the COVID-19 emergency. On May 1, management of works began, assigned to the company HISI Management S.r.l., with which MGR has stipulated a contract for the provision of services. On November 11, 2019, Maire Tecnimont S.p.A. and HISI S.r.l. signed an agreement for the sale of MGR Verduno 2005 S.p.A.. The agreement stipulated, as a first step, the immediate transfer of the majority shareholding of MGR and, subsequent to the fulfilment of certain standard clauses for such transactions, the transfer of the remaining stake. On June 5, 2020, “Closing 1” took place for the sale by Neosia S.p.A (now MST S.p.A). to HISI S.p.A. of 50.003% of the share capital of MGR Verduno 2005 S.p.A., involving class A shares. Neosia S.p.A. will maintain ownership of the remaining portion of the share capital comprising class B shares, although without administrative or Shareholders’ Meeting voting rights. As a result of “Closing 1” above, Neosia S.p.A. collected from HISI S.p.A. the amount of approx. Euro 9.5 million, with MGR Verduno 2005 S.p.A. deconsolidated following the loss of control of the vehicle company in 2020; “Closing 2” may take place by the end of 2022 following the conclusion of the testing works.

Directors’ Report

43

Avio Facility - (Colleferro, Italy), in July 2018, the EPC contract was signed for the construction of an industrial facility (Building 4026) in Colleferro for “motor expansion”. Two contractual addenda for the addition of further work were formalised in 2019, with the resulting extension of work completion times. At December 31, 2021, the cumulative amount of work progress is approx. 97%. The contract for the performance of the work on Building 4562 was signed on October 29, 2019, and the work commencement memorandum was drawn up on November 19. The cumulative amount of work recognized in the accounting books at December 31, 2021 is approx. 63%.

Real Estate Initiatives

“Birillo” University Complex - (Florence, Italy); a project financing scheme by the University of Florence undertaken by the subsidiary Birillo 2007 Scarl, it was necessary, in accordance with the agreement, to initiate in August 2011 an arbitration procedure to rebalance the financial terms of the initiative. In 2016, the parties sought to reach an amicable settlement of the disputed matters and set out solutions to complete the initiative. The structure elevation works have been completed and the sampling works on the frontage has begun. On August 29, 2019, the partial completion of works certificate was issued, certifying that on August 29, 2019 construction work on the RU Building had been completed, while on October 21, 2019 the report of works completion was issued, certifying that on October 15, 2019 all works including the DSU RU Building and the common parts of the two buildings had been completed. On October 21, 2019 the Site Manager drew up the Work Completion Memorandum for the Right to University Study Building and appurtenances, certifying completion of the works, except for completion of a series of items deemed of minor, entirely marginal importance, not affecting the functionality of the works, and set a date of November 8, 2019 for the completion of the said items. On November 29, 2019 the Office of the Public Contracts Manager received a courtesy copy of the Assessment Report, dated November 11, 2019, in which the Site Manager verified the completion of the work on the basis of the completion memorandum of October 21, 2019. On December 2, 2019 the Public Contracts Manager determined that the works had effectively been completed. Pursuant to Art. 8 of the contract of sale for the property to be constructed between Birillo 2007 Scarl and the Regional Authority for the Right to University Study, following the notice of completion of work from Birillo and the subsequent issuance of the Works Completion Memorandum by the Site Manager, on December 5, 2019 the Regional Authority for the Right to University Study launched the inspection procedure to assess that the work promised for sale had been duly executed. Technical/administrative tests took place in June 2020. The lease agreement with Campus X came into effect on September 1, 2019. In June 2021, the condominium was formed and a building manager was appointed.

Directors’ Report

44

7.Group balance sheet and financial position

The Maire Tecnimont Group key balance sheet highlights at December 31, 2021, and December 31, 2020, were as follows:

Maire Tecnimont Condensed Consolidated Balance Sheet

(In Euro thousands)

December 31, 2021

December 31, 2020

Change

Non-current assets

826,539

777,134

49,405

Inventories/Advances to Suppliers

478,531

484,928

(6,397)

Contractual Assets

2,325,370

1,928,600

396,770

Trade receivables

491,560

649,187

(157,627)

Cash and cash equivalents

677,100

705,327

(28,227)

Other current assets

410,923

375,645

35,278

Current assets

4,383,484

4,143,686

239,798

Assets held for sale, net of eliminations

0

Total assets

5,210,023

4,920,821

289,202

Group shareholders’ equity

493,252

412,836

80,416

Minorities Shareholders' Equity

34,098

35,442

(1,344)

Financial debt - non-current portion

448,937

567,189

(118,252)

Other non-current financial liabilities

179,865

198,570

(18,705)

Non-current financial liabilities - Leasing

107,113

115,139

(8,026)

Other non-current liabilities

139,928

154,321

(14,393)

Non-current liabilities

875,843

1,035,219

(159,376)

Short-term debt

136,426

118,308

18,118

Current financial liabilities - Leasing

21,276

20,756

520

Other financial liabilities

330

0

Client advance payments

867,666

649,360

218,306

Contractual Liabilities

392,571

577,386

(184,815)

Trade payables

1,891,718

1,706,534

185,184

Other current liabilities

496,843

364,649

132,194

Current liabilities

3,806,830

3,437,323

369,507

Liabilities held for sale, net of eliminations

0

Total Shareholders’ Equity and Liabilities

5,210,023

4,920,821

289,202

Directors’ Report

45

Maire Tecnimont Reclassified Condensed Consolidated Balance Sheet

(In Euro thousands)

December 31, 2021

December 31, 2020

Change 2021 - 2020

Non-current assets

826,539

777,134

49,405

Adjusted net working capital

(168,888)

(65,555)

(103,333)

Employee provisions

(10,792)

(10,489)

(303)

Net Capital Employed

646,859

701,090

(54,231)

Group net equity

493,252

412,836

80,416

Minority interest capital and reserves

34,098

35,442

(1,344)

Adjusted net financial position (*)

(8,880)

116,916

(125,796)

Lease financial liabilities - IFRS 16

128,389

135,895

(7,506)

Coverage

646,859

701,090

(54,231)

(*) As the Net Financial Position is not governed by the Group’s accounting standards, the Group calculation criteria may not be uniform with those adopted by other groups and, therefore, may not be comparable.

Total "Non-current assets" increased on the end of the previous year, mainly in terms of intangible assets for investments in progress in new software and related installations, with regards to initiatives related to the Digital Transformation program undertaken by the Group and the development of new technologies, particularly in relation to the Nextchem Group’s activities, and due to the increases of the mark-to-market of the derivatives undertaken to hedge the exposure to exchange rate and commodity risk cash flows for contract revenues and costs falling due beyond 12 months.

The adjusted Net Financial Position at December 31, 2021 reports a net cash of Euro 8.9 million, improving Euro 125.8 million on December 31, 2020.

Net working capital consistently improved over the first 3 quarters of 2021; cash was therefore generated thanks to operating activities on the main projects underway which were restarted and recognitions made for construction work carried out earlier, resulting in higher receipts for the period, the settlement of certain positions, which due to the pandemic had suffered a temporary interruption and finally thanks to the significant acquisition of new projects in 2021, with the collection of the related advances from clients which further benefitted cash flows.

Total consolidated Shareholders’ Equity, considering minority interests, at December 31, 2021 amounts to Euro 527,350 thousand, an increase of Euro 79,072 thousand compared to December 31, 2020.

The overall increase in consolidated Shareholders’ Equity reflects the consolidated net income for the year of Euro 80,471 thousand and the increase in the Cash Flow Hedge reserve of the derivative instruments, which mainly relates to the temporary mark-to-market gains of the derivative instruments to hedge the currency and raw materials risk related to the revenues and costs from the projects, net of the relative tax effect for Euro 24,645 thousand and of the reserve for the translation of items in foreign currencies, also in this case positive for Euro 12,307 thousand. The main reductions concerned the payment of the dividend approved by the Shareholders’ AGM of April 15, 2021, of Euro 38,122 thousand and the purchase of treasury shares in the year to service Maire Tecnimont stock-based remuneration and incentive plans adopted by the Company.

Directors’ Report

46

The Net Financial Position is outlined in the following table:

NET FINANCIAL POSITION

(in Euro thousands)

Note (*)

December 31, 2021

December 31, 2020

Change

Short-term debt

28.27

136,426

118,308

18,118

Current financial liabilities - Leasing

28.26

21,276

20,756

520

Other current financial liabilities

28.31

330

0

Financial instruments - Current derivatives

28.30

20,288

27,358

(7,070)

Financial debt - non-current portion

28.20

448,937

567,189

(118,252)

Financial instruments - Non-current derivatives

28.24

7,536

12,632

(5,096)

Other non-current financial liabilities

28.25

179,865

198,570

(18,705)

Non-current financial liabilities - Leasing

28.26

107,113

115,139

(8,026)

Total debt

921,771

1,060,283

(138,512)

Cash and cash equivalents

28.17

(677,100)

(705,327)

28,227

Temporary cash investments

28.15

(779)

(490)

(289)

Other current financial assets

28.15

(4,521)

(8,927)

4,406

Financial instruments - Current derivatives

28.14

(26,580)

(5,262)

(21,318)

Financial instruments - Non-current derivatives

28.6

(16,600)

(635)

(15,965)

Other non-current financial assets

28.7

(51,084)

(62,096)

11,012

Total cash and cash equivalents

(776,664)

(782,737)

6,073

Other financial liabilities of discontinued operations

28.18

0

Other financial assets of discontinued operations

28.18

0

Net Financial Position

145,107

277,546

(132,439)

"Project Financing - Non Recourse" financial payables

28.18, 28.20, 28.27

(8,559)

(9,577)

1,018

Other non-current assets - Expected repayments

28.8

(16,422)

(15,158)

(1,264)

Financial payables - Warrants

28.25

(617)

0

(617)

Finance lease payables IFRS 16

28.26

(128,389)

(135,895)

7,506

Adjusted Net Financial Position

(8,880)

116,916

(125,796)

(*) The notes refer to the paragraphs of the Explanatory Notes to the consolidated financial statements where the respective accounts are analyzed in detail.

As the Net Financial Position is not governed by the Group’s accounting standards, the Group calculation criteria may not be uniform with those adopted by other groups and, therefore, may not be comparable.

The adjusted Net Financial Position at December 31, 2021 reports a net cash of Euro 8.9 million, improving Euro 125.8 million on December 31, 2020.

The movement in the financial position in 2021 related to the decrease in the gross debt; in Q1 2021, in fact, the voluntary early repayment option on the Euro 20 million “2017-2023 Bond Loan” subscribed by Amundi Asset Management in April 2017 and with contractual maturity in April 2023 was exercised, while in Q2 2021 two tranches for approx. Euro 30 million of the medium/long-term loan for a nominal Euro 185 million from the subsidiary Tecnimont S.p.A. was settled. In addition, in 2021 current financial payables decreased due to the reduction in the use of credit lines to manage current commercial requirements and the use of working capital lines in support of short-term requirements within the framework of working capital management for several projects.

Directors’ Report

47

A further improvement in the financial position also followed the changes in the mark-to-market of derivative instruments, with a benefit of Euro 49.4 million, principally concerning derivative instruments hedging order revenue and cost fluctuations, the prices of some raw materials and to hedge the risk of fluctuations in the Maire Tecnimont share price mainly related to existing employee incentive plans.

Finally, cash and cash equivalents, which at December 31, 2021 amount to Euro 677.1 million, decreased Euro 28.2 million compared to December 31, 2020.

The main cash flow movements are reported below:

Cash Flow Statement

(In Euro thousands)

December 31, 2021

December 31, 2020

Change 2021-2020

Cash and cash equivalents at beginning of the year (A)

705,327

727,394

(22,067)

Cash flow from operating activities (B)

196,499

(20,587)

217,086

Cash flow from investing activities (C)

(31,016)

(14,783)

(16,233)

Cash flow from financing activities (D)

(193,710)

13,303

(207,013)

Increase/(Decrease) in cash and cash equivalents (B+C+D)

(28,227)

(22,067)

(6,160)

Cash and cash equivalents at end of the year (A+B+C+D)

677,100

705,327

(28,227)

of which: Cash and cash equivalents of Discontinued Operations

0

Cash and cash equivalents at end of year reported in financial statements

677,100

705,327

(28,227)

Operating activities generated cash in the year of Euro 196,499 thousand, continuing the improvement from Q2 2020; cash flows from operating activities include also income tax payments, which in 2021 totaled Euro 43,432 thousand.

As previously outlined, net working capital consistently improved over the first 3 quarters of 2021; cash was therefore generated thanks to operating activities on the main projects underway which were restarted and recognitions made for construction work carried out earlier, resulting in higher receipts for the period, the settlement of certain positions, which due to the pandemic had suffered a temporary interruption and finally thanks to the significant acquisition of new projects in 2021, with the collection of the related advances from clients which further benefitted cash flows.

Cash flow from investing activities however absorbed cash totaling Euro 31,016 thousand, mainly due to the net effect of disbursements related to new software and related implementations in connection with initiatives related to the Digital Transformation program undertaken by the Group, and further efforts for the development of new technologies and intellectual property rights (patents and licenses) mainly from Stamicarbon B.V and the Nextchem Group. Disbursements relating to tangible fixed assets mainly refer to projects to expand the industrial activities of the subsidiary MyReplast Industries S.r.l. and purchases of specific equipment for wifi infrastructures and accessory components for both head offices and work sites.

Directors’ Report

48

Financial management also in this case absorbed cash totaling Euro 193,710 thousand; as previously indicated, this follows the voluntary early repayment option on the Euro 20 million “2017-2023 Bond Loan” and the repayment of two installments of the medium/long-term loan for a nominal Euro 185 million of the subsidiary Tecnimont S.p.A for approx. Euro 30 million; in 2021 current financial payables also decreased due to the reduction of credit lines to manage current commercial requirements and working capital lines for the management of several projects, interest paid and the repayment of the capital portions of financial leasing payables.

Additional effects were due to the payment of the dividend approved by the Shareholders’ Meeting of Euro 38,122 thousand and the purchases of treasury shares for approx. Euro 5.5 million.

ALTERNATIVE PERFORMANCE INDICATORS

In compliance with CONSOB Communication No. 0092543 of December 3, 2015, indications are provided below in relation to the composition of the performance indicators utilized in this document and in the institutional communications of the Maire Tecnimont Group.

NET FINANCIAL POSITION the Group considers the net financial position as an indicator of the capacity to meet financial obligations, represented by the Gross Financial Debt less Cash and Other Cash Equivalents and Other Financial Assets. This Directors’ Report includes a table presenting the balance sheet utilized for the calculation of the Group’s net financial position.

In order to better indicate the real movements in the net financial position, in addition to the usual measure, the “adjusted net financial position” is also presented, which in Management’s view includes the value of the recovery from the events in India on the basis of legal opinions and the insurance companies from leading providers for protection against such events (as outlined in paragraph 28.8), and excluding both financial lease payables - IFRS 16 of Euro 128,389 thousand, which were recognized solely on the basis of applying IFRS 16; the“Non Recourse” financial payables which relate to the MyReplast Industries S.r.l. loan issued by Banca Popolare di Sondrio for the company’s Circular Economy operations and the financial payables for Warrants, in relation to which reference should be made to the “Accounting Policies - Warrants” section.

The net financial position is the sum of the following accounts:

Total Debt, which is a sum of the following accounts:

a. Medium/long-term and short-term payables inclusive of bank overdrafts, factoring payables and loans

b. Other current and non-current financial liabilities, including outstanding Bond loans

c. Current and non-current derivative financial instruments

Total Liquidity, which is the sum of the following accounts:

a. Liquidity

b. Current financial assets, including financial receivables from associates, Group companies and others, including accrued financial income

c. Non-current financial assets, including financial receivables from associates, Group companies and others, including the value of investments in non-consolidated companies and other companies, without including those considered as strategic in Pursell Agri-Tech, LLC.

d. current and non-current derivative financial instruments

Net financial position adjustments:

Non-inclusion of “Financing – Non Recourse”, IFRS 16 leasing payables and financial payables for Warrants and including assets related to the compensation of the events in India, as outlined above.

Directors’ Report

49

RELATED PARTY TRANSACTIONS MAIRE TECNIMONT GROUP

At December 31, 2021 the company’s receivables/payables (including financial) and cost/revenue transactions with related parties for the period are presented in the tables below.

31/12/2021

(in Euro thousands)

Trade Receivables

Trade Payables

Financial Receivables

Financial payables

Costs

Revenues

G.L.V. Capital S.p.A.

1

(75)

0

(660)

1

Maire Investments Group

207

(94)

0

(199)

73

Luigi Alfieri

0

(34)

0

(338)

0

Total

208

(203)

0

(1,197)

74

In particular, payable contracts refer to the lease of office buildings from Group companies, the use of the “Maire” trademark and other minor recharges from the parent G.L.V. Capital S.p.A. and from transactions with the Maire Investments Group, a company owned by the majority shareholder of Maire Tecnimont S.p.A. mainly for the purchase of administrative and other general services.

The relationship with Luigi Alfieri, Non Independent Director of Maire Tecnimont S.p.A., refers to an annual contract for assistance and consulting services in the financial field.

The Maire Tecnimont Group’s contracts with clients involve facility management services and other services connected to the execution of civil works.

Transactions with other non-consolidated and/or associated Group companies, or subsidiaries over which another related party exercises a significant influence (Nextchem S.p.A. and its subsidiaries) are purely commercial and relate to specific activities linked to contracts; in addition, certain consortiums, having substantially concluded operations, are in liquidation:

31/12/2021

(in Euro thousands)

Trade Receivables

Trade Payables

Financial Receivables

Financial payables

Costs

Revenues

MCM servizi Roma S.c.a.r.l. in liquidation

0

(93)

0

Studio Geotecnico Italiano S.r.l.

0

(242)

0

(85)

0

Villaggio Olimpico MOI S.c.a.r.l. in liquidation

0

24

0

Biolevano S.r.l.

0

4

TCM KTR LLP

73

0

650

0

20

Exportadora de Ingenieria y Servicios Tcm Spa

0

(67)

0

Volgafert LLC

7,308

0

65,788

JV TSJ Limited

0

110

0

Hidrogeno Cadereyta - S.A.P.I. de C.V.

17

0

978

0

34

Tecnimont Iberia

0

10

0

Nextchem S.p.A.

10,359

(1,108)

11,360

0

(122)

8,990

MyRechemical S.r.l.

323

0

323

Mdg Real Estate S.r.l.

0

(139)

0

(195)

0

Stamicarbon US

0

(550)

0

(556)

(501)

0

Met T&S Management

0

58

0

GCB General trading

0

14

0

Gulf Compound&Blending Ind.

26

0

12

0

Maire Tecnimont Foundation

40

0

(140)

33

Total

18,147

(2,023)

13,105

(624)

(1,044)

75,192

The Maire Tecnimont Foundation is a non-profit organization founded in 2021 by the Group to organize initiatives aimed at promoting culture, research, training and corporate social responsibility, with the purpose of enhancing and improving knowledge of Maire Tecnimont Group's historical identity,

Directors’ Report

50

technological skills and cultural heritage. At December 31, 2021, the Group had paid contributions amounting to Euro 140 thousand and rendered various services to the Foundation for a total value of approximately Euro 33 thousand.

Remuneration of Directors, Statutory Auditors and Senior Executives is outlined below:

31/12/2021

(In Euro thousands)

Remuneration

Directors

3,683

Statutory Auditors

288

Total

3,971

The remuneration concerns emoluments and all other payments, pension-related or social security deriving from the role of Director or Statutory Auditor in Maire Tecnimont S.p.A..

The remuneration of Directors and Statutory Auditors and Senior Executives, appears in the 2021 Corporate Governance and Ownership Structure Report and the 2022 Remuneration Report, both available on the company website at www.mairetecnimont.it in the “Governance” section.

RELATED PARTY TRANSACTIONS MAIRE TECNIMONT S.P.A.

In view of the transactions carried out by Maire Tecnimont in 2021, related parties principally concern:

•from group and associated companies (Tecnimont S.p.A., KT-Kinetics Technology S.p.A., Neosia Renewables S.p.A., MST S.p.A., Stamicarbon B.V., MET Gas Processing Technologies S.p.A., Met Development S.p.A., Met Dev 1 S.r.l., Nextchem S.p.A., Cefalù 20 S.c.a.r.l.; TCM do Brasil, OOO MT Russia, TPI, TCM-KT JV S.r.l, Met T&S Limited, Tecnimont USA Inc., Tecnimont Nigeria, Tecnimont Philippines, Tecnimont Arabia Ltd);

•from the parent company G.L.V Capital S.p.A. and from the consolidation scope of Maire Investments S.p.A., a company directly held by the majority shareholder G.L.V. Capital S.p.A..

•from the Maire Tecnimont Foundation and Luigi Alfieri, Director of Maire Tecnimont S.p.A.

Commercial contract payables refer to the lease of the properties housing the Company’s offices, particularly the office on Piazzale Flaminio (Rome), the use of the “Maire” trademark and other minor recharges (relations with GLV Capital S.p.A.); dealings with the Maire Investments Group mainly for the purchase of administrative and other general services.

Maire Tecnimont structurally benefitted from services provided by Tecnimont S.p.A, specifically the availability of office spaces, in addition to the provision of other related services (general services, facilities, security, equipment) and other AFC services from the subsidiary KT.

Financial contract payables refer to payables for financing received (TCM-KT JV S.r.l. and KT-Kinetics Technology S.p.A.). The loans are interest-bearing at market rates.

Financial contract receivables concern the loans granted to the subsidiaries (Tecnimont S.p.A., KT-Kinetics Technology S.p.A., Neosia Renewables S.p.A., Met Development S.p.A. Met Dev 1 S.r.l., MST S.p.A., MET Gas Processing Technologies S.p.A., TCM Filippine, TCM Nigeria, Nextchem S.p.A.) for the management of their operating activities. All loans are interest-bearing at market rates.

The balances of bank current accounts payable and receivable arise from the cash pooling contract adopted by Maire Tecnimont S.p.A to which several Group companies have subscribed; interest accrues on the balances at market rates.

Directors’ Report

51

Commercial contract receivables principally concern services provided by Maire Tecnimont S.p.A. in favor of the subsidiaries the administrative, tax and legal service and the recharge of a number of costs incurred on behalf of the subsidiaries.

The residual balances are payables arising under the tax consolidation agreement (Tecnimont S.p.A., KT-Kinetics Technology S.p.A., Neosia Renewables S.p.A., MET Gas Processing Technologies S.p.A., MST S.p.A., Met Development S.p.A. Met Dev 1 S.r.l. TCM-KT JV S.r.l.) and payables and receivables arising following the VAT consolidation (MST S.p.A., Neosia Renewables S.p.A., Tecnimont S.p.A., KT-Kinetics Technology S.p.A., MET Gas Processing Technologies S.p.A., Met Development S.p.A., TCM-KT JV S.r.l., Cefalù 20 S.c.a r.l).

The Maire Tecnimont Foundation was established on February 4, 2021 on the initiative of the Maire Tecnimont Group to promote culture, research, training and Corporate Social Responsibility.

The relationship with Luigi Alfieri, Non Independent Director of Maire Tecnimont S.p.A., refers to an annual contract for assistance and consulting services in the financial field.

The Company’s receivables/payables and cost/revenue transactions with related parties for 2021 are presented in the tables below:

Directors’ Report

52

Remuneration of Directors, Statutory Auditors and Senior Executives is outlined below:

31/12/2021

(In Euro thousands)

Remuneration

Directors

3,683

Statutory Auditors

200

Total

3,883

The remuneration concerns emoluments and all other payments, pension-related or social security deriving from the role of Director or Statutory Auditor in Maire Tecnimont S.p.A..

The remuneration of Directors and Statutory Auditors and Senior Executives, appears in the 2021 Corporate Governance and Ownership Structure Report and the 2022 Remuneration Report, both available on the company website at www.mairetecnimont.it in the “Governance” section.

8.Human Resources, Training & Incentives

HUMAN RESOURCES

The year confirmed the adequacy of the Group's organization and processes, including in terms of managing the changing pandemic situation. Operational continuity and effective coordination of national and international sites have been guaranteed. The primary objective remains the maximum safeguarding and protection the health and safety of human capital.

The "Be Adaptive! - Working Smart in Maire Tecnimont Group" program, based on the Group's widespread and consolidated experience in agile working and on the availability of an IT infrastructure capable of guaranteeing adequate support, was restored in full compliance with the occupational health and safety provisions issued by the competent bodies and institutions.

At December 31, 2021, the Maire Tecnimont Group headcount totaled 6,358 resources, up by about 7% on the previous year, with 1,237 new hires and 839 departures (about 45% of which related to fixed-term contracts). This figure is further confirmation of the Group's ability to select resources, even within a serious crisis brought about by the evolution of the pandemic.

The geographical areas of the Group most affected by this increase (398 resources) were as follows:

"Italy & Rest of Europe": staff numbers rose from 2,913 to 3,187, with an increase of 274, including 132 in Italy, where the steady growth of the workforce in the Green sector should be noted, confirming continued investment in this business sector, which is considered a key Group strategy. Also at national level, the subsidiary, MST S.p.A., increased its resources in order to acquire multi-service contracts with dedicated operating staff.

The increase of 142 resources in the Rest of Europe is mainly attributable to the UK subsidiary MET T&S Limited (+63 resources), which continued to play its key role in international staffing for non-EU projects. This increase is also attributable to the hiring of resources at the Dutch subsidiary Stamicarbon (+33) and in the Group's European Branches in Belgium, Poland and Croatia, in support of ongoing EPC projects.

"Russia & Caspian Region": the increase of 123 resources - in support of projects in the area, including Kingisepp 2, AGPP and AGCC in Russia and SOCAR in Azerbaijan (with the additional new packages acquired), also confirms the consolidation of local expertise and structures present in Moscow.

"North & Sub-Saharan Africa Region": 73% increase in staff compared with the end of the previous year is due to projects in Nigeria (in the start-up phase) and Angola.

"India Region": rise in staff numbers continued with the increase from 2,014 to 2,023 resources.

In contrast, there was a decrease in the following geographical areas:

Directors’ Report

53

"Middle East Region": a decline of 40.4% compared to the end of 2020, mainly due to the reduction of resources operating on the PP5 (UAE) and LIWA (Oman) projects. On the other hand, we report the recent acquisition of the GEMLIK project in Turkey, with a dedicated office in the country in order also to strengthen the Group's procurement and purchasing activities.

Graduates at the Maire Tecnimont Group at December 31, 2021 accounted for 71% of the workforce; the average age was approx. 43. In terms of gender breakdown, females represent approx. 21% of the total workforce.

The workforce at 31/12/2021 of the Maire Tecnimont Group, with movements (by qualification and region) on 31/12/2020 (and the average workforce for the year), is outlined in the following tables. The table below outlines the workforce by areas of effective engagement at 31/12/2021 and 31/12/2020, with the relative movements:

Change in workforce by category (31/12/2020 - 31/12/2021):

Category

Workforce 31/12/2020

Hires

Departures

Reclassification employee category (*)

Workforce 31/12/2021

Cge. Workforce 31/12/2021 vs. 31/12/2020

Executives

646

21

(29)

41

679

33

Managers

2,234

236

(186)

131

2,415

181

White-collar

2,954

863

(552)

(170)

3,095

141

Blue-collar

126

117

(72)

(2)

169

43

Total

5,960

1,237

(839)

0

6,358

398

Average headcount

6,107

6,162

55

(*) includes promotions, changes in category following inter-company transfers / Job Title reclassifications

The classification of the qualifications above does not necessarily reflect the contractual classification under Italian employment law, but corresponds to the identification criteria adopted by the Group on the basis of roles, responsibilities and duties

Changes in workforce by region (31/12/2020 – 31/12/2021):

Region

Workforce 31/12/2020

Hires

Departures

Reclassification employee category (*)

Workforce 31/12/2021

Cge. Workforce 31/12/2021 vs. 31/12/2020

Italy & Rest of Europe

2,913

482

(232)

24

3,187

274

India Region

2,014

165

(138)

(18)

2,023

9

South East Asia and Australian Region

4

1

(1)

0

4

0

Rest of Asia

83

13

(28)

0

68

(15)

Russia & Caspian Region

595

368

(244)

(1)

718

123

North America Region

15

3

(2)

0

16

1

Central and South America Region

9

4

(1)

0

12

3

Middle East Region

208

85

(164)

(5)

124

(84)

North Africa Region & Sub-Saharan Africa Region

119

116

(29)

0

206

87

Total

5,960

1,237

(839)

0

6,358

398

(*) includes promotions, changes in category following inter-company transfers / Job Title reclassifications

Directors’ Report

54

Changes in workforce by operational region (31/12/2020 – 31/12/2021):

Region

Workforce 31/12/2020

Workforce 31/12/2021

Cge. Workforce 31/12/2021 vs. 31/12/2020

Italy & Rest of Europe

2,712

2,882

170

India Region

1,892

1,904

12

South East Asia and Australian Region

9

7

(2)

Rest of Asia

100

79

(21)

Russia & Caspian Region

747

940

193

North America Region

15

17

2

Central and South America Region

13

16

3

Middle East Region

285

189

(96)

North Africa Region & Sub-Saharan Africa Region

187

324

137

Total

5,960

6,358

398

Average headcount:

Maire Tecnimont Group

Average headcount 2021

Average headcount 2020

Change

Maire Tecnimont S.p.A.

170

150

20

Neosia Renewables SpA

8

11

(3)

Met Development S.p.A.

4

0

MET T&S Limited

152

132

20

Stamicarbon (*)

205

178

27

Protomation B.V. (4)

0

14

(14)

Stamicarbon USA Inc.

1

0

KT (*)

696

617

79

KT Arabia LLC

1

0

KT Star

2

0

KT – ANGOLA (SU) LDA.

52

22

30

Nextchem S.p.A.

53

41

12

MyRechemical S.r.l. (1)

10

0

10

MyReplast Industries S.r.l.

36

29

7

Green Compound S.r.l. (2)

0

5

(5)

BIO-P S.r.l.

2

3

(1)

Tecnimont S.p.A. (*)

1,947

2,100

(153)

Tecnimont HQC BHD

37

58

(21)

MT Russia OOO

463

419

44

MST S.p.A. (3)

103

72

31

Tecnimont Philippines Inc.

1

3

(2)

TCM-KT JV Azerbaijan LLC

91

73

18

Tecnimont Arabia Company Limited

14

23

(9)

Directors’ Report

55

Maire Tecnimont Group

Average headcount 2021

Average headcount 2020

Change

Tecnimont Private Limited (*)

2,023

2,043

(20)

TECNIMONT E&I (M) SDN. BHD.

2

4

(2)

Ingenieria Y Construccion Tecnimont Chile Y Cia. LTDA

2

0

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

46

45

1

Tecnimont Usa Inc. Euro 94 thousand;

14

19

(5)

Tecnimont Mexico SA de CV

1

0

1

TWS

2

1

Tecnimont Nigeria Ltd

21

4

17

Tecnimont do Brasil-Contruçao de projetos LTDA

4

5

(1)

NEOSIA S.p.A. (3)

0

25

(25)

Cefalù 20 Scarl

1

3

(2)

Total

6,162

6,107

55

(*) Figure also includes Branches and representative offices.

(1) Please note the incorporation on October 21, 2020.

(2) Company merged into MyReplast Industries S.r.l. on December 29, 2020.

(3) Merger of Neosia S.p.A. into MST S.r.l., effective January 2021; MST was also transformed from an “S.r.l.” into an “S.p.A.” at the time of the merger deed.

(4) Merger by incorporation of Protomation B.V. into Stamicarbon B.V., effective January 2021.

Average headcount 2021

Average headcount 2020

Change

Engineering

2,917

2,929

(12)

Operations

1,267

1,231

36

Remainder Technical Area

889

870

19

Commercial Area

179

168

11

Staff Area

910

908

2

Total by professional category

6,162

6,107

55

Average headcount 2021

Average headcount 2020

Change

Italy & Rest of Europe

3,019

2,922

97

India Region

2,026

2,044

(18)

South East Asia and Australian Region

4

5

(1)

Rest of Asia

71

116

(45)

Russia & Caspian Region

683

571

112

North America Region

15

20

(5)

Central and South America Region

10

14

(4)

Middle East Region

177

307

(130)

North Africa Region & Sub-Saharan Africa Region

159

109

50

Total by region of hire

6,162

6,107

55

Of which:

Italian open-ended

2,515

2,497

18

Italian fixed term

20

33

(13)

Total

2,535

2,530

5

Directors’ Report

56

PERSONNEL TRAINING AND DEVELOPMENT

In the year under review, the use of digital and social collaboration tools ensured continuity and effectiveness in the Group's training offer. Digitizing its institutional training catalogue (which was also carried out through the MET Academy) allowed the Group to deliver approx. 5,800 hours of project management training and more than 29,800 hours of technical-specialist training. The Group was also able to continue providing traditional courses on soft skills, which are increasingly focused on the cultural specifics of the countries in which the Group operates, with a view to fully exploiting local “in-country value” and diversity more generally.

The courses on cyber security were repeated, confirming the commitment to significant investment in training, in terms of content and employee involvement, within the wider process of digitalization underway. As soon as the training campaign dedicated to the Italian subsidiaries and the Indian company TCMPL was completed, further initiatives were implemented in 12 foreign companies (over 8,893 hours), with the aim of consolidating and further extending employee awareness and sensitivity to potential IT risks and the virtuous behaviors that need to be adopted.

The commitment to promoting a culture of health and safety and wellbeing among Home Office staff translated into 12,226 hours of information and training provided to a total of 3,728 participants. Initiatives to consolidate knowledge and raise awareness of the Group's HSE & SA8000 multi-site management systems and specific training on high risk (including for personnel seconded to work sites), in accordance with Legislative Decree No. 81/2008, were also carried out and the State-Regions agreement, which accounted for approx. 24% of the total number of hours provided.

In agreement with the respective Supervisory Committees, training activities were provided as usual on the subjects of Legislative Decree No. 231/2001, the Code of Ethics of the Maire Tecnimont Group and the Organization, Management and Control Model of the Parent Company and of the Italian subsidiaries. Also noteworthy is the Group's best practices initiative regarding respect for privacy and the EU’s General Data Protection Regulation (GDPR). A total of 1,904 staff participated.

As part of its efforts to develop in-country value, the Group also participated in the second edition of the Maire Tecnimont UP program dedicated to internationalization, digital transformation, co-engineering and open innovation. The program supports SMEs through the sharing of knowledge and lessons learned with leading Italian suppliers. The virtual workshop involved more than 60 managers from 40 leading SMEs, together with the Group's management team. This initiative seeks to create an innovative platform through which the Group and its supply chain can share knowledge gained over the years, allowing participants to learn the key skills needed to create value and increase competitiveness on international markets. After this workshop, a meeting was held for 8 selected suppliers that set out to develop the theme of internationalization. The format of the meeting was even more interactive and provided for the direct involvement of participants in the various round tables.

Further worthy of note is the Company's participation, as a corporate partner, in the ZERO project - the Italian Cleantech Accelerator of the National Accelerator Network promoted by Cassa Depositi e Prestiti. The project was created with the aim of identifying start-ups with high business potential and zero environmental impact solutions in the fields of energy transition, decarbonization and sustainability. In addition to representing an important opportunity to meet with leading corporations and start-ups and contributing to the professional development of employees selected to participate in the training program (which builds mentoring skills and the ability to evaluate solutions proposed by start-ups), the Group's participation in the innovation program confirmed the importance it places on environmental sustainability and ecological transition.

Again in 2021 the Company provided training courses for the various types of initiatives described above, financed by the main relevant inter-professional funds, by agreement with union representatives, and in compliance with the latest directives designed to tackle the COVID-19 emergency. The Group also submitted an application for access to the New Skills Fund, which is a public fund co-financed by the European Social Fund. The purpose of the fund is to encourage companies to invest in strengthening employee skills by allocating working hours to the development of specific skills through training initiatives. The Company's plan, "Methodologies and Skills for Innovation,” addresses specific needs, such as:

•the strengthening of employee skills and expertise to meet needs deriving from the new working and organizational methods adopted to respond to the market challenges imposed by the pandemic and emerging business scenarios;

Directors’ Report

57

•consolidation of an approach aimed at valuing diversity in order to encourage an increasingly inclusive corporate culture and environment, in line with the Group's sustainability strategy;

•investment in developing the managerial skills of group coordinators, in particular.

The Group also devised an initiative to promote relationships and collaboration with the world of education to encourage initial contact with the world of work, and to align supply and demand in this area. The initiative included virtual career days organized as part of Marie Tecnimont’s consolidated partnership with the Milan Polytechnic and Luiiss Guido Carli universities, and training days for selected secondary school students. Finally, two further collaborations with the Milan Polytechnic university have been formalised: the "International Master in Project Management" and the "Master in Sustainable Industrial Management", which will see Maire Tecnimont participate in the relevant training program by providing teaching hours.

In addition to the existing initiatives, Maire Tecnimont has also consolidated its Human Capital Development strategy by launching the new "Maire Tecnimont Flourishing Program". This aims to develop the "managerial generation of the future", which will be able to support change and, in particular, the company's energy and digital transition strategy in the long term. The program’s first step involves a project to enhance the Group's organizational culture, designed to deepen its knowledge by analyzing staff perception, engagement levels and organizational cohesion. On the basis of the results, ad hoc development paths will be defined for the figures identified, partly with a view to succession planning. The training currently on offer will be extended to include specific mentorship programs, particularly for selected young people in the Group, with the active involvement of a more senior management band.

Among the engagement initiatives, "Digital Beyond" - a project that involves the participation of employees who have nominated themselves as "Digital Catalysts" to accelerate the Group's digital transformation and support and disseminate digital innovation in the various corporate areas - has continued to grow, with more than 160 participants at the date of this Report.

In continuation of the partnership with Valore D - the first association of companies in Italy to promote gender balance and an inclusive culture to promote growth in companies and the country - a number of training courses dedicated to the themes of diversity and inclusion have been organized.

Finally, in 2021 Maire Tecnimont provided its employees with a program for discussion and listening on the issue of gender diversity, using the twin levers of engagement and training as an integral part of the Group's sustainability strategy and the consolidation of the heritage of ethical principles and values on which it bases its identity and culture. The program, carried out through focus groups and idea generation workshops, involved more than 50 staff from different companies, who discussed the issue of inclusivity in terms of "gender", providing ideas and concrete suggestions for the broader program of Gender Diversity, Equity and Inclusion that will soon be implemented.

COMPENSATION AND INCENTIVES

In 2021 Maire Tecnimont confirmed, as in previous years, the strategic lines of its Remuneration Policy, as illustrated in the “2021 Remuneration Policy and Report" -, prepared in light of the provisions of Shareholder Rights Directive II, the amendments made to Article 123-ter of the CFA by Legislative Decree No. 49/2019, the Corporate Governance Code and the new wording of the Issuers' Regulation. As in previous years, the objective of the Policy - which was approved by the Board of Directors on March 10, 2021 - is to attract and retain personnel with sufficient role-specific skills and professional qualities to pursue the sustainable and long-term success of the Group. The Shareholders' Meeting of April 15, 2021 approved the contents of the Policy and the adoption of the third-cycle (2021-2023) “equity settled” of the Long Term Incentive Plan. In continuity with previous years, the plan was established to align senior management’s interests with the pursuit of the Company and the Group’s sustainable success, and to maintain the alignment of critical interests with corporate objectives, further supporting retention in the long term. On June 24, 2021 the Board of Directors approved the plan Regulation and approved the start of the Second Cycle (2021) of the ordinary 2020-2022 General Share Plan for all employees, providing for the allocation of the relative rights within the terms defined by the relative Regulation. After being put on hold last year following cost containment measures approved by the Board of Directors on May 7, 2020, work to define and assign objectives for the year under review resumed during the first half of 2021 both as regards the MBO incentive plan for Senior Executives and as regards the Group Incentive Standard in place for other key business figures. 2021 saw the introduction of two significant innovations in this regard, namely i) the presence – in all forms and with a weighting of at least 10% – of non-financial objectives closely related to ESG topics and specifically the protection of health and safety, the development of human capital, and environmental sustainability, and ii) the application of a "rolling" approach, with the assignment of an objective in the

Directors’ Report

58

second half of the year, to provide managers with a timely and flexible tool to steer the actions of employees involved with the management of any new emerging priorities. In the first half of the year, the Group drew up objectives linked to previously implemented incentive and engagement systems and those in force for the financial year in question. In line with current trade union agreements, annual bonuses and profit sharing figures for 2020 were approved, as was the flexible benefits portion of the Maire4You Plan for the same period. It should also be noted that the aforementioned Board meeting of June 24, having verified the achievement of the performance objectives for the First Cycle (2020) of the 2020-2022 General Share Plan, resolved to allocate - on July 8, 2021 - the related shares to the over 4,000 beneficiaries worldwide. The same Board meeting also resolved to launch the Second Cycle (2021) of the Plan, which registered an acceptance rate of over 95%, in confirmation of the widespread appreciation of the initiative among employees.

Finally, in May, shares relating to the 2017-2019 Restricted Stock Plan – suspended as a matter of prudence by senior management and approved by the Remuneration Committee – were issued by the Board of Directors on May 7, 2020. July, meanwhile, saw the finalization of work to activate the Investment Plan based on financial instruments issued by the subsidiary NextChem 2020-2024.

9.Information Systems, General Services & Security

As in the previous year, the ICT Function carried out its planned activities and ensured oversight of its remit, including as regards the timely and effective management of the changing pandemic situation, thereby protecting staff health and safety while also ensuring productivity and operational continuity at offices and operating sites. The availability of an advanced technological platform, the extensive and secure use of the agile working model - already widely used within the Group’s Italian businesses - the constant investment in digital culture and skills and the activation of an ad hoc training program for ongoing awareness-raising and sensitization on cyber security issues all made it possible to ensure operativity at Italian and foreign offices and on construction sites.

The intensification and acceleration of the ongoing Digital Transformation Program - which includes the renewed portfolio of project streams approved by the Company's Board of Directors - was facilitated by the synergy between the ICT, Organization and General Services functions and by the effective coordination and review of the related work and organizational processes, which were implemented in full compliance with the business evolution and the Group's strategic lines. Work to transform key business processes and enable the integration and exchange of information between the various functions, partners and/or external clients therefore continued through the use of the digital platform, including with the support of artificial intelligence models.

The function participated in and contributed to the cost containment program launched by the Group in the previous year, and also provided its usual support for Project G&A activities, which targeted structural optimization of the related costs.

In terms of infrastructure, the strategy of using cloud services from providers able to guarantee high levels of security and quality standards once again proved valid. Of particular note is the completion of the systems migration to Cloud Azure at the Milan office. Use of the Microsoft O365 suite was further extended to additional areas of the Group, providing an IT performance baseline that allows full use of collaboration tools and remote and/or cloud data while guaranteeing the highest security standards. As regards the management of Operation activities, an ad-hoc service was activated to optimize the service, and a project was launched to update the local networks for the Milan and Rome Via Di Vannina offices. In terms of connectivity at the Italian offices, an interdisciplinary project is underway to install a new WIFI/Core system, which is designed to optimize the smooth management of workstations.

As regards cyber security, in July Maire Tecnimont and its Italian subsidiaries Tecnimont S.p.A. ("Tecnimont") and KT - Kinetics Technology S.p.A. ("KT") obtained the first renewal of the ISO/IEC 27001:2013 certification for information security.

Directors’ Report

59

In the area of data protection (Information protection & Data loss prevention), of particular note is the launch of a specific project to standardize the security and confidentiality levels of project documents throughout their life cycle, as is the definition of advanced protection policies that further increase security and confidentiality in the exchange of documents with external partners.

The technologies already in place were also further extended and enhanced. These include: Multi-factor authentication, Single sign-on, Passwordless authentication and secure web browsing/access via Zscaler, in addition to Defender, Avecto and Device Lock protections. Also worthy of note are the encryption of data on company equipment with BitLocker and the use of automatic systems for the distribution of security patches, both for operating systems and applications (WSUS/SCCM). Also worth mentioning in this area are the adoption of Zero-Trust systems based on Yubikey for the physical authentication of personal PC users and cloud resources via the FIDO2 protocol, in addition to the implementation of MFA authentication factors using mobile phones; these measures have enabled further improvements to the already highly effective security and fraud prevention policies, including in managing the risk of IT fraud deriving from digital identity replacement. Citrix VDIs and VPNs created with AKAMAI EAA technology have also been improved for non-web-portable systems. This architecture allows access to internal applications using the highest level of security measures.

The Security Operation Center (SOC) service, which monitors intrusions and attacks originating both inside and outside the network and systems, was also renewed, extended and significantly enhanced. The implementation of Cisco Meraki networks ensures communication between individual sites and between sites and worksites.

An integrated system was implemented to allow for the use of Yubikeys as unique user identity devices to provide both digital (PC/web/application) and physical (access points, printer and locker authentication) access control. This solution has been in use at the Milan office since the beginning of the year and will soon be distributed to the Group's other Italian offices.

Further security measures were also activated, including the new EDR DeceptiveBytes and DeviceLock for all companies and branches of the Tecnimont Group, the Alsid Solution - Security for Active Directory, the activation of Azure Security Center with Vulnerability Assessment IaaS, SaaS and PaaS Solution, also with a view to protecting services and portals; the Web Application Firewall service by Akamai was also adopted to prevent and block any attacks transmitted over the Internet.

Implementation activities continued for the NAC (Network Access Control) and the “System Centre Configuration Manager” in compliance with Group standards, and cyber security operations, forensic assessments and a penetration test were carried out.

Finally worth mentioning is the adoption of OSINT platforms such as Spiderfoot and Shodan.io for threat intelligence, asset discovery, attack surface monitoring and security assessments.

As regards the Digital Transformation Program, the internal digital portfolio was developed in nine business areas, totaling 40 initiatives made operative through the adoption by business users of 77 different solutions that are now live. In addition to affecting each of the dimensions of the EPC production chain, it also supports numerous staff activities, such as management of all connections between the various operational offices. Among the main new solutions implemented during the year under review are: i) Nextend (Steel Structure module) which uses an extended organization approach to enable more effective and efficient management of the post-order phase and control of the PO and related invoicing; ii) the implementation of a new document management system (Digital Document), which automates a series of quality controls previously carried out by operators, allows the management of workflows for revision and commenting, and enables new dashboards to control the documental status of projects; iii) logistics sourcing, which enables the use of multiforwarder models with optimization of times/costs in the shipment phase of materials to sites.

In terms of Digital Improvement and Connected Plant, the following are of note: i) the launch of the "POE-OTS HPU/SRU" project, an inter-company collaboration involving Tecnimont - KT - Stamicarbon SA ("Stamicarbon") and involving the development of a Process Optimization Engine, a digital twin of the physical plant that allows process simulation on sulphur and hydrogen licensed technologies, combined with real-time monitoring of operations variables/parameters to optimize operations; ii) the development of an Operator Training Simulator, with an interactive interface and an extremely realistic experience to be used in training for staff managing the plant. In addition, KT is now equipped with the latest version of the process simulator required for POE integration.

Directors’ Report

60

Other initiatives boasting strong innovation - such as Knowledge Mining - are also being launched, again in the interests of increasing productivity, optimizing costs and minimizing risks. Knowledge Mining uses artificial intelligence to identify and extract valuable information from site documentation, with precision honed through self-learning. Augmented Reality initiatives were implemented using Hololens to develop a virtual representation of the facilities and supported by extremely precise BIM representations from laser scanning and drones.

The digitalization program also continued with the activation of new project streams, many of which are based on the Microsoft D365 Dynamics platform. These include: i) Packing List Management: an initiative that enables a process of collaboration both interdepartmentally and with suppliers, thanks to complete tracking of the documentation exchanged, starting from the design PL up to the certifications and also including, by way of example, ETA, ROS date and Selling Price calculation tracking; ii) in the construction field, also on the Dynamics platform, the project "Construction enhanced services for field operation" was concluded and the first work orders for paperless certification were created with mobile apps based in the cloud and on the connected plant paradigm. The AWP Continuous improvement project and the EW@ Platform are also ongoing. These target continuous improvement in managing relevant construction information and the structuring and correlation of the data collected to support the current estimate of the construction operation and the life cycle management process of the subcontractors; iii) D365 Correspondence Management, portal for the management of formal and informal communication processes in the project environment and the POC for the Asset Digital Twin system; iv) Digital Documents: project for the life cycle management, archiving and distribution of documents exchanged between the internal departments of the engineering disciplines and external stakeholders (clients and subcontractors). This project made it possible, through the use of artificial intelligence algorithms, to optimize both the quality control phase of the documents and the interaction with the customer in the management phase of comments and revisions, thanks to the collaboration functionalities of the MS 365 platform. This solution best represents the concept of design thinking, since it aims to reshape the process in use on the basis of the real needs of participants and, above all, make use of the enabling technological capabilities. In particular, it has made possible a considerable reduction in the time needed to send documents to the client and, consequently, in the costs of the quality control phase of the same and of management of the comment cycle. This system, which has been in production for months, is constantly evolving, by taking on board feedback from users and by virtue of the various implementation possibilities made available by the technology; v) Salesforce Evolution, with optimization of the Salesforce Opportunity Management system, rollout for KT and start of rollout of the system also for NextChem S.p.A. ("NextChem"); vi) Project Resource Hours Management - Manhours Monitoring: the project for the management of manhours for operational and non-operational projects was launched, divided into 4 parallel project streams managed with agile methodology (Digital Project Master, Activity Registry & Alert Card, Timesheet and Reporting); vii) PoC of the Advanced Analytics Piping model, study of a mathematical model of Advanced Analytics Piping for which industrialization was launched and, finally, viii) Ad hoc Digital Initiatives for specific operational Projects.

The Subsidiaries NextChem and KT have also launched the following projects: a) Setting up of the Innovative and Advanced Mechatronics laboratory "GreenMech Lab", at NextChem's Rome headquarters, for the analysis and development of specific technological components to improve the offer, in terms of products and services, in the field of energy transition; b) Creation of collaboration solutions for NextChem and its subsidiaries, with the introduction of standards for document classification with a view to the increasing implementation of Information protection & Data loss prevention; c) Setting up of the laboratory for the R&D "Mewlife" project and its connection to the plants for data collection and analysis and, finally, d) Digitization of access and data collection from the pilot plants located at the Chieti Technology Park.

As part of the Business Intelligence initiatives on the PowerBI platform, the infrastructure of the same name was moved to a new architecture, completely on the cloud, in order to further increase its security and ensure its constant updating to state of the art, thus being able to take prompt advantage of the release of new Microsoft features and, lastly, have a single access point for paginated reports and PowerBI dashboards. The following have also been released: i) LEAVE REQUEST MONITORING Dashboard, to support HR activities in monitoring the residual holiday entitlement; b) TENDER DB detail report, to support analysis of the bidding history/project balances; and iii) VENDOR OUTSTANDING, with the provision of dashboards for the monitoring of vendor inventory deadlines. Finally, PROCUREMENT BID reporting is being developed to support tenders.

Directors’ Report

61

Still with reference to initiatives in support of operational activities and sites, worthy of note is the gradual extension of the adoption of Smart Helmets for Remote Assistance, the use of laser scanning technologies for surveying - applied as part of the revamping project in Nigeria - and, lastly, the finalization of the contract and the start-up of works for Internet connectivity on Optic Fiber technology with TIM Sparkle.

The Function was also involved in the start-up of the Amur GCC, Kingisepp 2, Stavrolen and APOC sites in Al Jubail - on temporary infrastructure - and Gemlik Turkey, where the first advanced webcam system allowing Live Streaming, Time Lapse and comparison of photographic images of the site with the BIM360 3D model was activated.

The field Mechanical Completion system was released at the Haor site, enabling inspection work orders and paperless construction certificate generation via mobile devices synchronized with corporate systems.

The Compliance Dashboard has also been extended to all overseas computers to monitor and ensure the application of policies and standards on the devices used. The enrollment of all foreign company telephones on the Microsoft Intune Mobile Management platform continues and the centralized management service for all foreign network devices will soon be activated.

Finally, the start of the rollout process will make it possible to consider as complete the integration into the corporate systems of the subsidiary MyReplast Industries S.r.l., in line with Group standards.

With regard to Facility and General Services activities, the process of revising processes continues with a view to energy efficiency and digitalization. We also highlight the refurbishment of office space as part of the "fluid workstations" project and the launch of a pilot scheme for a "shared canteen" at the Rome office in Via di Vannina - to be extended to other Group offices - which will enable employees to use canteen services at a number of affiliated sites.

As part of the Group's broader sustainability project and, in particular, green mobility, worthy of note are the drafting of the new home-work travel plan and the finalization of a new car list for long-term rental, which envisages implementation of electric or hybrid vehicles. Finally, the feasibility of installing electric recharging stations at the company's car park is currently being assessed.

SECURITY

Under the general Group security policies, support and direction was constantly provided to the various managerial and operating company functions in terms both of the general Corporate Governance system and the management of “critical” and/or potentially “critical” situations; The socio-political and economic conditions in the Group’s countries of interest were continuously monitored and contacts reported back periodically. Finally, information was provided to seconded and mission personnel in relation to the pandemic and the requirements issued in response by authorities.

With particular reference to the projects and bids underway, the activities of the Function were articulated, in the various areas of reference, also in support of the HSE function, for the management of pandemic-related prophylaxis activities.

The state of emergency and the continuation of the pandemic have effectively multiplied the attempts of fraud and external access to the system and to Company networks, amplifying the exposure to risk. For this reason, aspects of cyber security continued to be subject to constant attention and, with the close cooperation and support of information technology experts, the analysis and survey of cyber attacks occurring outside the Company continued. The results of this survey and the relative analyses - together with the company's detecting systems and structures and the indications received from the bodies in charge of information security and control of cyber crimes - have made it possible to identify and take preventive action on possible system vulnerabilities. In addition to these measures, existing training initiatives were further intensified, with the provision of thematic modules on an e-learning platform, which can be used by the Group's entire workforce, and an ad hoc information and awareness campaign was launched to remind employees of the need to comply scrupulously with the provisions of the Group's document system regarding the use of IT equipment and systems.

Moreover, with a view to continuous improvement and also in the light of the results of the above activities, the revision and updating of the systems and processes for protecting information continued, with the implementation of 8 Assessments such as, by way of example, Azure Well-Architected Security Assessment, Office 365 Security Optimization Assessment and various Network Penetration Tests (External, Internal, Wireless and Web Applications).

Directors’ Report

62

The SOC (Security Operation Center) service was also renewed, extended and upgraded for monitoring risks and internal and external attacks on the network and systems. It receives reports of potentially risky events from employees and deals with the management of actual or potential vulnerabilities of the systems, preparing the consequent corrective measures. In this regard, it should be noted that this service proved effective in detecting and blocking an average of 3,000 e-mails per day containing malware or phishing attempts and 45 attacks against the Group's information structure, including those targeting the DNS (Domain Name Server).

10.Organization & Quality

ORGANIZATION

During the year under review, organizational measures were defined and developed to ensure a rapid and effective response to market and business developments, the related alignment of the organizational structure and operating models, as well as the maximization of operational effectiveness and efficiency.

The financial year was characterized, in particular, by organizational interventions in support of the Company's strategy regarding energy transition and digitalization. In fact, solutions have been introduced to consolidate Maire Tecnimont Group's leadership in the field of energy transformation and, at the same time, organizational and digital solutions have been developed to allow the operational structure to execute projects and processes in an increasingly efficient way.

With regard to organizational initiatives targeted at supporting the energy transition path and the corporate sustainability strategy, with particular reference to the NextChem Group, the following should be noted:

•the strengthening of the Function of the Chief Technology & Innovation Officer, with the arrival and appointment of the new Manager in charge of the innovation and technology transfer process, identifies new technologies and opportunities of potential interest to NextChem and Maire Tecnimont Group, and implements and optimizes the executive strategy for research projects and initiatives within remit. This Manager is also responsible for R&D activities for NextChem and its subsidiaries, regarding technologies of strategic interest to the Group;

•the consolidation of the Open Innovation model within the organization, developing and managing, in an innovative way, the network of relationships with third parties (e.g. start-ups), in order to maximize the potential synergies arising from collaborations, including in an international perspective;

•the finalization of an integrated model for innovation governance through: I) a Strategic Committee for Innovation at Parent Company level, to support the assessment of opportunities and decisions with significant value and impact on the Group in the field of technological innovation and business transformation through digital innovation and work processes; II) an Operational Committee for Technological Innovation, an advisory body at the service of the Innovation Board in the field of Technological Innovation, which connects the R&D activities of all the subsidiaries of the Group, monitors the progress of innovation initiatives and ensures the mutual exchange of know-how; III) an Operational working group at subsidiary level, to define objectives and priorities related to the new technologies and opportunities identified, taking into account the technological, economic and financial aspects, to be submitted to the Innovation Technology Committee for subsequent assessment.

•the oversight of initiatives in the field of hydrogen, with the arrival and appointment of the Hydrogen Vice President to head a new business unit dedicated to Hydrogen, responsible for contributing to the development of the related business within the Group's energy transition and, in particular, to the value chain linked to the hydrogen economy by planning and coordinating the relevant business activities. This Hydrogen Vice President is also responsible for monitoring emerging technologies necessary for the growth of the reference business, including through the development of partnerships and alliances enabling the co-development of new solutions. The establishment of a dedicated coordination body is also being finalized, with the aim of supporting the development of the Group's strategy and of maximizing potential synergies between the subsidiaries in this area;

Directors’ Report

63

•the formalization of the new organizational structure of MyReplast Industries S.r.l., dedicated to recycling plastic waste into top quality materials that can be used instead of virgin plastic, all of which attests to the feasibility of a new and increasingly sustainable circular economy and which will represent the benchmark model for the construction of plants of this type.

Further organizational and digital initiatives and solutions aimed at increasingly efficient project execution are also worthy of note.

With regard to the Operating Companies, we note the evolution of the organizational structure of MST S.p.A. (formerly MST S.r.l.), following the merger by incorporation of Neosia S.p.A. into M.S.T. S.r.l. This initiative is aimed at i) rationalizing industrial and commercial activities, reducing the corporate chain of control of a part of the wider Green Energy Business Unit of the Maire Tecnimont Group and, specifically, ii) strengthening the business unit engaged in maintenance services, facility management, provision of general services related to temporary site facilities and design, and engineering and construction of infrastructure works, in order to propose integrated decarbonization solutions to the public and private sectors. The corporate restructuring is targeted, therefore, at achieving a more effective and efficient business management model, as well as producing savings in both economic and management terms through the containment of structural costs.

With regard to the subsidiary Tecnimont, the following is noted:

i) in the framework of strengthening the Region model, the creation of the new India Initiatives Function, reporting directly to the Chief Executive Officer, to maximize the effectiveness of project management in India for Indian clients;

ii) the creation of intradepartmental pools - with specific competences - within the Engineering, Technology and Research Department & Development, aimed at responding even more effectively to requests for project development and design, and to strengthen further the engineering aspects related to the environment and the development of Environmental/Social Management initiatives, included with a focus on funded projects;

iii) the creation of the Subcontracts Administration Contractual Management group - within the Material Supply Function & Subcontracts Management - to support the management of the "critical" contractual relationship with subcontractors for existing supply contracts and with project teams in the resolution of issues relating to compliance with contractual terms by subcontractors, supporting, if necessary, negotiation, review and finalization of the related documents;

(iv) under the Digital Transformation Program:

•evolution (within ICT & General Services) of the Core Services Function into Digital Delivery, responsible for conducting technical feasibility analysis of digital initiatives and their implementation, contributing to the definition of priorities for the Group's portfolio of internal and external digital initiatives - in accordance with business needs and in collaboration with the competent Functions of the Parent Company - as well as supporting the Procurement Department in the identification and selection of suppliers;

•the creation (within the Commercial Department & Business Development) of the Commercial Data Analytics and Predictive Models Function, for the analysis and preparation of predictive models to support commercial strategies, the updating of digital tools and algorithms, as well as related developments in the area of Advanced Analytics.

Finally, with particular reference to TCMPL, the establishment of the new India EPC Projects business unit - made up of groups with specific skills and supported by multidisciplinary teams - to strengthen the management of Indian projects during their entire life cycle, also enhancing the development of In-Country Value.

Directors’ Report

64

As a result, and in line with the significant growth in business in the region of reference, a general review of the organizational structure of the Russian subsidiary MT Russia OOO was also carried out.

The Fast Forward program, which aims to develop selected business procedures through process improvement and the involvement and use of multidisciplinary teams, supported by technical experts, with an agile approach that optimizes execution and improves performance, organization and competitiveness on the market. Specifically, this program involved the subsidiary KT, with four streams, respectively in the areas of Project Execution, Digital Engineering Processes, Supply Chain & Vendors Documents and Planning Workfront Definition, which have already brought the first results to the relative Steering.

A similar program was launched in MT Russia OOO, with a particular focus on Business Development, a global-local approach, Supply Chain Excellence with enhancement of In-Country Value (ICV) and review of the production model, also in terms of the mix of local and non-local skills.

Furthermore, the ICV program also proceeds apace for the constant improvement of knowledge of the local context at global level, the assessment of socio-economic impacts, the efficiency of the relationship with the main suppliers, as well as the optimization of local governance from an ICV perspective. Specifically, the collaboration between the Sales and Purchasing Functions has been strengthened from an organizational point of view and through the digital lever, thanks to the release of the new module dedicated to Category Management. Indeed, in collaboration with the Sales Department, on the basis of past results and market analysis of bids, local content targets were defined in terms of supplies and workforce for the execution of projects and the identification of purchasing opportunities, achieving an effective synergy between the action of Category Management and the various geographical areas where the Group operates.

This new functional integration makes it possible to estimate, beginning from the business plan, the quantities of materials to be purchased by product category and geography. The analyses carried out thus enable new supply chain strategies, including: i) identification of the quantities of materials to be purchased locally; ii) prior anticipation of Vendor Scouting requirements for the regions of interest to the Group and, lastly, iii) adaptation of the staffing of the local Supply Chain team to avoid any overload and/or delays in performances.

SYSTEM QUALITY

During the year under review, the Department once again guaranteed its support to the activities of revision and updating of the body of documents in force - for the definition of common operating guidelines and guidelines at Group level - also in terms of increasing uniformity and optimization of processes and operating methods. The evolution of the procedural system has developed in line with the organizational strategy, articulated along two main lines, namely supporting the Group in the implementation of solutions to consolidate leadership in the energy transformation and developing organizational and digital solutions to enable the operations workforce to execute projects in an increasingly efficient manner.

During 2021, NextChem obtained certification of compliance of its Quality Management System with ISO 9001:2015 international standard.

Moreover, following the incorporation of Neosia into MST, the ISO 9001 recertification process of MST S.p.A. (MST) was completed, with extension of the scope of application to the infrastructure and civil works sector.

The following compliance certifications have also been renewed and/or maintained: i) Quality Management System (ISO 9001 and ISO/TS 29001, where applicable) in the subsidiaries Tecnimont, Tecnimont Private Limited, TPI, KT, Stamicarbon, Neosia Renewables S.p.A., and MyReplast Industries and ii) Information Security Management System (ISO/IEC 27001) in the companies Maire Tecnimont, Tecnimont and KT.

In addition, the current SOA (Italy) and/or SRO (Russia) certification was renewed.

In collaboration with the Internal Audit Department, an assessment of the company MyReplast Industries was carried out in order to verify the consistency/applicability of the Group's document system to this specific industrial entity.

Finally, it is worth mentioning the completion of digitization of the process of managing Lessons Learned at Group level, which exceeded 900 instances dealt with, transforming them into interventions at process level.

Directors’ Report

65

GROUP BUSINESS SERVICES

In the current financial year, the Group Business Services Function was set up within Group Organization, ICT & System Quality. Within its field of competence, this Function carried out analysis, optimization, implementation and management of selected services for Functions and Projects such as Group Vendors Management.

It is worth noting the launch of the three-year VPE (Vendor Performance Evaluation) program, which, in addition to supplier scoring, has produced a new methodology that makes it possible to extend qualifications "by performance", to limit supply risks and guarantee better visibility of supplier competencies at Group level, thereby reducing qualification times and simplifying the process of issuing purchase orders.

A solution dedicated to the management of metal structural works has also been released in the Supply Chain Digitalization area, allowing the supplier direct access to an integrated collaborative platform (called End to End Material Tracking) to provide constantly updated information on the progress of supplies and shipments. This method enables digital control processes to be applied, for accounting purposes, to the calculation of on-site arrival time of materials and to cost control.

In addition, greater purchasing efficiency has been achieved in the transport of materials to worksites, leveraging a state-of-the-art technological platform that enables the best logistical solution to be identified from among the various ones available for each route and each shipment.

Finally, within the framework of the MOU signed with Leonardo, worthy of attention are the analysis and definition of a solution for the tracking and geolocation of materials located on site and currently being tested.

GROUP CATEGORY MANAGEMENT & SUPPLY EXCELLENCE

2021 was characterized by the consolidation of the Function in terms of organization, procedures, processes and systems in order to promote, in synergic collaboration with the other Functions involved, the optimization of business performance in terms of the Supply Chain, with reference to the entire EPC cycle.

The Group also continued its "In-Country Value" project and launched a "Maire Tecnimont UP - supporting SMEs" strand to support the growth of strategic suppliers belonging to the Group's supply chain in Italy, in terms of technological content and growth potential. The initiative included a series of activities to facilitate access to credit, support internationalization processes and strengthen training to encourage sustainable innovation, through a growth and development plan for strategic SMEs that comprises coaching and training initiatives in the fields of co-engineering, product and process innovation, project management, credit management, digitalization, and finalizing strategic partnerships in foreign markets.

The Category Management & Supply Excellence Department introduced a Category Management module as part of the Group’s ongoing digital transformation process, which exploits inter-departmental collaboration to generate predictive analysis of future purchases according to the Group's typical supply families and project types. A new three-year Vendor Performance program was also launched, targeted at introducing supplier performance evaluations and involving over 250 vendors with 850 purchase orders processed. This will make it possible to minimize supply risks and obtain better overall visibility of supplier skills at Group level, encouraging the extension of "by performance" qualifications with a further reduction in the current time and manhour burden by simplifying the process of issuing purchase orders.

It is also worth mentioning that, during the reporting period, there was a fruitful cross-functional collaboration between Engineering and Supply Chain in the Category Management team, thanks to which 59 initiatives were completed, involving all purchasing disciplines and enabling optimization in terms of times and costs, as well as an increase in the quality of the results obtained. Finally, it should be noted that a standard methodology for the optimization of economics resulting from Category Management was prepared. As for the coming months, in addition to the activities described above, the team will extend the Category Management approach to the energy transition business, bringing together the expertise developed in the conventional business.

In conjunction with the Sustainability Reporting and Sustainability Communication Functions, the Function participates in the task force dedicated to a program to reduce CO2 emissions at Group level, making its own contribution in terms of emissions due to the production of project materials, relating to packaging and, lastly, attributable to the related logistics.

Directors’ Report

66

In line with previous years, support was guaranteed for the Proposal and Cost Estimate phases of commercial initiatives and new projects, digitizing the relative Project Vendor Lists. In line with the Group's guidelines and the growing "local content" requirements of clients, numerous scouting initiatives in support of local markets were also managed.

Finally, regular supplier management activities, anti-terrorism compliance checks and qualification process supervision continued in compliance with the Group’s updated PRG-500 procedure.

11.Industrial Relations

Also in 2021, the Corporate Management of the Parent Company and its subsidiaries maintained concrete relations with trade union organizations and workers' representatives, monitoring the evolution of the pandemic crisis and successfully converging on the need to ensure continuity in production.

In January 2021, in particular, the Corporate Departments of the companies Neosia S.p.A. and MST S.r.l. concluded the merger by incorporation process, initiated in the second half of 2020, with the transformation of the incorporating company MST S.r.l. into a joint-stock company.

In addition, in the first half of 2021, MST’s corporate management team, the unitary union representatives, and Rome's metalworking sector trade unions signed a supplementary contract to introduce regulations already applied to all Italian Group companies.

As part of the corporate rationalization project, the NextChem Group carried out a process of corporate, with the constant involvement of Company Management and trade union representatives, which concluded with the merger of its subsidiaries MyReplast S.r.l. and Green Compound S.r.l and a merger by incorporation between NextChem and its subsidiary Bio-P. Both operations ended with the seamless transfer of the workers involved.

The continued analysis to introduce the BE ADAPTIVE! program to some Group countries led to the adoption of the relative Regulation, with appropriate adjustments made on the basis of local legislation in India and the Netherlands. A prior profitable trade union discussion also took place with the Work Council.

Within the scope of the Group's broader Sustainability Plan, Maire Tecnimont Corporate Management has achieved the objective, in terms of "People Care", of aligning the employee insurance coverage in place at the various Italian and overseas companies. Moreover, recognizing the need to identify new measures to promote the reconciliation of care, life and work needs, which favor, in particular, the development of parenting skills and the sharing of responsibilities and childcare burdens in full respect of inclusivity, and pursuant to Law No. 162/2021 covering equal opportunities between men and women in the workplace, in December the Corporate Management of the Italian companies of the Group proposed to the Trade Union Representative Body (RSA) of the Executives and the General Workers’ Representative Body (RSU) of the main Italian companies to enter into an agreement with the aim of effectively supporting the use of parental leave by new mothers and fathers.

Finally, in the area of training, agreements were signed with the trade unions and the General Workers’ Representative Body (RSU) by management of the main Group companies, making it possible to submit an application for a contribution to the Fondo Nuove Competenze (New Skills Fund) of the Italian National Agency for Active Labour Policies (ANPAL).

12.Health and safety

The Maire Tecnimont Group is committed daily to promoting workplace safety, environmental protection and individual wellbeing. We pay constant attention to creating and maintaining a positive work environment, in which people can work safely, be aware of residual risks and environmental impacts that their work may entail, have the opportunity to cooperate and share work and personal experiences, and grow professionally together with their colleagues.

Directors’ Report

67

For Maire Tecnimont Group, people have a distinctive value. For this reason, risks to the health and safety of employees in offices and construction sites are subject to constant monitoring and mitigation measures.

Individual safety and protection are thus not just a priority, but a fundamental value that each of us puts into practice in his or her daily activities, day after day. We are committed to increasing the engagement of our colleagues, clients and subcontractors, because HSE is a value in which all of us need to believe and with which we must identify.

The Group – which strives to prevent accidents and mitigate its impacts on the ecosystem – is thus committed to providing working environments, services and industrial facilities that satisfy applicable legal requirements and the highest health, safety and environment standards, by promoting a “safe workplace” and environmental protection, throughout all areas of its operations and all stages of execution of a project, at both its offices and construction sites.

In order to best achieve these goals, we have designed and set up a Maire Tecnimont Group Health, Safety and Environment Multi-Site management system, complying with the ISO 14001 and ISO 45001 standards, considering a global vision and centralized management necessary to achieve excellence.

The HSE Policy lays down the principles, goals, targets, roles, responsibilities and management criteria essential to managing HSE issues. These goals and targets are circulated to Group companies by the top management and pursued with the involvement of all personnel in each activity during the engineering, procurement, construction and commissioning stages of our projects. Constant, intensive monitoring and periodic audits within the organization are conducted by internal HSE auditors and certified external entities in order to ensure actual compliance with HSE obligations.

The Maire Tecnimont Group considers its employees as a strategic resource and therefore ensures the respecting of their rights, supporting professional and personal development in all environments. Training is essential to creating value for our stakeholders and to constantly developing the professional skills and abilities of all of the Group’s employees. Intensive training programs are planned which include specific courses to improve their knowledge of health, safety and environment issues, personalized to suit each employee's role and responsibilities. Training is also key to preventing accidents at construction sites.

In the past three years, over 5.2 million hours have been dedicated to HSE training courses. The ratio of HSE training hours to hours worked on construction sites was 2.45% in 2019, 2.91% in 2020 and 2.78% in 2021. This has developed well over the three-year period, peaking in 2020 with the extensive information and awareness campaign to reinforce the policies and conduct to be adopted in the fight against COVID-19.

Regarding office and site personnel of the entire Maire Tecnimont Group, the average training hours per employee on topics of HSE, Social Accountability and Project Quality were 11.9 hours in 2019, 7.3 hours in 2020 and 11.6 hours in 2021. The increase in 2021, in terms of hours per employee, reflects the Group’s ongoing commitments to HSE training and awareness activities. All workers of subcontractors working on the Group’s construction sites also receive training on health, safety, environmental and human rights issues.

Maire Tecnimont Group HSE results are significant and indicative not only of the adoption of correct methodologies and compliance with the requirements of international laws and standards, but also of the awareness and involvement of all those who take part in our activities.

Our commitment is most sharply focused on this area: the challenge is to “humanize” HSE. Within this scope, in 2018 we launched a four-year plan to boost HSE awareness within the Maire Tecnimont Group: “Safethink HSE Awareness Program”.

The Program breaks down into a series of initiatives, all focused on this singular objective, applying a multi-stakeholder approach. Since 2019 we have introduced and developed a range of activities, mainly the challenging objectives to create the innovative “Safethink” brand to underlie a new shared HSE culture and identity and the communication campaign of the same name. After these initial program launch activities, the Maire Tecnimont Group is committed to reinforcing this culture through an ever-deeper humanization program that promotes the engagement of all employees and stakeholders and ensures that the new HSE vision is applied by each of us in all of our activities. Despite the critical situation arising in 2020, we responded with complete resilience, continuing our journey by adapting and tailoring our objectives to the emergency situation. Not only did our activities thus never stop, but we indeed had to step them up to maximize the focus on prevention and protection of individuals.

Directors’ Report

68

HEADQUARTERS PERFORMANCE

The Hydrocarbons business unit, at Group headquarters, worked a total of over 24.2 million hours in the last three years. Including branches, the hours worked were 8,063,986 in 2019, 8,151,755 in 2020 and 8,021,693 in 2021.

Injuries (commute events are not included) recorded were four in 2019 (with 116 days lost), zero in 2020 and 2021. According to the OHSA, the Lost Time Injury Rate (LTIR)1 declined in the three reporting years, coming to 0.099 in 2019, 0 in 2020 and 0 in 2021. The same decline was also seen at the level of the Total Recordable Injury Rate indicator according to the OHSA, coming to 0.149 in 2019, 0 in 2020 and 0 in 2021.2

In Italy, as per national legislative provisions, commuting accidents away from company sites are also recorded. Over the past three years, commuting accidents for the Group’s Italian companies were 9 in 2019, 3 in 2020 and 5 in 2021.

The Green Energy business worked a total of over 0.49 million office hours in the last three years. In particular, office working hours numbered 105,161 in 2019, 198,129 in 2020 and 191,171 in 2021.

No injuries were recorded in 2019, one injury was recorded in 2020, with 53 lost working days, and in 2021 no injuries were recorded. The Lost Time Injury Rate (LTIR) index, according to OHSA, was 0 in 2019, 0 in 2020 and 0 in 2021. The same trend was seen for Total Recordable Injury Rate indicator, according to the OHSA.

In the past three years, there have been no commuting accidents for the Green Energy business unit.

SITE PERFORMANCE

For the Hydrocarbons business unit, the Group adopts the main performance indicators of US Occupational Safety and Health Administration (OSHA) and International Association of Oil & Gas Producers (IOGP) standards for monitoring, identifying improvement areas and promoting a committed approach to workplace HSE.

Over the last three years, on-site work hours of the Hydrocarbons business unit of Maire Tecnimont numbered over 195 million.

The following table presents the main safety indicators for the Maire Tecnimont Group on the basis of the IOGP criteria.

Safety indicators for Hydrocarbons BU according to IOGP

2019

2020

2021

Site hours worked (employees+subcontractors) - mln

103.9

38.7

53

Lost time injury rate - LTIR3

0.096

0

0.038

Total recordable injury rate - TRIR 4

0.317

0.077

0.245

1 Lost Time Injury Rate (LTIR) is the number of injuries resulting in an absence from work of at least one day, divided by the hours worked in the year multiplied by 200,000. The LTIF indicator considers fatal accidents and injuries with lost days.

2 Total Recordable Injury Rate (TRIR) is the total number of injuries recorded, divided by hours worked in the year multiplied by 200,000. The TRIR indicator considers: fatal accidents, injuries with lost work days, events limiting working activity, events requiring medical care.

3 Lost Time Injury Rate (LTIR) is the number of injuries resulting in an absence from work of at least one day, divided by the hours worked in the year multiplied by one million. The LTIF indicator considers fatal accidents and injuries with lost days.

4 Total Recordable Injury Rate (TRIR) is the total number of injuries recorded, divided by hours worked in the year multiplied by one million. The TRIR indicator considers: fatal accidents, injuries with lost work days, events limiting working activity, events requiring medical care.

Directors’ Report

69

The values and trends established by these indicators are periodically compared with international benchmarks, such as those provided annually by IOGP for EPC (Engineering Procurement & Construction) contractors.

The IOGP figures for 2021 are not yet available (as the benchmark figures will be published in Q2 2022) and the Group will therefore maintain the same 2020 benchmark figures also for 2021.

The analysis of the trends in recent years bears out the commitment to excellence in accident prevention within the Group: our values remain consistently well below the IOGP benchmarks, with a constant decline since 2015.

The Group’s strong focus on health and safety issues is an aspect documented by an average injury rate (LTIR) constantly below the industry average. In 2021, if the same reference data are kept for 2021 as in 2020, the LTIR indicator is three times lower than the benchmark, while the TRIR is 2 times lower than the benchmark.

The Green Energy5 business worked a total of over 2.1 million hours in the last three years. Site working hours, including employees and subcontractors, totaled over 1.501 million in 2019, over 0.45 million in 2020 and over 0.15 million in 2021.

Reportable accidents calculated per 1 million hours worked were as follows for the Accident Frequency Index (INAIL) and per 1,000 hours worked for the accidents gravity index (UNI: 7249).

•The Lost Time Injury Frequency index6 was 6.66 in 2019, 4.39 in 2020 and 26.46 in 2021;

•The Injury Severity Index7 was 0.353 in 2019, 0.377 in 2020 and 0.4578 in 2021.

In accordance with Article 5, paragraph 3, letter b, of Legislative Decree 254/2016, the Group prepared a consolidated non-financial statement as a separate report; pursuant to Articles 3 and 4 of Legislative Decree 254/2016, the 2021 Sustainability Report, published on the company website at www.mairetecnimont.it., in the “Investors” section, constitutes the Non-Financial Statement, which should be consulted for additional details regarding health and safety activities.

13.Innovation and Research & Development

Innovation has always been in our DNA and our Group carries it out on many fronts, often interconnected. Our investments in innovation are represented every year by thousands of man-hours spent on setting up plant technologies, on the optimization of EPC, in the development of patents, in digitalization, in many international research projects, some of which we are also coordinators and responsible for the construction of pilot plants.

Technological advantage is considered a key strategic asset for the Group, mainly advancing its innovation strategy and protecting the portfolio of developed patents and technologies.

In addition, the Maire Tecnimont Group relies on its wealth of intellectual property and technological expertise to develop new commercial projects and new alliances regarding technologies and licensees.

The Maire Tecnimont Group has a portfolio of over 1,850 patents, mainly in the urea and fertilizer segments, among others.

Patents and other intellectual property rights concerning the Group products and services, including the commercial brands, are a key asset for the Group’s positioning and success.

5 The figures do not include those for MyReplast and Green Compound plants

6 The Lost Time Injury Frequency index is the number of accidents with loss of working days (fatal events + events causing the loss of working days + events work activity limitations + events requiring medical treatment) / hours worked x 1 million. The TRIR indicator considers: fatal accidents, injuries with lost work days, events limiting working activity, events requiring medical care.

7 The Injury Severity Index is the total number of lost working days divided by hours worked x 1000. The indicator considers the lost working days following accidents. The gravity index is defined as per the OSHA Forms 300 method.

8 There were also 114 days lost in 2020 due to recovery from an injury that occurred in FY 2019.

Directors’ Report

70

Maire Tecnimont has invested approx. Euro 35 million over the last five years in the Green Acceleration project, in innovation projects, also through targeted start-ups and partnerships and creating a portfolio of technologies which optimally respond to the new demands of the energy and chemicals industry revolution.

Innovation is also one of the Group’s main competitive advantages. We therefore constantly improve our Research and Development operations and our portfolio of innovative proprietary technologies in order to develop our position as a supplier of technology for the refinery, energy, oil&gas and petrochemical sectors. We develop a certain number of innovation projects each year and actively cooperate with research centers and industrial partners to continuously improve the overall performance of our technologies.

The Maire Tecnimont Group has a long history of collaboration with leading universities, technology suppliers, research centers and commercial partners. Over recent years, the Maire Tecnimont Group has extended its collaboration with leading Italian and overseas universities by developing research projects and exchanging opinions and ideas, building in this way a solid bridge between the academic and industrial worlds.

The long-standing collaboration between Maire Tecnimont and the Milan Polytechnic was further strengthened through partnerships on research projects and the funding of an “Engineering and chemical projects management” chair, beginning in 2018 for 15 years, in addition to close cooperation in the field of teaching, specialization and the guiding of young people.

In 2019, in a scenario where innovation is a critical success factor, Maire Tecnimont entered into a synergy with LUISS Guido Carli University to create an Open Innovation teaching post, the first of its kind in Europe. In addition, important partnerships are underway with Sapienza in the field of technologies for the energy transition and in the socio-economic area, as well as with the Bio-Medical Campus, in the context of the Master's degree course in Chemical Engineering for Sustainable Development. Other Italian academic partners include the University of Salerno and the University of Messina.

In the international field, since 2018 the Group has undertaken a partnership in Azerbaijan with BHOS (Baku Higher Oil School), providing concrete support for the specialized university course and research support. In India, a collaboration with the National Institute of Technology Karnataka has been underway since 2020 as part of corporate giving activities.

Further collaborations are underway with the Technical University of Eindhoven, the Ecole des Mines in Paris, and Tecnalia, a research center in Spain for the development of membrane reactors for hydrogen production.

Maire Tecnimont, via its subsidiaries NextChem, KT – Kinetics Technologies and Stamicarbon participates, as a coordinator or partner, in numerous research projects. Some of the projects are funded by the EU, while others are funded at the national level. The main projects concern research activities for the production of green hydrogen, CO2 valorization and the introduction of solar energy in processes, valorization of waste streams and use of algal biomass, chemical recycling of plastics and energy saving and reduction of CO2 emissions.

Maire Tecnimont felt a strategic need to adopt an open innovation model that seeks not to confine innovation processes, but to open them up to collaboration through an extended network of actors, leverage external resources, develop new services/products and generate new business ideas and opportunities for the group and system. To this end, the Group has decided to adopt an Open Innovation practice to support the ongoing process of transformation relating to the issues of Open Innovation and Open Green Innovation, to promote and spread a culture of Open Innovation, to keep track of hotbeds and areas of innovation, to coordinate open innovation internal and external to the Group and to enable an innovation ecosystem.

During the year we consolidated some initiatives, in continuity with the work started in 2020, and started new strategic collaborations always with a view to enabling the Open Green Innovation model.

The subsidiary NextChem is working actively and has a portfolio of extremely interesting technologies and projects in the field of green chemistry, the circular economy, biofuels, CO2 capture and recovery and constant research activity relating to important projects of an international scope.

Directors’ Report

71

One particular project in which we are highly involved at the Group level relates to the creation of circular districts at sites of national interest, traditional brownfield sites to be converted back to the green economy.

We developed a green circular district model that integrates and includes various technologies for the energy transition, a model that combines the circular economy and decarbonization and that can yield benefits for the environment (reduction of waste disposed of in dumps and by burning and reduction of CO2 emissions), society (new jobs, reskilling) and the economy (knock-on effect, new downstream chains) for a country that, like Italy, has many traditional industrial sites that are now obsolete and require the launch of a decarbonization and green reconversion project.

The circular district model is an industrial symbiosis between plastic waste recycling technologies, use of waste to produce circular chemical products and green hydrogen production. It is particularly suited to the green reconversion of traditional industrial sties, such as refineries and steel plants. A technology platform for the chemical conversion of non-recyclable plastics is used to obtain green chemical products and fuels such as hydrogen, methanol, ethanol and ammonia with a small carbon footprint and with the benefit of increasing the waste recycling rate, preventing waste from being burned or dumped. These are products that Italy imports from abroad, and hence projects of this type yield enormous benefits in economic terms as well, also considering that they enable the creation of downstream chains that currently do not exist and provide a knock-on effect for their communities as well as new jobs. This solution solves Italy’s problem with waste exceeding its disposal capacity, above all in the South. This model helps the country reach its decarbonization goals and industry to achieve green innovation.

The Group is investing considerable resources and attention in this project. We view it as fusing together various aspects: our ability to develop and promote synergies between players, our engineering acumen for identifying innovative solutions to complex problems, our ability to devise solutions that are economically sustainable, profitable and attractive to investors, and our ability to execute - a guarantee of excellence in plant design and construction. This project creates a new face for the Maire Tecnimont Group as an enabler of the energy transition.

The transition from fossil fuel energy production to renewable energy production is taking place with increasing speed but will necessarily be gradual, requiring a deep transformation of business models, a process of technological and plant innovation and a new ability to work across chains. The shift from an industry with processes based on fossil raw materials to a green industry that uses feedstocks derived from raw materials of biogenic origin and urban, plastic and biomass waste lies at the heart of the energy transition. The chemical world is evolving rapidly to meet European and global decarbonization targets. The new chemicals industry will be increasingly focused on recycling of waste, biochemistry and electrochemistry, and we have already identified a range of solutions to meet this challenge.

As Maire Tecnimont we had already begun ten years ago to develop projects in new technologies for the energy transition, focusing increasingly on our distinctive abilities, which allow us to be both technological innovations and industrial enablers. We were pioneers of this transformation and Italy was a pioneer of green chemistry; today we have a key role to play in opening up a new industrial cycle to support the energy transition, while creating jobs and long-term industrial value.

The Group is committed to being at the forefront of the digitization of engineering, procurement and construction, as well as supply chain coordination. The Digital Program continues to develop according to two distinct, synergistic processes: 1) Digitalizing core processes by improving the operating models with the application of digital enablers to increase competitiveness by reducing costs to build and operate plants for both MET Group companies and their clients; revising sequences and optimizing timescales to expedite bidding and project execution; and improving productivity and performance in terms of energy efficiency and sustainability. 2) Bringing digital advantages by integrating new digital services for current and prospective clients into the MET Group’s value proposition to identify new services that generate value enabled by technology; and improving the client’s experience and the positioning of the business for the MET group and assessing new opportunities to improve the generation of in-country value (ICV).

Directors’ Report

72

In accordance with Article 5, paragraph 3, letter b, of Legislative Decree 254/2016, the Group prepared a consolidated non-financial statement as a separate report; pursuant to Articles 3 and 4 of Legislative Decree 254/2016, the 2021 Sustainability Report, published on the company website at www.mairetecnimont.it., in the “Investors” section, constitutes the Non-Financial Statement, which should be consulted for additional details regarding Innovation, Research and Development activities.

14.Risks and uncertainties

In this section the main risks and uncertainties concerning the Maire Tecnimont Group and its sectors are outlined. The factors considered by the company risk system regarding the foreseeable future are for this purpose analyzed.

The Maire Tecnimont Group’s core operations concern the design and construction of Hydrocarbons sector plant and the design and construction of major works. Additionally, the Group is active in the licensing of patented technology and proprietary know-how to urea producers and in green acceleration initiatives managed by NextChem and its subsidiaries targeting the circular economy through the implementation of mechanical plastics recycling and chemicals recycling.

The Group’s internal control and risk management system includes a continuously evolving Risk Management framework integrated in business processes, extended to all operating entities, and aimed at identifying, assessing, managing and monitoring risks according to sector best practices.

BACKLOG RISKS

The consolidated Backlog at December 31, 2021 was Euro 9,488.2 million. The timing of revenue and expected cash flows is subject to uncertainty as unforeseeable events may occur which impact Backlog Orders (such as for example the slowdown of works, the delayed start-up of works or indeed the interruption of works or other events). The Group mitigates this risk through termination/cancellation clauses which ensure adequate reimbursement on the occurrence of such events.

BACKLOG CONCENTRATION RISKS AND DEPENDENCE ON A CURTAILED NUMBER OF MAJOR CONTRACT OR

CLIENTS

At December 31, 2021, approx. 71% of Group consolidated revenues related to 13 major contracts, corresponding at the same date to approx. 47% of the Backlog value. Any interruptions or cancellations to even one of the major contracts, subject to applicable legal and contractual remedies, may impact on the Group’s results and balance sheet. In addition, the Group works with a contained number of clients. At December 31, 2021, consolidated revenues from the 10 leading clients constituted 64% of total consolidated revenues. In relation to the concentration of the value of the Backlog by Region, reference should be made to the “Backlog by Business Unit and Region” section which indicates that after the major acquisitions in 2021 the highest amount is concentrated in the Middle East (approx. 36.4%), with a simultaneous significant reduction of the concentration in non-EU Europe, essentially Russia, which accounts for approx. 17% of the consolidated value of the backlog at December 31, 2021. One of the key operational guidelines concerns the greater distribution of initiatives among more clients and thereafter the opening up to new markets and clients.

RISKS RELATED TO GROUP SECTOR INVESTMENT

Group markets are cyclical, principally dependent on available investment, which in turn is impacted by: (i) economic growth and (ii) a significant number of economic-financial (e.g. interest rates and the price of oil) and political-social (economic, public spending and infrastructure policies) variables. Therefore, general recessions may impact the Group’s results and balance sheet. Due to the nature of such risks, the Group must therefore rely on its event forecasting and management capabilities. In particular, the Group has integrated the risk philosophy into strategic and commercial planning processes through the definition of commercial and risk guidelines and process structuring aimed at selecting and prioritizing initiatives according to country and sector risks, rather than counter-party risks. Consideration of such risks is also guaranteed by strategic goal progress monitoring in terms of portfolio composition and diversification, and risk profile evolution.

Directors’ Report

73

RISKS RELATED TO INTERNATIONAL OPERATIONS

The Group is engaged in approx. 45 countries and is therefore exposed to a range of risks, including any restrictions on international trade, market instability, foreign investment restrictions, infrastructural deficiencies, currency movements, currency limitations and controls, regulatory changes, natural catastrophes (e.g. earthquakes and extreme weather events) or other extraordinary events (e.g. wars and acts of terrorism, major raw material or semi-finished product or energy supply interruptions, fires, sabotage, attacks or kidnappings). The Group in addition is subject to the risk of greater operational difficulties in regions featuring high levels of corruption, distance from the markets and the traditional workforce and material procurement sources, and which often are politically and socially difficult and unstable (e.g. the Middle East, Russian Federation, Latin America and Nigeria). In order to mitigate this risk, appropriate insurance and/or coverage for the type of risks at issue to mitigate financial impacts from such instability may be undertaken.

LEGAL AND COMPLIANCE RISKS

This category comprises risks relating to sector or country specific management of legal issues, compliance with legal and regulatory requirements (e.g. taxation, local legislation) and contractual risks in relation to Business Partners. Maire Tecnimont considers the monitoring of the legal aspects of contracts and of counterparty relations of critical importance. Risks include possible cases of internal and external fraud, and, more generally, of non-compliance with procedures and policies designed to regulate company operations.

In light of such factors, Maire Tecnimont adopts a multi-level regulatory risk monitoring, management and mitigation policy through constant collaborative dialogue with counterparties and business units affected by regulatory developments, and full assessment of potential impacts.

RISKS RELATED TO JOINT LIABILITY TO CLIENTS

Group companies execute orders independently or together with other operators through the incorporation (for example) of consortiums in Italy or joint control arrangements overseas. In this latter case, each party under applicable public regulations or general contractual practice are usually jointly liable to the client for the design and construction of the entire works. In the case of damage suffered by a client caused by an associated operator, the Group company involved may be called to replace the damage-causing party and fully compensate the damage caused to the client, subject to the right of regress against the non-compliant associated operator. The right to regress among associated operators is normally governed among the partners through contracts (usually called cross indemnity agreements). Group policy is to conclude agreements/associations with operators of proven sector experience and appropriately verified available capital. This policy has ensured that the assumption of partner obligations by a Group company has not yet been requested as a result of non-fulfilment.

RISKS CONCERNING LIABILITY TO THE CLIENT FOR NON-FULFILMENT OR DAMAGE CAUSED BY SUB-

CONTRACTORS OR SUPPLIERS

In executing operations the Group relies on third parties (including sub-contractors) to produce, supply and assemble part of the plant constructed, in addition to suppliers of raw materials, semi-finished products, sub-systems, components and services. The Group’s capacity to discharge its obligations to clients is however reliant also on the fulfilment of contractual obligations by sub-contractors and suppliers. In the case of Group sub-contractor or supplier non-fulfilment (even partially), the provision of products and/or services not in line with that agreed or falling short of the required quality or with defects, the Group may incur additional costs due to delays or the need to deliver replacement services or procure equipment or materials at a higher price. In addition, the Group may in turn not fulfil that agreed with the client and be subject to compensation claims, subject to the Group’s right to regress from non-compliant sub-contractors and suppliers. However, where the Group is unable to reclaim the entire compensation paid from such parties through its right to regress, the Group results and balance sheet may be impacted. The Group system for the assessment and selection of suppliers, identified on the basis of price, in addition to their technical abilities and capital structure, requires the request and provision of bank performance guarantees from such parties. Group companies are also covered by appropriate insurance policies to meet any particular difficulties.

Directors’ Report

74

RISKS RELATED TO ORDER EXECUTION

Almost all of Group consolidated revenues concern long-term contracts, whose settlement (in favor of the Group) is established at the date of the tender or the awarding of contract, particularly for lump sum - turn key contracts. For such contracts, the margins originally estimated by the Group may reduce due to higher costs incurred by the Group during order execution. Where the Group’s policies and procedures to identify, monitor and manage costs for order execution do not reflect the duration and complexity of such orders, or are no longer accurate following the occurrence of unforeseeable events, the Group’s results and balance sheet may be impacted.

This dimension is critical in the effective assessment of Group core business risks, requiring the definition of tools to identify and monitor contract risks right from the bidding phase, as part of an in-depth risk and opportunity assessment procedure. Once risks have been assumed on the basis of informed decisions by management, constant monitoring is critical in proactively and dynamically managing risk exposure and evolution over time.

The analysis of significant risk dimensions and related risk areas offers management both a detailed (i.e. contract) and portfolio (i.e. total exposure) vision of the risk profile assumed by the Group, as well as exposure limits set by risk containment capacities. Through the use of appropriate risk management tools, the portfolio vision facilitates systematic assessments of the potential risk profile evolution due to certain events or decisions.

The risk management framework, outlined above and subject to ongoing developments, is oriented to supporting decisional and operational processes at every step in the management of initiatives, in order to minimize the occurrence of certain events that might compromise ordinary operations or defined strategic objectives of the Group. For this reason, the framework is integrated into strategic and commercial planning processes, thus incorporating formal consideration of the Group’s risk profile and decisions regarding its risk appetite.

IT RISKS

The reliability of the Group’s IT systems is critical to achieving its corporate goals. Particular attention is paid to the technology used to protect confidential and proprietary information managed by IT systems. However, both hardware and software products and information contained in corporate IT systems may also be vulnerable to damage or disruption caused by circumstances beyond our immediate control, such as malicious or fraudulent activities by unauthorized third parties accessing confidential information via written or verbal communications, e-mails, faxes, letters, phone, cyber attacks, network or computer failures, or computer viruses. The inability of IT systems to function properly for any reason may compromise operational activities, resulting in reduced performance, significant repair costs, transaction errors, data losses, processing inefficiencies, downtimes, disputes, and negative effects on financial flows and reputation. In order to prevent such risks, the Group’s IT systems and related processes have been structured and organized as per Maire Tecnimont’s IT policies to prevent both cyber attacks and social engineering fraud. Integrated solutions have been developed for the main areas of focus, including: cloud infrastructure archival; the Enterprise Access Service, which authenticates users via multi-factor and certificate authentication security procedures and blocks and reports access attempts from devices without anti-virus software, devices connecting from untrusted locations and users not complying with company policies; the artificial intelligence based anti-fraud system; open source intelligence tools that search for sensitive corporate information on the dark web and protect domains and users; constant and effective threat management via a 24/7 Security Operations Centre, in order to mitigate viruses, phishing, spamming, spoofing, malicious domains, and so on; periodic IT security assessments in accordance with ISO 27001 guidelines; internal simulated phishing campaigns, using various technologies, such as instant messaging, e-mails and paper documents, in order to identify specific at-risk groups of users and identify training needs; extensive IT security and behavioral training for employees; timely communications to all Group employees as soon as the dedicated threat team identifies new phishing campaigns, potential fraud attacks or new system vulnerabilities; integrated and centralized payments managed directly by headquarters and advanced security policies to manage bank details along the entire value chain.

Directors’ Report

75

15.Financial risk management

The Group’s principal financial risks stemming from core operations are outlined below:

MARKET RISK

The Group operates within an international environment and is subject to interest rate, exchange rate and price risk. A risk of fluctuating cash flows from core operations therefore follows, which may only partly be mitigated through appropriate policies.

PRICE AND CASH FLOW RISK

Group results may be impacted by raw material, finished product and insurance cost price changes. This risk is mitigated through a precise and timely procurement policy, the use of derivative contracts, and/or in some cases, by charging the client for increases in the price of supplies, where contractually allowed. The Maire Tecnimont Group also seeks to minimize transaction currency risk through derivative contracts.

CURRENCY RISK

The currency used for the consolidated financial statements is the Euro. As stated, the Group operates in an international environment, with part of its receipts and payments made in currencies other than the Euro. A significant amount of projects are quoted in or linked to the US Dollar or Russian Ruble; this factor, together with timing differences between the accrual of revenues and costs in currencies other than the presentation currency and their financial realization, exposes the Group to currency risk (transaction currency risk).

The Maire Tecnimont Group seeks to minimize transaction currency risk through derivative contracts. Group level planning, coordination and management of such operations is carried out by the Finance Department, which monitors the correct correlation between derivative instruments and underlying cash flows and their appropriate representation as per international accounting standards.

The Group furthermore has investments in subsidiaries in countries not belonging to the Eurozone and shareholders’ equity changes from local currency movements against the Euro are temporarily recognized to the “translation reserve” shareholders’ equity reserve.

INTEREST RATE RISK

Maire Tecnimont Group interest rate risk essentially concerns its variable medium/long-term loans. Variable rate debt interest rate risk not hedged through derivative instruments is however partly mitigated by liquidity remunerated at rates indexed to the same debt parameter (euribor). Any consequent interest rate fluctuations may create similar effects upon cash flows generated from inventories, although in an opposing manner than those produced on cash flows related to debt positions.

The Group also has Interest Rate Swap (IRS) derivatives to hedge the exposure to the risk of variable interest rates on a portion of the loan signed by Maire Tecnimont S.p.A. for Euro 365 million, 80% of which is backed by SACE’s Garanzia Italia (Italy Guarantee).

Directors’ Report

76

MAIRE TECNIMONT SHARE PRICE CHANGE RISK

The company utilizes derivative instruments to hedge against movements in the Maire Tecnimont share price, in view of the implementation of a buy-back program to satisfy the “Equity Settled” employee plans, as the Group has assigned its capital instruments as additional remuneration for services received (employment). Maire Tecnimont S.p.A therefore subscribed cash-settled Total Return Equity Swap (TRES) derivative instruments, undertaken to hedge against movements in the Maire Tecnimont share price.

CREDIT RISK

The Group credit risk represents the exposure to potential losses deriving from the non-compliance with obligations by counterparties. This stems from normal operations and is monitored by the operating and financial departments on the basis of set procedures, which establish the methods for quantifying and controlling client risk.

They are managed according to procedures, including credit recovery and dispute management. Presently, there is no significant concentration of credit risk by region or by Client, as the Group operates on geographically diversified markets and through a range of clients and business lines.

Credit risk is represented by the exposure to potential losses deriving from the non-compliance of obligations by buyers, who are almost entirely connected to sovereign states, government bodies, overseas state entities, public administrations or large oil companies. Credit risk is, therefore, essentially linked to country risk.

Receivables were recognized net of write-downs calculated according to counterparty non-compliance risk, based on client reliability (third parties, related parties and public sector clients). For IFRS 9 – Financial Instruments, the impairment requirements are based on an expected credit loss (ECL) model utilizing supporting information, available without unreasonable charges or effort, which includes historic, current and projected figures.

LIQUIDITY RISK

This risk concerns the difficulty in sourcing new funding or access to liquid assets, resulting in the enterprise’s failure to satisfy payment commitments, being forced to incur additional funding costs or, in extreme instances, being faced with potential insolvency which may put its going concern at risk.

At the present moment, Maire Tecnimont considers that the good levels of liquidity held and prudent and functional management of the credit lines available are important elements for stability and sufficient to guarantee the resources necessary for operating continuity. The management of liquidity risk is based above all on the strategy of containing debt and maintaining financial equilibrium.

Cash and cash equivalents at December 31, 2021 amounted to Euro 677,100 thousand and compared to December 31, 2020 decreased by Euro 28,227 thousand. However, operating activities in 2021 generated significant cash flow totaling Euro 196,499 thousand and posted a steady improvement from the second quarter of 2020. Liquidity levels ensure short-term financial stability.

The Group also believes that when business recovers - as already seen in part towards the end of 2020 and in 2021 - the effects on production volumes, invoicing and consequently also cash flows will normalize, that within the framework of the pandemic caused a number of clients to defer scheduled payments and also the approval process of works, due to the impossibility to operate normally remotely, also with regards to certain settlement activities under negotiation and finally thanks to the acquisition of major new projects in 2021 with related advances from clients for amounts yet to be collected.

Directors’ Report

77

The following table shows the lines of credit available to the Group as of December 31, 2021, broken down by type, distinguishing between amounts granted and used:

Lines of credit granted to and used by the Group as of December 31, 2021

Description

Amt. Granted (€)

Amt. Used (€)

Amt. available

Account overdraft facilities, revolving facilities and lines of credit

277,803,340

10,000,000

267,803,340

Advances on invoices - Factoring

48.500.00

544,309

47,955,691

M/L loans - Bonds

735,995,662

-

Total

1,062,299,002

746,539,971

315,759,031

In addition, on December 16, 2021 - The Board of Directors of Maire Tecnimont S.p.A. approved the launch of its first Euro Commercial Paper Program to issue one or more non-convertible notes. The ECP Program, which will be placed with selected institutional investors, will be unrated and have a term of three years. The maximum aggregate amount of Notes issued and not redeemed under the ECP shall not exceed, at any time, Euro 150,000,000. The Notes will not be listed on any regulated market, may be denominated in Euro, USD, GBP, CHF or any other currency and the maturity of individual Notes may not be less than one day or more than 364 days from the date of issuance inclusive, to and excluding the maturity date.

The ECP Program will allow the Company to diversify its short-term financing instruments, obtain a wider choice of funding and optimize its debt management in terms of maturity and pricing profile.

FINANCIAL COVENANT RISK

This concerns the possibility that loan contracts include clauses permitting the lending Banks and other lenders to request immediate repayment on the occurrence of certain events, resulting therefore in a liquidity risk.

In 2018, the subsidiary Tecnimont S.p.A. agreed a medium/long-term cash loan for a total amount of Euro 285 million. The operation stipulated the issue of a new medium/long-term cash credit line for Euro 185 million and the increase of the “Revolving Facility” credit line issued in favor of Tecnimont from Euro 50 million to Euro 100 million. The Loan Agreement made it possible to further reduce the applicable margin of the Group’s medium to long-term bank debt from 1.95% to 1.70%, extending the repayment period from March 2022 to June 30, 2023, and remodeling the repayment plan. The Loan Agreement thus has a duration of 5 years, with repayment beginning in June 2020 and the last instalment due on June 30, 2023. During 2021, repayments were made for a total principal amount of Euro 30 million.

The loan includes covenants in line with normal business practice for such operations; specifically, the loan’s financial covenants concern the ratio between the net financial position and net equity, as well as between the net financial position and EBITDA on a half-yearly basis, with next measurement based on the FY 2021 figures.

In 2019, Maire Tecnimont made a further commitment to its Green Acceleration project, launched in 2018, by taking out a “ESG Linked Schuldschein Loan” to support Group investments in green technologies. The instrument is divided in two tranches with an average duration of approximately 5 years, total repayment at maturity, and an average rate of approximately 2.3%. The cost of the instrument may also vary – including downwards – in relation to the achievement of the Group's CO2 emission reduction targets.

The bonds are supported by covenants in line with market practice; specifically, the bond covenants regard the maintenance of a ratio between the net financial position and EBITDA on a yearly basis, with the next measurement based on the figures on the FY 2021 figures.

Directors’ Report

78

On May 3, 2018, Maire Tecnimont issued 165,000 Non-Convertible Bonds at a price equal to 100% of the nominal value, and with a unitary minimum value of Euro 1,000 (thousand), for a total of Euro 165 million. The Bond interest rate is 2.625% annually, with interest paid on a deferred basis on April 30 and October 31 of each year, from October 31, 2018. The Bonds shall be settled at the nominal value on April 30, 2024 where not previously settled or cancelled.

The Bond issue terms and conditions stipulate incurrence-type covenants regarding the debt level; specifically, the bond financial covenants require the maintenance of a stated net financial position/EBITDA ratio, measured annually and next measurement based on FY 2021 figures.

On July 8, 2020, Maire Tecnimont S.p.A. signed a loan agreement for Euro 365 million, 80% of which was backed by SACE's “Garanzia Italia” (Italy Guarantee), and disbursed by a syndicate of leading Italian financial institutions comprising Banco BPM, Cassa Depositi e Prestiti, Intesa Sanpaolo and Unicredit. The loan will mainly support the working capital needs of the parent company Maire Tecnimont and its main operating companies in Italy, in line with the provisions of the Liquidity Decree of April 9, 2020 and will have a total duration of 6 years, of which 2 years grace period and a rate of 1.7% per annum, plus the cost of SACE's Italy Guarantee. The financing, with extremely flexible features, as it can be repaid in whole or in part at any time without additional cost, will contribute to strengthening the group's financial structure to cope with the volatility of the markets caused by Covid 19.

The loan includes covenants in line with normal business practice for such operations; specifically, the loan’s financial covenants concern the ratio between the net financial position and net equity, as well as between the net financial position and EBITDA on a half-yearly basis, with next measurement based on the FY 2021 figures.

Maire Tecnimont is currently not aware of any default situations regarding the above-mentioned covenants. The bond covenants, which regard the maintenance of a ratio between the net financial position and net equity, as well as between the net financial position and EBITDA to be next measured based on FY 2021 figures, have been complied with according to the results currently available.

RISKS CONCERNING THE GROUP CAPACITY TO OBTAIN AND RETAIN GUARANTEED CREDIT LINES AND BANK

GUARANTEES

In the course of operations and, in particular, for participation in tenders, the signing of contracts with operators or receiving advances and payments from such during order execution, the Group is required to issue bank and/or insurance guarantees in favor of operators.

The Group’s capacity to obtain such guarantees from banks and/or insurance companies depends on an assessment of the Group’s financial statements and, in particular, of the Group company involved, from analysis of the order risk, experience and the Group companies competitive positioning within its sector.

A constant stream of information is sent to the national and international banks and insurance companies with which the Group operates and which are involved in supporting the Group with the granting of the aforementioned banking and/or insurance guarantees in connection with projects for which bidding is in progress. In addition to the existing lines of credit, normally financial counterparties are selected and grant dedicated lines of credit after the Group company is awarded the contract.

At the present moment, Maire Tecnimont is satisfied with the level of credit lines available, which are considered sufficient to guarantee the resources necessary for operating continuity.

Directors’ Report

79

16.Disputes

Maire Tecnimont Group disputes concern outstanding proceedings relating to ordinary operations of Group companies. A summary of the main positions at December 31, 2021 according to currently available information is presented below.

CIVIL, ADMINISTRATIVE AND ARBITRATION PROCEEDINGS

J&P Avax S.A.

This is an arbitration procedure initiated by Tecnimont in August 2002 against J&P Avax S.A. (“J&P”) for compensation for damages suffered following delayed execution of a sub-contract awarded to J&P as part of Tecnimont’s construction of a polypropylene production plant in Salonicco, Greece, commissioned by the Greek enterprise Helpe. Following the arbitration award of March 30, 2020, at the beginning of September 2021 the parties signed an agreement under which Avax undertakes to pay Tecnimont the sum of Euro 16,769,553 corresponding to the amount decided by the Arbitration Tribunal, including interest and legal expenses, net of the letters of credit already collected by Tecnimont in eight instalments. Subsequent to the signing of this agreement, all actions before the French Courts and the Court of Athens for the enforcement of the arbitration award ceased.

Municipality of Venice – Manifattura Tabacchi

With subpoena notified on June 5, 2010, the Municipality of Venice summoned the Temporary Consortium comprising Tecnimont (59% mandatee), and four other mandatees (the “ATI”), as designer of the new Venice legal headquarters (ex Manifattura Tabacchi), requesting from the ATI repayment of damages alleged by the Municipality of Venice for the failings and omissions of the executive projects (concerning in particular, the failure to carry out chemical analysis of the soil, structure and plant errors/omissions and the failure undertake archaeological surveys). The damage claim amounted to Euro 16.9 million. In its opening, the ATI strongly contested that alleged by the Municipality of Venice. The trial concluded with the signing of a conciliation agreement on 11/02/2021. With this agreement, Tecnimont has paid, on behalf of ATI, an amount of Euro 1,181,000. Proceedings are still ongoing for the sole apportionment between members of the temporary association of companies of the amount paid.

Tecnimont/TCM FR - STMFC (Société du Terminal Méthanier de Fos Cavaou)

Following the first arbitration proceeding that ended with an award in favor of STS (société en participation constituted by: Sofregaz 1%, Tecnimont 49%, Saipem France 50% (hereinafter "STS”)), on June 21, 2017 Fosmax notified STS of a new "Request for ICC Arbitration". plus interest and legal costs. On August 22, 2017, STS filed its "Answer to the Request for Arbitration" terminated by awarding Fosmax the charges as consideration for the entirety of the work performed by third parties in their stead ("en régie"), plus interest and legal costs. Tecnimont filed an application to quash the decision with the French Council of State, which they rejected in the second half of 2021. Tecnimont therefore proceeded to pay Fosmax its share of the principal amount acknowledged in the arbitration award, approximately Euro 16.7 million, while the amount of interest is still being discussed by the parties.

KT – HYL Technologies

On July 22, 2015, an arbitration request was notified by the Client HYL TECHNOLOGIES for alleged serious non-fulfilment by KT in the execution of the EP contract signed with the Client in May 2011. Regarding the Final Award, issued on 28/11/2019, the Court of Arbitration quantified the co-responsibility of the parties in relation to the causes of the accident, acknowledging compensation for HYL equal to approximately Euro 14 million. The notice of appeal against the final arbitration award - with a request for suspension of enforcement and provisional enforceability - was filed by KT on March 16, 2020. Following rejection by the Court of Appeal, the award became enforceable and in November 2021 KT paid HYL the amount established by the Arbitration Panel, but also lodged an appeal with the Court of Cassation to have the Court of Appeal's decision overturned and the award declared null and void.

Directors’ Report

80

NAGRP Kuwait

Acquired in July 2010 from Kuwait National Petroleum Company (KNPC). The EPC contract regards the provision of three portions of plant: a new process plant (New AGRP), a steam generation plant (Utilities) and the development of an existing plant (AGRP Revamping). Without any notice and entirely unexpectedly, on May 16, 2016, the Client terminated the contract and which was immediately contested by Tecnimont S.p.A. before the competent judicial courts. Following the resolution Tecnimont in fact commenced a civil procedure requesting the competent judge to accept the illegitimacy of the contract resolution as well as requesting condemnation of the Client for the payment of the contractual price matured to the date of the resolution, to the restitution of the sums received following the enforcement of the bank guarantees and payment for all damages incurred. The Court Technical Consultant announced that the work will be finished by March 2021. Following the opinion put forward by the court-appointed expert, who essentially upheld Tecnimont's claims, KNPC dismissed these viewpoints and submitted new applications for verification by the court-appointed expert. Once the report of the court-appointed expert has been finalized, the case will return to the local court for ruling. Despite these proceedings the Parties began negotiations on the possibility to conclude a settlement agreement which would provide, among the various aspects, that the Client would commit to the payment of the trade payables of the projects which, for such purpose, would be ceded from Tecnimont to the client. At present the negotiations are still ongoing and the company however does not intend to withdraw from the legal action unless a Settlement is agreed with the Client.

Gulf Spic General Trading & Contracting CO W.L.L. (Kuwait)

This is an international arbitration administered by the International Chamber of Commerce (ICC Case No. 25986/AYZ) brought by Gulf Spic against Tecnimont S.p.A. (Tecnimont) pursuant to the arbitration clause contained in Subcontract Agreement 7500038742 dated March 27, 2013, whereby Tecnimont had entrusted Gulf Spic - against payment of the total amount of KWD 13 million - with the performance of certain mechanical works commissioned by the Kuwait National Petroleum Company (KNPC), in the framework of a project for the construction and upgrading of an AGPR (Acid Gas Removal Plant) at the Mina Al-Ahmadi Refinery. The Subcontract Agreement between Tecnimont and Gulf Spic initially provided for completion dates of December 31, 2013 for the commissioning of the Boiler and interconnection with the AGRP Piperack ("PTO 1") and April 30, 2014 for the pre-commissioning of the NAGRP ("PTO 2"). The execution of the contract with Gulf Spic was conditioned from the outset by KNPC's late payments to Tecnimont and Gulf Spic's inability to make concrete progress on the work fronts made available which necessitated an extension of the deadline for completion of both PTO1 and PTO2. Following the souring of relations between the parties, the dispute began in January 2021 with the filing by Gulf Spic of a request for arbitration with the ICC, which demanded that Tecnimont be ordered to pay the following amounts: 1) KWD 14,307,882 for prolongation and disruption costs due to delays in the completion of works caused by acts or omissions allegedly attributable to Tecnimont itself; 2) KWD 19,231,546 as idle cost for a period of time prior to termination of the contract between the parties; 3) KWD 930,914 for the late payment of certain invoices; 4) KWD 34,372 for the costs relating to the issue of additional bank guarantees to secure payments that it allegedly received directly from KNPC; 5) the award of all arbitration costs. On March 29, 2021, Tecnimont filed its reply to the request for arbitration with a counterclaim in which, in addition to the complete rejection of all opposing claims and the payment of all costs for the arbitration proceedings, it demanded that Gulf Spic pay Tecnimont the sum of KWD 500k due for services rendered for the completion of PT01. Tecnimont also reserved the right to submit further questions in the course of the arbitration proceedings. The Arbitration Panel was subsequently constituted and the procedural schedule established, with respect to which Gulf Spic filed its first brief on October 18, 2021. Tecnimont will then file its first brief on 18 February 2022. Gulf Spic's rebuttals will be made on June 3, 2022 and Tecnimont's on September 30, 2022. After a final Gulf Spic closing brief scheduled for October 28, 2022, hearings will be held in late January and early February 2023. The award is not expected until late spring of 2023.

Directors’ Report

81

ONGC Petro Additions Limited (India)

This concerns two UNCITRAL arbitration proceedings brought by the consortium comprising Tecnimont S.p.A. and Tecnimont Private Limited against the Indian company ONGC Petro Additions Limited (“OPaL”) with regards to two turnkey EPC Contracts (total value of approx. USD 440,000,000.00), regarding respectively the construction by the Consortium of a 340 tons per annum polypropylene plant (PP Project) and two HD/LLD “swing” polyethylene plant, each of 360 tons per annum capacity (PE Project). The PP and PE polyolefin plant are located in Dahej, in the State of Gujarat (India). Both Notices of Arbitration cite the following demands: a) recognition of a “time at large” situation regarding the two projects due to the actions of OPaL; b) the recognition of additional costs incurred and compensation for damage for delays owing to OPaL; c) recognition of and payment for extra works; d) the release of amounts overdue or incorrectly held by OPaL. Arbitration was suspended as the parties attempted to reach a settlement privately. Arbitration was thereafter reinitiated, with Tecnimont S.p.A. and Tecnimont Private Limited filing at the Indian Court a motion for the appointment of the Arbitration Board Chair. The Arbitration Board Chair was appointed, who issued the first procedural order which: i) requires unification of the two arbitration procedures into a single procedure; ii) sets OPaL’s jurisdictional claims for a subsequent hearing; iii) set the procedural timeline. Subsequently, the Court was declared as competent to consider the issue and the New Delhi Arbitration Board was assigned the case. At the end of 2017, Tecnimont and Tecnimont Private Limited filed their Statement of Claim. Opal filed on April 2, 2018 its Statement of Defense and Counterclaim. On April 10, 2018 a procedural hearing was held in Singapore. In May 2018, the parties appointed their respective technical experts. On September 27, 2018, the technical experts of the parties filed their respective Expert Reports. On October 1, 2018, Tecnimont and Tecnimont Private Limited filed their Reply and Defense to Counterclaim. On December 24, 2018, OPaL filed its Reply to Defense to Counterclaim. On February 28, 2019, the parties presented their respective Rejoinders. On March 24, 2019, a procedural hearing was held in Singapore in preparation for the relevant hearings. The hearings were held from June 7 to 14, 2019, in New Delhi. The parties filed post-hearing submissions on July 24, 2019, and reply post-hearing submissions on August 14, 2019. The last hearing was held from September 16 to 18 in London. Subsequently, the parties filed submissions on costs on October 4, 2019, and reply submissions on costs on October 14, 2019. On January 6, 2020, the Court of Arbitration issued the final award, accepting the claims of Tecnimont and Tecnimont Private Limited for the delay incurred in completing the project and ordering OPaL to pay the following sums: INR 828,013,043, EUR 5,049,443 and USD 4,977,199 (relating to prolongation costs, withheld amounts and payment of contractual milestones). The court also rejected all OPaL counter-claims and ordered OPaL to pay the legal costs incurred by Tecnimont S.p.A. and Tecnimont Private Limited for a total of: INR 18,866,620, EUR 3,275,000, GBP 450,080, USD 751,070, RUB 152,500 and MYR 3,750. The amounts were collected by Tecnimont S.p.A. and Tecnimont Private Limited, subject to the appeal for cancellation subsequently filed by OPaL before the Delhi High Court. In 2021, OPaL put its position before the Indian court in hearings held on the following days: March 15, 2021, July 15, 2021, September 8, 2021, October 21, 2021, November 29, 2021, and concluded its arguments on January 3, 2022. On March 10, 2022, the date of the next hearing, Tecnimont will begin to present its arguments against annulment of the award. It is expected that the Delhi High Court will issue a decision by the end of 2022.

Directors’ Report

82

AL AIN AHLIA/ADCO (United Arab Emirates)

The dispute refers to the EPC contract signed in 2014 between Tecnimont S.p.A. and the client ADCO (Abu Dhabi Company for Onshore Operations Ltd) regarding the construction of the oil pipeline on the Al Dabb’iya site near to Abu Dhabi (United Arab Emirates). Among the various types of pipe used for crude oil distribution, the insulated section supplied by MAN Industries (India) was found, on preparation for laying and welding, to have a contact gap between the non-insulated part and the insulating layers. This delamination issue would have exposed the pipeline to the risk of progressive corrosion, potentially compromising the functionality of the system. Therefore, at the beginning of 2017, the client ordered the full recovering of the insulation for over 100 kilometers of pipeline. In autumn 2017, Tecnimont submitted a claim to the insurance company Al Ain Ahlia Insurance Company (P.S.C.) for the costs of the rehabilitation of the insulation. The client had subscribed to a Construction All Risk (CAR) policy with the insurance company regarding the contract in question in order to cover any damages to the client and its co-insurees, including Tecnimont and all the contract suppliers. Tecnimont’s insurance claim quantified damages due to the repair activities carried out by Tecnimont at USD 63,169,349. After several months of unsuccessful attempts to find a common understanding with the insurance company, having revised the arbitration clause, on August 19, 2018, Tecnimont, as claimant, filed a Request for Arbitration at the London Court of International Arbitration (LCIA) for the initiation of arbitration proceedings. The Request for Arbitration referred to an initial claim amount equal to the amount already claimed in October 2017 while reserving the right to increase the claim during the arbitration proceedings in light of further damages. On September 17, 2018, the insurance company filed its Response to Request for Arbitration, denying the relevant insurance coverage under the policy, without, in turn, formulating a counter-claim. In autumn 2018, the Court of Arbitration, constituted by three arbitrators, issued Procedural Order Number 1 with the annexed Procedural Timetable setting the dates for the exchange of Statements of Claim and for the Case Management Meeting between the parties and the Court of Arbitration itself. This meeting was due to define the final procedural steps and to make a decision on whether to not to divide the procedure into two phases, the first considering the policy coverage and relevant technical aspects, the second any award amount. On December 10, 2018 Tecnimont filed its Statement of Claim, providing further arguments regarding the insurance policy’s coverage. On January 24, 2019, the insurance company filed a Statement of Defense, fully confirming the positions taken in the Response to Request for Arbitration, restating the exclusion of the insurance coverage, and rejecting any claim by Tecnimont. On February 21, 2019 lodged its Reply to the Statement of Defense filed by the Insurance Company, increasing the amount of its claim to approximately USD 120.9 million. The Case Management Meeting took place on March 25, 2019, following which the proceeding was divided into two phases, the first regarding the coverage of the policy in relation to the damage, and the second on its quantification. Hearings were held in November in order to complete the first phase. On February 3, 2020, the Court of Arbitration issued the partial award for the first phase, acknowledging the coverage of the policy in relation to the damage in favor of Tecnimont. The setting of the procedural calendar for the damage quantification phase has been delayed as a result of the Covid-19 pandemic. In autumn 2020 Tecnimont filed its statement on the amount of the claim, followed in December of that same year by the reply from AL AIN. The Quantum hearings were held in May 2021 and, after the exchange of closing statements/post hearing briefs in August, Tecnimont was awarded USD 17,772,662.03 including interest to which, in January 2022, was added USD 3,240,124.38, plus GBP 272,905.96 by way of arbitration costs.

Yara Sluiskil B.V

The dispute refers to the EPC contract signed in July 2015 between Tecnimont SpA and the customer Yara Sluiskil B.V, a subsidiary of Yara International ASA, for the realization, on a lump-sum turn-key basis, of a new urea granulation fertilizer plant and associated units in Sluiskil, Holland. The complex, with a fully operational production capacity of 2,000 tons per day, uses proprietary technology developed by Yara enabling the production of a particular type of sulphur-enriched urea. Since the beginning of the project, Tecnimont has encountered significant difficulties which have impacted the timely execution of works and led to additional costs and damages. After several months spent in vain trying to find an amicable agreement between the parties, on January 15, 2020, Tecnimont SpA filed its request for arbitration with the International Chamber of Commerce in order to initiate the arbitration proceeding. The request for arbitration reported in the petition, as an initial amount, a provisional value of approximately Euro 49 million. The request for arbitration was made in relation to, inter alia, the following claims: a) acknowledgement and payment of certain extra works; b) acknowledgement of higher costs incurred and compensation for damages incurred due to delays attributable to Yara; c) payment of a portion of the residual contract price. By February 24 last, Yara filed the reply to the request for arbitration, together

Directors’ Report

83

with the Answer to the Request for Arbitration and Counterclaim. Yara's counterclaim provisionally amounts to approx. Euro 24 million. The parties and the arbitration tribunal formed signed the Terms of Reference of the arbitration procedure in May 2020. On November 29, 2020 Tecnimont filed its Statement of Claim, providing further arguments with regard to the claims made in the Request for Arbitration and increasing the amount sought to approximately Euro 70 million (eq.), not including any additional damages and legal costs. On May 24, 2021, Yara filed the company’s Statement of Defense and updated counterclaim provisionally estimated between roughly Euro 23,343,408 and Euro 51,729,448. On November 15, 2021, Tecnimont filed its Reply to Yara Statement of Defense, as well as its Statement of Defense to Counterclaim. With its reply, Tecnimont increased its claim to the equivalent of approximately Euro 81 million. The preliminary hearing is still currently scheduled for May 2022. The arbitration is expected to end in 2023.

ACC Lahoud (ALJV) (United Arab Emirates)

The dispute refers to the EPC contract signed in 2014 between Tecnimont S.p.A. and the client ADCO (Abu Dhabi Company for Onshore Operations Ltd) regarding the construction of the oil pipeline on the Al Dabb’iya site near to Abu Dhabi (United Arab Emirates). In 2015 Tecnimont subcontracted the civil works for the northern and southern areas of the “Central Processing Plant” (CPP) and “Clusters” to the consortium formed by Arabian Construction Company WLL and Lahoud Engineering Company LLC (ALJV), along with an optional portion relating to the electrical and instrumental part of the facility. ALJV’s work was initially to be completed in August 2017. Due to the delays accumulated, the date for achieving “Ready for Commissioning” status was extended until July 2018. Despite Tecnimont’s constant support, including the supply of additional labor and the progressive reduction of the scope of ALJV’s work, in 2019 ALJV once again failed to meet the contractual milestones. Tecnimont and ALJV discussed the responsibility for these delays throughout 2018 and 2019 and when Tecnimont, faced with ALJV’s now clear unfitness to complete the work, decided to enforce the bank guarantees in the amount of USD 36 million, that same day, i.e. April 16, 2020 ALJV responded by filing a Request for Arbitration (RFA) with the ICC, seeking compensation of approximately USD 150 million. In particular, clearly seeking to stem the critical situation, ALJV sought: a) payment of the consideration for the work allegedly done in relation to determined progress payment certificates (PPCs: 37, 38 and 39) amounting to USD 27,740,075; b) the issue of the “Ready For Commissioning” certificate; c) payment of the amount contractually retained as security (“Retention Money”) of USD 23,084,852; d) reduction of the Performance Bond from 10% to 5% of the value of the subcontracting agreement; e) payment of AED 6,358,334 to defray the costs of maintaining the “overdraft facility” as a result of the delay in payments purportedly due to Tecnimont; g) granting of a complete extension of the deadlines for completing the work; h) payment of damages due to extension of the work, inconvenience and costs of stoppage of certain personnel due to alleged breaches of contractual obligations by Tecnimont; i) payment of USD 4,156,641 for the completion of additional works (extra works requests EWR); j) payment of USD 3,854,485 for the installation of certain materials (embedded PVC sleeves); k) payment of USD 5 million for moral damages and lost profits; l) payment of interest of 5% per annum; and m) payment of the costs of arbitration. On June 26, 2020 Tecnimont filed its Answer, seeking the rejection of all ALJV’s claims and compensation from ALJV for damages of a provisional amount of USD 120 million, plus 5% interest and all costs of arbitration. ALJV took action before the courts of the United Arab Emirates seeking to block the enforcement of the bank guarantees by Tecnimont. The Arbitration Tribunal formed in the interim set the procedural calendar and in November 2020 ordered the payment of the amount of the enforced bank guarantees into an escrow account to be released to Tecnimont or ALJV according to the outcome of the arbitration decision. According to the procedural calendar, on January 21, 2021 ALJV filed its Statement of Claim, accompanied by written testimony and expert reports on the delay and quantification of the damages, whereas Tecnimont presented its Statement of Defense and Counterclaim, also accompanied by its written testimony and expert reports, on June 3, 2021. ALJV filed its Reply to the Statement of Defense and Counterclaim on October 28, 2021 and Tecnimont will file its Rejoinder to Counterclaim on March 17, 2022. The hearings will be held in 2022 and the decision will not be issued until the end of that year.

Directors’ Report

84

Siirtec Nigi

This is a case (General Registry 20666/2020) pending before the Court of Milan between Tecnimont S.p.A. and Siirtec Nigi S.p.A.. By writ of summons served on 19.6.2020, Sirtec Nigi S.p.A. (“SN”) sued Tecnimont S.p.A. (“TCM”) before the Court of Milan, seeking payment of approximately Euro 6,000,000.00 for alleged breaches by TCM of its obligations under the contract signed by the parties under which SN was to provide TCM design, materials and components, engineering and procurement, assembly, construction and inspection for the building of a gas dehydration and glycol regeneration plant. SN claims, in particular, that TCM: - did not pay some amounts due to unpaid invoices; - requested additional engineering and procurement services without paying for them; - requested change orders, without paying for them; - negligently committed additional breaches that allegedly delayed the work and increased the material costs borne by SN; and - unlawful enforced the surety guarantees granted to it. Entering an appearance with a statement of appearance and counterclaim, TCM rejected all of the adverse party’s arguments and claimed that SN: had failed to properly comply with its contractual obligations; had constantly delayed delivery of documents and goods; had delivered low quality goods; had failed to provide assistance at the side; had failed to manage its sub-suppliers; and had failed to deliver the contractually mandated replacement parts. By virtue of these complaints, TCM brought a counterclaim for past and future damages, quantified at approx. Euro 85 million. At present, the briefs pursuant to Article 183 of the Code of Civil Procedure have been drawn up and the court-appointed expert has begun their work.

Total E&P Italia S.p.A.

This is arbitration administered by the International Chamber of Commerce (ICC Case 26154/GR/PAR) between ATI Tecnimont S.p.A./KT Kinetics Technology S.p.A. and Total E&P Italia S.p.A. concerning execution of the EPC contract signed by the parties in November 2012 for the creation of the “Tempa Rossa” oil and LPG center in Basilicata (the “Contract”). The Contract originally called for a price of Euro 504,782,805.80 and a completion time of 42 months. Execution of the Contract was significantly compromised by numerous events attributable to Total E&P Italia, including the issuance of a large number of change orders, which radically altered the scope of the work to be done by ATI. After an attempt to settle the dispute, on March 23, 2021, ATI filed a Request for Arbitration with the ICC, including a request to adjust the price of the contract by about Euro 570 million. On June 22, 2021, Total E&P Italia filed an answer to the request, asking to reject ATI’s demands, and issued a counterclaim in the amount of Euro 314 million. The Arbitration Panel was formed on September 3, 2021.

National Petrochemical Industrial Company (NatPet)

NatPet, a national petrochemical company under Saudi law, has filed an arbitration proceeding against Tecnimont S.p.A. and Tecnimont Arabia Ltd. with the International Chamber of Commerce (ICC case No. 25791/AZR) by virtue of the arbitration clause contained in the Umbrella Agreement referred to in the contracts signed by NatPet with both companies in 2005 for the construction of a polypropylene plant located in Madinat, Yanbu Al-Sinaiyh in Saudi Arabia. The arbitration proceedings formally commenced on November 11, 2020 with notification by NatPet to Tecnimont S.p.A. and Tecnimont Arabia Ltd of a Request for Arbitration whereby NatPet initially asked the upcoming Arbitration Tribunal to order Tecnimont S.p.A. and Tecnimont Arabia Ltd to pay the sum of USD 350 million (later reduced to USD 80 million by means of the Terms of Reference dated October 6, 2021) as damages for the explosion at the plant allegedly caused by breach of contract and/or negligence. A silo valve was reportedly closed during polymer unloading operations, causing the polymer to explode. On February 2, 2021, Tecnimont filed an Answer to the Request for Arbitration with which it requested that the upcoming Arbitration Tribunal reject in full the claims made by NatPet both for lack of grounds and because the prescriptive period had expired, and that the Tribunal further order NatPet to pay costs, reserving the right to supplement its claims during the arbitration proceedings. Subsequent to the May 2021 Case Management Conference, the Arbitration Tribunal, once constituted, issued Procedural Order No. 1 which included the procedural schedule and stated that it would rule on two preliminary issues after a hearing to be held on October 5, 2021. These issues concerned the statute of limitations for NatPet's claims under the contracts, and the eventual settlement of those claims as a result of the Global Settlement Agreement entered into between the parties at the time of the issuance of the Final Acceptance of Plant Certificate. On November 15, 2021, the Arbitration Tribunal ruled on the statute of limitations, refusing to accept, on the one hand, that this period had expired for NatPet's claims under the contracts and rejecting, on the other, the notion that Tecnimont S.p.A. and Tecnimont Arabia Ltd could be held liable for any claims for compensation or damages accrued at the time of the Settlement Agreement. NatPet filed its Statement of Claim on December 22, 2021, while

Directors’ Report

85

Tecnimont S.p.A. and Tecnimont Arabia Ltd will file their Statement of Defense on April 8, 2022. According to the procedural schedule, a second exchange of briefs between the parties will follow between August and September 2022, and hearings will be held in November 2022. The award is not expected until the spring of 2023.

Rome Metro – Extension of line B1

The contract is currently under execution on behalf of Roma Metropolitane (Municipality of Rome) by a consortium comprising Salini-Impregilo S.p.A., Neosia S.p.A. (now merged into MST S.p.A.) and ICOP S.p.A. In relation to the contract for the Bologna – Conca d’Oro line, the test report was issued in February 2013. The work on the further Conca D’Oro extension has been completed and 2020 will be dedicated solely to completing the technical and administrative activities resulting from the issuance of the provisional acceptance certificate. Both sections are in commercial operation. The procedure initiated before the Ordinary Court continued for recognition of the reserves.

Fiumetorto Railway line doubling

Acquired in September 2005, the contract concerned the doubling of the rail line between Fiumetorto and Ogliastrillo and is under execution on behalf of Rete Ferroviaria Italiana S.p.A.. On September 17, 2017 the entire line became operational and the work contracted was completed in 2019, in line with the final contractual extension granted by the client. Activities in view of the technical/administrative inspection of the contract are in progress. The procedure initiated before the Ordinary Court continued for recognition of the reserves.

Punta Catalina

In relation to that announced on March 14, 2019, with regards to the information regarding the investigations in progress concerning the construction project for the electricity plant located in Punta Catalina in Santo Domingo appearing in the press, the company Maire Tecnimont, in confirming its determination to work as closely as possible with the Italian investigative authorities, forcefully restates its lack of involvement in the events subject to investigation and its confidence in their positive conclusion. In the initial months of 2019, the company actively cooperated with the Italian investigating authorities by exhibiting all the material requested (mainly computer documentation related to the above mentioned order). According to the Group's legal team, the terms for the investigation have expired. The company has received no further requests and is not aware of further developments and no notification regarding the filing has officially been received. The appointed legal counsel have stated that they are confident that the case will soon be dismissed. The legal counsel believe that the investigation by the Milan Public Prosecutor triggered by the complaint by the NGO Re:Common cited in the press is a formality by the investigating authorities and, as mentioned will allow Tecnimont and its personnel to be proved to be entirely innocent of any wrongdoing.

TAX DISPUTES

Maire Tecnimont Group Tax disputes concern outstanding tax proceedings relating to ordinary operations of Group companies. A summary of the main positions at December 31, 2021 according to currently available information is presented below.

TECNIMONT S.p.A.: audit for 2014, 2015 and 2016 of direct taxes, IRAP, VAT and withholding tax

On December 6, 2018, following the general audit of direct taxes, IRAP, VAT and withholding tax by the Tax Agency’s Lombardy Region Directorate, in reference to the tax periods of 2015 and 2016 (extended to 2014 for the sole purpose of checking the correctness of the normal value of transactions with the subsidiary Tecnimont Private Limited), the company received a Tax Assessment (PVC) indicating the following findings:

Directors’ Report

86

1.recovery of taxes regarding the costs for the acquisition of engineering services by the subsidiary Tecnimont Private Limited in the financial years 2014, 2015 and 2016 (totaling Euro 18,827,000), deemed in excess of the fair value;

2.alleged higher interest income of Euro 1,085,000 in relation to the loan granted to Tecnimont Arabia Limited.

The company had previously prepared the documentation required by Article 1, Paragraph 2-ter, of Legislative Decree No.471/97 and the Tax Agency Director’s Provision of September 29, 2010. This documentation, submitted during the audit, was deemed (i) to be adequate for demonstrating that the applied transfer prices were consistent with the fair value, and (ii) to be valid for the purposes of the beneficial regime for the waiving of penalties under Article 1, Paragraph 2-ter, of Legislative Decree No. 471/97.

In October 2019, the Large Taxpayers Office of the Tax Agency’s Lombardy Regional Directorate notified the company of separate assessment notices for IRES corporate income tax (No. TMB0E3M00491/2019) purposes, notifying also Maire Tecnimont SpA in this regard as a consolidating and jointly liable party, and IRAP regional tax (No. TMB0C3M00492/2019) for the 2014 tax period. The Tax Agency essentially confirmed the findings of the tax audit report, calling for Euro 1,015 thousand in terms of IRES and Euro 138 thousand in terms of IRAP, plus interest.

On May 21, 2021, the Tax Agency’s Lombardy Regional Directorate notified the Company of a single IRES assessment notice for corporate income tax purposes (No. TMB0E3M00055/2020), notifying also Maire Tecnimont S.p.A. in this regard as a consolidating and jointly liable party, and IRAP regional tax (No. TMB0C3M00056/2020) for the 2015 tax period. The Tax Agency essentially confirmed the findings of the tax audit report, calling for Euro 1,781 thousand in terms of IRES and Euro 235 thousand in terms of IRAP, plus interest (citing the same justifications as those presented for 2014).

On July 29, 2021, the Tax Agency’s Lombardy Regional Directorate notified the Company of separate assessment notices for IRES corporate income tax purposes (No. TMB0E3M00596/2020), notifying also Maire Tecnimont S.p.A. in this regard as a consolidating and jointly liable party, and IRAP regional tax (No. TMB0C3M00597/2020) for the 2016 tax period. The Tax Agency confirmed the findings of the tax audit report, calling for Euro 2,716 thousand in terms of IRES and Euro 360 thousand in terms of IRAP, plus interest (citing the same justifications as those presented for 2014 and 2015).

Tecnimont SpA and Maire Tecnimont SpA (as the IRES consolidating party), considering that the objections formulated by the Tax Agency in the previous assessments for the 2014, 2015 and 2016 periods, supported by a prominent law firm, were unfounded, filed a timely appeal against the assessment notices (pending consideration before the Milan Provincial Tax Commission).

It should also be noted that the company filed an application for a Mutual Agreement Procedure as per Article 26 of the Convention between the Government of the Republic of Italy and the Government of the Republic of India. Through this application, Tecnimont S.p.A. intends to seek action by the Office for the Resolution and Prevention of International Disputes to eliminate the double taxation caused by the adjustment applied by the Revenue Agency in the assessment notices for 2014, 2015 and 2016. Following this application, on October 26, 2020 the Provincial Tax Commission of Milan ordered a stay of the trial.

The Amicable Procedure petitions for the 2014 and 2015 tax periods have already been declared admissible by the International Dispute Resolution and Prevention Office while confirmation of the admissibility of the petition for the 2016 tax period, submitted last February 7, 2022, is awaited.

Furthermore, in order to avoid further similar disputes on the correct transfer pricing methodology to be used in transactions with the subsidiary Tecnimont Private Limited, on December 31, 2019, the company submitted an application to the Office for the Resolution and Prevention of International Disputes of the Tax Agency to request the commencement of the bilateral preventive agreement procedure pursuant to Article 31-ter of Presidential Decree No. 600/1973 and Article 26 of the Convention between the Government of the Republic of Italy and the Government of the Republic of India. An analogous request was submitted by Tecnimont Private Limited to the corresponding Indian APA Office.

Directors’ Report

87

KT Kinetics Technology S.p.A.: Tax Agency Audit year 2016

On December 5, 2019, following the general tax audit of direct taxes, regional tax (IRAP), VAT and withholding tax conducted by the Tax Agency’s Lazio Regional Directorate with reference to the 2016 tax period, the company received the Tax Assessment (“P.V.C. KT”) containing the following findings:

1.recovery of corporate income tax (IRES) and regional tax (IRAP) for the costs incurred in the licensing of industrial patents by the subsidiary Stamicarbon BV (to a total of Euro 1,933 thousand), deemed to be in excess of the normal value;

2.Receivables for taxes paid abroad (for a total of Euro 363,000);

3.withholding taxes on royalties paid to non-resident entities (for a total of Euro 994,000).

The company had previously prepared the documentation required by Article 1, Paragraph 2-ter, of Legislative Decree No.471/97 and the Tax Agency Director’s Provision of September 29, 2010. This documentation, submitted during the audit, was held by the auditors (i) to be adequate for demonstrating that the applied transfer prices were consistent with the fair value, and (ii) to be valid for the purposes of the beneficial regime for the waiving of penalties under Article 1, Paragraph 2-ter, of Legislative Decree No. 471/97.

The Company has not been notified of any additional relative documents and/or claims.

Ingenieria y Construccion Tecnimont Chile y Compania Limitada: Audit on financial years 2011, 2012,

2013 and 2014

In May 2013 Ingenieria y Construccion Tecnimont Chile y Compania Limitada (“Tecnimont Chile”) was notified of an application by the Chilean tax authorities regarding tax findings and claims. In particular, the calculation of the 2011 tax result was contested, rejecting the tax losses accumulated (approx. CLP 60 billion) and claiming taxes for a total of approx. CLP 4.9 billion. Tecnimont Chile promptly requested nullification of the claim as illegitimate and unfounded, providing fresh and extensive documentation not previously considered by the Chilean Tax Agency. On the basis of this documentation provided, on August 8, 2013 the Chilean Tax Agency partially nullified the act, acknowledging the validity of part of the tax loss, while also almost entirely cancelling all payment demands for increased taxes and interest previously notified to the company. Tecnimont Chile continued to appeal in support of the correctness of its conduct and, backed by a leading legal firm, proposed an appeal against the first level unfavorable decision of November 20, 2017. In its judgement on January 17, 2019, the Court of Appeal of Santiago accepted all the requests made by the company. Against this decision, the Tax Agency appealed to the Court of Cassation on February 4, 2019 (awaiting consideration).

The Chilean Finance agency in addition issued additional acts containing challenges from the years 2012, 2013 and 2014, mainly relating to the non-recognition of the losses carried forward for 2011. Tecnimont Chile requested on time cancellation of the assessments as considering them unlawful and unfounded: demonstrating the correctness of its conduct and supported by a leading legal firm, the company challenged the assessments (still awaiting hearing).

17.Corporate Governance and Ownership Structure Report

In accordance with the regulatory obligations of Article 123-bis of the CFA, the “Corporate Governance and Ownership Structure Report” is drawn up annually and contains a general outline of the Corporate Governance System adopted by the company and information upon the ownership structure, including the main governance practices applied and the features of the risk management and internal control system with regards to financial disclosure.

This report is available on the company website www.mairetecnimont.it, in the “Governance” section.

Directors’ Report

88

18.Treasury shares and shares of the parent company

On April 21, 2021, Maire Tecnimont S.p.A. launched the treasury share buyback program (the “Program”) as per Article 5 of Regulation (EC) No. 596/2014 (the “MAR”), in service of the Maire Tecnimont share-based remuneration and incentive plans adopted by the Company.

As part of the share buy-back program, between April 21, 2021 and April 28, 2021 inclusive, 2,100,000 treasury shares were acquired (corresponding to 0.64% of the total number of ordinary shares), at an average weighted price of Euro 2.609, for a total amount of Euro 5,479,356.80, and the program was therefore completed.

Subsequently, 1,239,528 shares from the 2017-2019 Restricted Stock Plan were delivered to beneficiaries of the Program and an additional 663,126 shares were delivered to beneficiaries of the First Cycle (2020) of the General Share Plan.

At December 31, 2021, the Company therefore held a residual 197,346 treasury shares to be utilized for the subsequent cycle of the multi-year general share plan.

19.Going Concern

Based on the results achieved, the Group and the Company consider the going concern principle appropriate for the preparation of the annual report at December 31, 2021. See also paragraph 20 below, “Subsequent events and outlook”.

20.Subsequent events and outlook

KEY EVENTS SUBSEQUENT TO YEAR-END

Maire Tecnimont awarded a Euro 250m EPC contract from Covestro for a new aniline plant in Belgium

On January 13, 2022 - Maire Tecnimont S.p.A. announced that its subsidiary Tecnimont S.p.A. has been awarded an Engineering, Procurement and Construction (EPC) contract by Covestro for a new aniline plant in Antwerp, Belgium.

Covestro is among the leading international companies for the production of high-performance polymers and the development of innovative and sustainable solutions for many everyday applications.

The project seeks to boost aniline production capacity at Covestro's Antwerp plant. The project covers all prerequisites necessary to produce the final products, including raw materials, infrastructure, and product logistics.

The value of the contract on a lump sum basis is approx. Euro 250 million. Mechanical completion is expected by 2024. The new plant will be based on state-of-the-art technology to ensure the highest standards in terms of safety and energy efficiency.

The Antwerp plant is Covestro's European hub for aniline production and benefits from excellent infrastructure and logistics with direct access to raw materials. Aniline is an important base material for many chemicals including methylene diphenyl diisocyanate used as both a building insulation and refrigeration insulator, among various other uses.

Maire Tecnimont wins Euro 1.1 billion EPC contract from Rosneft for Hydrocracking VGO complex at

Ryazan refinery (Russian Federation)

On January 26, 2022 - Maire Tecnimont S.p.A. announced that its subsidiaries Tecnimont S.p.A. and MT Russia LLC have signed an EPC contract with Rosneft for the construction of the VGO Hydrocracking complex at the Ryazan Refining Company (RORC) production site, 200 km south-east of Moscow. The contract refers to the agreement signed by Maire Tecnimont and Rosneft and announced to the market on October 28, 2021.

Directors’ Report

89

The total value of the contract is approx. Euro 1.1 billion (excluding Russian VAT). The project is subject to the completion of the financing, in addition to the meeting of certain conditions, typical for this type of transaction. The total duration of the project, which is expected to be in line with initiatives of this type, will be defined and announced to the market upon completion of the financing and the meeting of certain conditions.

VGO stands for "Vacuum Gas Oil" which is produced by the vacuum distillation units in a refinery. RORC, a subsidiary of Rosneft, is one of Russia's largest refineries by refining and production volume.

The scope of work on the project includes all activities related to engineering, the supply of equipment and materials, construction, start-up and commissioning, in addition to project finance services. When completed, the VGO Hydrocracking Complex will have a capacity of 40,000 barrels per day in order to meet the needs of the local market, in line with the highest regulatory standards for Class 5 fuels. The project will benefit from ultra-high-efficiency technology and equipment, with an automated control system, that will reduce the facility's carbon footprint.

A significant portion of the project will be carried out by MT Russia at its Moscow engineering center, where the Maire Tecnimont Group can call on more than 200 specialists who are currently involved in the implementation of several projects in the country. Thanks to its strong reputation as a provider of value-added services to the Russian market, MT Russia is therefore a strategic resource within the Group.

FOCUS ON RUSSIA

With regard to the international tensions surrounding what is happening in Ukraine, after a period in which investments in Russia had been particularly robust, the Group’s commercial pipeline has been seeing a significant recovery in petrochemical investments in the Middle East (as recently confirmed by the acquisitions in Abu Dhabi) and in Europe (particularly in the area of investments in the energy transition and sustainable chemicals), as well as in the other regions in which the Group has a presence, such as India, North Africa, South East Asia, sub-Saharan Africa, and the United States.

The regional diversity of the current order backlog, together with the significant pipeline of commercial initiatives in all regions, confirm the ongoing rebalancing of the order backlog between Russia and the rest of the world, given the acceleration of petrochemical investments in various regions, and in the Middle East first and foremost.

At present, roughly Euro 1.5 billion of the Group’s order backlog relates to Russia, equal to 16% of the total. The new project that the Group was recently awarded with Rosneft for construction of the VGO Hydrocracking complex in Ryazan is expected to enter the executive phase and be included in the backlog upon completion of financing and the verification of certain conditions, as reported to the market on January 26, 2022.

With regard to 2022 revenues, it should be noted that the Amursky AGPP project is at 95% completion. With the exception of construction work for the Kingisepp 2 project, most of the activities still to be conducted in the country, including in relation to the Amur AGCC project, are essentially concentrated in procurement activities for which most purchase orders for materials have already been issued and, in many cases, delivered on site. Only for the project Kingisepp 2, the only EPC project, are there planned construction activities to be performed on site, by the Russian subsidiary MT Russia, by contracting out to local construction firms which have already been mobilized at the work sites given the availability of engineering and construction materials.

In terms of the balance sheet, the net balance of assets and liabilities related to Russian projects is essentially at break even.

In order to assess the potential implications of the Russia-Ukraine crisis, an analysis has been conducted that shows the current state of the Group’s financial and economic exposure related to projects under way in Russia.

These analyses, based on the currently available information, did not point to critical issues concerning application of the policies adopted in preparing these financial statements nor impairment losses related to the Hydrocarbons CGU, which is the only one to have projects in Russia.

Directors’ Report

90

As concerns the context of international sanctions currently being studied, the Group has, in the past, already managed the application of sanctions in terms of both operational logistics and aspects related to financial transactions, and we will continue to keep close watch of developments in the Russia-Ukraine crisis and will update our assessments as needed.

OUTLOOK

The general market - which continues to be impacted by the COVID-19 pandemic in its various emerging variants and by geopolitical tensions - continues to bear a significant level of uncertainty and criticalities regarding the general inflation of raw material prices and their availability, transport logistics and procurement on certain markets.

Against the sharp rise in natural resource prices, originally on the basis of a significant uptick in demand for energy, investment in processing infrastructure continues thanks to sustained demand for commodities globally and which supports new highs for these products.

This shift is evident in the projects acquired in 2021 which contributed to building by year-end an unprecedented order portfolio for the Group, which also features greater geographic diversification than in the recent past. These indications of a very buoyant market are confirmed by the additional new contracts signed in the initial weeks of 2022 and by a commercial pipeline that remains at record levels.

The drive to cut its carbon footprint also encourages the Group to increasingly integrate traditional technological solutions for downstream activities with the innovative green technological propositions developed in-house and in any case available to the Group, thanks to co-operation and development agreements with leading domestic and international partners. Due also to the strengthening of its in-house technological expertise, the subsidiary Nextchem continues to closely focus on the industrialization of new proprietary technologies in the circular economy, bioplastics/biofuels, CO2 capture, hydrogen and green fertilizers sectors.

The technological investment to become leading energy transition players, appropriately supported by strong commercial strategies, have already supported the signing - also for the Green Energy division - of the initial contracts with domestic and international clients, with further major opportunities expected over the coming months, thanks to a continually growing commercial pipeline.

In view of the significant order backlog, with projects in various phases of execution and others set to start in the coming weeks, and also taking into account the regions in which operations are underway and assuming that the pandemic does not worsen and the effects of the geopolitical tensions are confirmed, production volumes are forecast to grow over the coming quarters, with a margin in line with the 2021 average.

21.Consolidated Non-Financial Report

The Group in accordance with Article 5, paragraph 3, letter b of Legislative Decree 254/2016 has drawn up the consolidated disclosure non-financial information as a separate report.

In accordance with Articles 3 and 4 of Legislative Decree 254/2016, the 2021 Sustainability Report, published on the company website at www.mairetecnimont.it., in the “Investors” section, constitutes the Non-Financial Statement.

Directors’ Report

91

22.Other information

PARENT COMPANY OPERATING PERFORMANCE

Maire Tecnimont S.p.A. is a company incorporated in Italy at the Rome Companies Registration Office, acting as the Maire Tecnimont Group holding company. The company Maire Tecnimont S.p.A. reported net income of Euro 73.7 million for 2021, with an EBITDA of Euro 66.9 million and shareholders’ equity of Euro 477.3 million.

Income Statement

(in Euro)

2021

2020

Total Revenues

116,558,602

36,542,679

Total Costs

(49,671,566)

(45,763,272)

EBITDA

66,887,036

(9,220,593)

Amortization, depreciation and write-downs

(901,478)

(1,003,406)

EBIT

65,985,558

(10,223,999)

Financial income

28,734,103

11,233,660

Financial expenses

(22,655,836)

(22,343,087)

Investment income/(expense)

0

Income/(loss) before taxes

72,063,825

(21,333,427)

Income taxes

1,677,139

8,131,888

Net income/(loss) for the year

73,740,964

(13,201,539)

Basic earnings (loss) per share

0.22

(0.04)

Diluted earnings (loss) per share

0.22

(0.04)

Revenues in 2021 mainly comprised dividends received by the subsidiary Tecnimont S.p.A. for Euro 50 million, by the subsidiary KT-Kinetics Technology S.p.A. for Euro 15.1 million and by the subsidiary Stamicarbon B.V. for Euro 18 million; revenues were up significantly on the previous year, in which there was an absence of dividends relating to FY 2019 among the Italian subsidiaries Tecnimont S.p.A. and KT-Kinetics Technology S.p.A., as a result of the regulatory measures issued in the wake of the COVID-19 emergency, including Legislative Decree No. 23 of April 8, 2020, in force since April 9, 2020.

Revenues also include “Intercompany services" provided to the direct subsidiaries. They specifically concern those provided by the Parent Company as part of the management, co-ordination and control from a legal, administrative, tax, financial and strategic viewpoint in the interest of Group companies.

Production costs increased essentially due to the higher personnel expense; the increase is the result of both a higher average headcount compared to the previous year, and a resumption of remuneration policies during 2021 essentially suspended in the previous year as part of the cost containment program approved in response to the emergency arising from COVID-19.

Financial income amounts to Euro 28.7 million and increased on the previous year, with the 2021 figure including the positive contribution of the net valuation of cash-settled Total Return Equity Swap (TRES) derivatives hedging against Maire Tecnimont share price fluctuations, essentially linked to the existing personnel incentive plans for Euro 10.2 million, which however had a negative impact of Euro 3.7 million in the previous year, as a result of dropping share prices due to the situation created in the markets by the pandemic. The residual amount of financial income of Euro 18.6 million refers mainly to income from subsidiaries relating to interest income accrued on loans and current accounts; as previously reported, the

Directors’ Report

92

company adopted with the subsidiaries cash pooling systems to streamline the management of Group cash flows, avoiding the dispersion of liquidity and minimizing financial charges and other costs.

Financial expenses amount to Euro 22.7 million and refer for Euro 6.2 million to interest on loans received from subsidiaries and financial expenses for cash pooling related to interest paid to subsidiaries on the cash pooling current accounts overdrafts during the year, for Euro 11.4 million to interest on bank loans used during the year, including the Euro 365 million loan backed 80% by SACE’s Italy Guarantee and for Euro 4.9 million to charges on outstanding Bonds, the latter reducing following the early repayment of the second and last tranche of the Bonds subscribed in 2017 on a private placement basis, by the pan-European fund managed by Amundi group companies.

Net income of Euro 73.7 million is reported, essentially due to the higher dividends collected by the Italian subsidiaries and the financial management benefit, as outlined above.

Balance Sheet

(in Euro)

2021

2020

Non-current assets

1,072,424,107

1,101,949,041

Current assets

422,504,465

452,605,205

Total Assets

1,494,928,572

1,554,554,245

(in Euro)

2021

2020

Shareholders’ Equity

477,325,716

444,071,055

Non-current liabilities

546,086,203

617,191,972

Current liabilities

471,516,653

493,291,218

Total Shareholders’ Equity and Liabilities

1,494,928,572

1,554,554,245

The main decrease in non-current assets is due to the reclassification to short-term of certain financial receivables (Euro 38 million) beyond 12 months from subsidiaries; in fact, in July 2020 Maire Tecnimont S.p.A. disbursed a loan to two of its main operating companies in Italy, Tecnimont S.p.A. and KT - Kinetics Technology S.p.A., amounting to Euro 250 million and Euro 70 million, respectively. These loans receivable were granted following the subscription by Maire Tecnimont of a loan agreement under which it borrowed Euro 365 million with an 80% guarantee from the SACE Italy Guarantee and which essentially follow the maturities of the main loan.

Current assets mainly comprise trade receivables from subsidiaries, also relating to the tax and VAT consolidation of the Group; tax receivables, mainly for VAT regarding the Group VAT consolidation and IRES excess payments in relation to tax consolidation and current financial assets for Euro 183 million referring to financial receivables from subsidiaries, in addition to receivables for current accounts from subsidiaries.

In relation to this we recall Maire Tecnimont S.p.A. adopted the cash pooling system to streamline the management of Group cash flows, avoiding the dispersion of liquidity and minimizing financial charges.

Cash and cash equivalents at December 31, 2021 amount to Euro 156.9 million, a decrease of Euro 108.6 million compared to December 31, 2020.

Shareholders' equity at December 31, 2021 amounted to Euro 477.3 million (Euro 444.1 million at December 31, 2020), with a net increase compared to the previous year of Euro 33.3 million, essentially linked to the net income for the year, net of the distribution of the dividend resolved by the Shareholders' Meeting of April 15, 2021 of Euro 38.1 million.

Directors’ Report

93

Other non-current liabilities decreased on December 31, 2021, mainly as a result of the reclassification to current liabilities of some portions of the loan of a nominal value of Euro 365 million, 80% backed by the SACE Italy Guarantee for Euro 44.9 million, and a portion of the “ESG Linked Schuldschein Loan” for Euro 7.5 million. A further decrease of approx. Euro 20 million is due to the exercise of the voluntary early redemption option of the "2017 - 2023 Bond" subscribed by Amundi Asset Management in April 2017 and with contractual maturity in April 2023.

Other current liabilities concern for Euro 354.9 million payables to subsidiaries for current accounts, in relation to the cash pooling system and others for intercompany loans, for Euro 4.5 million trade payables to suppliers for ordinary operations and for Euro 5.7 million trade payables to subsidiaries.

Other current liabilities include also Euro 39.2 million concerning payables to subsidiaries for Group VAT. Again in 2021 a number of Group companies renewed the tax consolidation, transferring their VAT settlement credit balances to the consolidating Maire Tecnimont S.p.A..

The “Reconciliation between the net income of Maire Tecnimont S.p.A. and Group net income” and the “Net equity of Maire Tecnimont S.p.A. and Group net equity” is reported in the explanatory notes to the consolidated financial statements.

SECONDARY OFFICES

In accordance with Article 2428, paragraph 5, it is stated that Maire Tecnimont does not have secondary offices.

MARKETS REGULATION ARTICLE 15 (PREVIOUSLY ARTICLE 36) OF CONSOB MARKETS REGULATION

(ADOPTED WITH CONSOB MOTION NO. 20249)

In relation to the regulations concerning the conditions for the listing of companies that control companies constituted and regulated according to laws outside of the European Union and of significant importance for the purposes of the consolidated financial statements, the Maire Tecnimont Group has identified 5 subsidiaries, with headquarters in 5 countries not belonging to the European Union, which are considered significant in accordance with the regulation.

With regards to that outlined above, the current administrative-accounting and reporting systems of the Maire Tecnimont Group are considered appropriate to provide regular reporting to management and the Auditor of the parent company of the income statement, balance sheet and financial data necessary for the preparation of the Consolidated Financial Statements and to ensure compliance with the above regulation.

PARTICIPATION IN THE REPORTING SIMPLIFICATION SCHEME IN ACCORDANCE WITH CONSOB MOTION NO.

18079 OF JANUARY 20, 2012

In accordance with Article 3 of Consob motion No. 18079 of January 20, 2012, Maire Tecnimont S.p.A decided to adopt the opt-out as per Articles 70, paragraph 8, and 71, paragraph 1-bis of Consob motion no. 11971/99, as amended, applying therefore the exception from publication of the required disclosure documents provided for in Annex 3B of the aforementioned Consob Regulation concerning significant merger, spin-off, share capital increases through conferments of assets in kind, acquisitions, and significant sales operations.

Consolidated Financial Statements and Explanatory Notes

at December 31, 2021

Consolidated Report and Explanatory Notes at December 31, 2021

95

23.Financial Statements

23.1.Consolidated Income Statement

(In Euro thousands)

Note

2021

2020

Revenues

27.1

2,844,069

2,569,224

Other operating revenues

27.2

20,713

61,554

Total Revenues

2,864,782

2,630,778

Raw materials and consumables

27.4

(1,024,695)

(738,922)

Service costs

27.5

(1,172,509)

(1,281,856)

Personnel expenses

27.6

(427,528)

(368,884)

Other operating costs

27.7

(66,318)

(68,899)

Total Costs

(2,691,050)

(2,458,560)

EBITDA

173,732

172,218

Amortization, depreciation and write-downs

27.8

(41,186)

(43,619)

Write-down of current assets

27.9

(2,587)

(4,924)

Provisions for risks and charges

27.9

0

EBIT

129,959

123,675

Financial income

27.10

20,454

7,438

Financial expenses

27.11

(34,132)

(53,263)

Investment income/(expense)

27.12

(2,446)

964

Income before taxes

113,835

78,814

Income taxes, current and deferred

27.13

(33,364)

(24,607)

Net income for the year

80,471

54,207

Group net income

83,301

57,801

Minorities

(2,830)

(3,594)

Basic earnings per share

27.14

0.254

0.176

Diluted earnings per share

27.14

0.254

0.176

The transactions with related parties, pursuant to Consob Resolution No. 15519 of July 27, 2006, are illustrated in the separate disclosure “Related Party Transactions”, while in the tables no separate indication was provided as not considered significant.

Consolidated Report and Explanatory Notes at December 31, 2021

96

23.2.Consolidated Comprehensive Income Statement

(In Euro thousands)

Note

2021

2020

Net income for the year

80,471

54,207

Other comprehensive income/(expense) which may not be subsequently reclassified to income/(loss) for the year:

Actuarial losses

28.19

(1,199)

(399)

Relative tax effect

288

96

Fair value changes of investments with OCI effects

28.19

2,946

(310)

Total other comprehensive income/(expense) which may not be subsequently reclassified to income/(loss) for the year:

2,035

(613)

Other comprehensive income/(expense) which may be subsequently reclassified to income/(loss) for the year:

Translation differences

28.19

12,307

(34,298)

Net valuation of derivatives instruments:

· valuation derivative instruments

28.19

32,427

(31,744)

· relative tax effect

(7,782)

7,619

Total other comprehensive income/(expense) which may be subsequently reclassified to income/(loss) for the year:

36,952

(58,423)

Total other comprehensive income/(expense), net of the tax effect

38,987

(59,037)

Comprehensive income/(loss)

119,458

(4,829)

Attributable to:

· Group

122,288

(1,235)

· Minorities

(2,830)

(3,594)

Consolidated Report and Explanatory Notes at December 31, 2021

97

23.3.Consolidated Balance Sheet

(In Euro thousands)

Note

December 31, 2021

December 31, 2020

Assets

Non-current assets

Property, plant and equipment

28.1

44,627

42,132

Goodwill

28.2

294,321

Other intangible assets

28.3

101,551

83,348

Right-of-use - Leasing

28.4

126,520

134,815

Investments in associates

28.5

13,910

16,788

Financial instruments - Derivatives (Non-current assets)

28.6

16,600

635

Other non-current financial assets

28.7

58,578

66,904

Other non-current assets

28.8

129,833

112,325

Deferred tax assets

28.9

40,599

25,866

Total non-current assets

826,539

777,134

Current assets

Inventories

28.10

1,845

3,222

Advance payments to suppliers

28.10

476,686

481,706

Contractual Assets

28.11

2,325,370

1,928,600

Trade receivables

28.12

491,560

649,187

Current tax assets

28.13

144,128

104,762

Financial instruments - Derivatives (Current assets)

28.14

26,580

5,262

Other current financial assets

28.15

5,300

9,417

Other current assets

28.16

234,915

256,204

Cash and cash equivalents

28.17

677,100

705,327

Total current assets

4,383,484

4,143,686

Non-current assets classified as held-for-sale

28.18

0

Elimination of assets to and from assets/liabilities held-for-sale

28.18

0

Total Assets

5,210,023

4,920,821

The transactions with related parties, pursuant to Consob Resolution No. 15519 of July 27, 2006, are illustrated in the separate disclosure “Related Party Transactions”, while in the tables no separate indication was provided as not considered significant.

Consolidated Report and Explanatory Notes at December 31, 2021

98

(In Euro thousands)

Note

December 31, 2021

December 31, 2020

Shareholders’ Equity

Share capital

28.19

19,921

Share premium reserve

28.19

272,921

Other reserves

28.19

(16,330)

(21,253)

Valuation reserve

28.19

5,173

(21,507)

Total shareholders’ equity & reserves

281,685

250,082

Retained earnings/(accumulated losses)

28.19

128,266

104,953

Net income for the year

28.19

83,301

57,801

Total Group Net Equity

493,252

412,836

Minorities

34,098

35,442

Total Net Equity

527,350

448,278

Non-current liabilities

Financial debt - non-current portion

28.20

448,937

567,189

Provisions for charges - beyond 12 months

28.21

9,360

31,512

Deferred tax liabilities

28.9

37,396

21,317

Post-employment & other employee benefits

28.22

10,792

10,489

Other non-current liabilities

28.23

74,844

78,371

Financial instruments - Derivatives (Non-current liabilities)

28.24

7,536

12,632

Other non-current financial liabilities

28.25

179,865

198,570

Non-current financial liabilities - Leasing

28.26

107,113

115,139

Total non-current liabilities

875,843

1,035,219

Current liabilities

Short-term debt

28.27

136,426

118,308

Current financial liabilities - Leasing

28.26

21,276

20,756

Provisions for risks and charges - within 12 months

28.28

39,658

6,159

Tax payables

28.29

18,911

28,611

Financial instruments - Derivatives (Current liabilities)

28.30

20,288

27,358

Other current financial liabilities

28.31

330

Client advance payments

28.32

867,666

649,360

Contractual Liabilities

28.33

392,571

577,386

Trade payables

28.34

1,891,718

1,706,534

Other Current Liabilities

28.35

417,986

302,521

Total current liabilities

3,806,830

3,437,323

Liabilities directly associated with non-current assets classified as held-for-sale

28.18

0

Elimination of liabilities to and from assets/liabilities held-for-sale

28.18

0

Total Shareholders’ Equity and Liabilities

5,210,023

4,920,821

The transactions with related parties, pursuant to Consob Resolution No. 15519 of July 27, 2006, are illustrated in the separate disclosure “Related Party Transactions”, while in the tables no separate indication was provided as not considered significant.

Consolidated Report and Explanatory Notes at December 31, 2021

99

24.Statement of changes in Consolidated Shareholders’ Equity

(In Euro thousands)

Share capital

Share premium reserve

Other reserves

Translation reserve

Valuation reserve

Retained earnings/accum. losses

Income/(losses) for year

Group Shareholders’ equity

Minority interest capital & reserves

Group & Minority int. consol. share. equity

December 31, 2019

19,921

272,921

28,324

(20,863)

3,233

(7,968)

112,981

408,547

40,389

448,936

Allocation of the result

112,981

(112,981)

-

Change to consolidation scope

-

Other changes

(60)

(1,353)

(1,413)

IFRS 2 (Employee share plans)

5,584

Comprehensive income/(loss) for the year

(34,298)

(24,739)

57,801

(1,235)

(3,594)

(4,829)

December 31, 2020

19,921

272,921

33,908

(55,161)

(21,507)

104,953

57,801

412,836

35,442

448,278

(In Euro thousands)

Share capital

Share premium reserve

Other reserves

Translation reserve

Valuation reserve

Retained earnings/accum. losses

Income/(losses) for year

Group Shareholders’ equity

Minority interest capital & reserves

Group & Minority int. consol. share. equity

December 31, 2020

19,921

272,921

33,908

(55,161)

(21,507)

104,953

57,801

412,836

35,442

448,278

Allocation of the result

57,801

(57,801)

0

Change to consolidation scope

0

Distribution dividends

(3,867)

(34,255)

(38,122)

Share capital increase non-cont. int.

0

2,205

Other changes

(233)

(719)

(952)

IFRS 2 (Employee share plans)

(3,002)

Utilization Treasury Shares 2021 for staff plans

4,964

Acquisition of Treasury Shares 2021

(5,479)

Comprehensive income/(loss) for the year

12,307

26,680

83,301

122,288

(2,830)

119,458

December 31, 2021

19,921

272,921

26,524

(42,854)

5,173

128,266

83,301

493,252

34,098

527,350

Consolidated Report and Explanatory Notes at December 31, 2021

100

25.Consolidated Cash Flow Statement (indirect method)

(In Euro thousands)

December 31, 2021

December 31, 2020

Cash and cash equivalents at beginning of the year (A)

705,327

727,394

Operations

Net Income of Group and Minorities

80,471

54,207

Adjustments:

Amortization of intangible assets

12,576

14,479

- Depreciation of non-current property, plant and equipment

4,984

5,139

- Depreciation of right-of-use - Leasing

23,626

24,000

- Provisions

2,587

4,924

- (Revaluations)/Write-downs of investments

2,446

(964)

- Financial expenses

34,132

53,263

- Financial income

(20,454)

(7,438)

- Income & deferred tax

33,364

24,607

- (Gains)/Losses

(69)

87

- (Increase)/Decrease inventories/supplier advances

6,396

(42,831)

- (Increase)/Decrease in trade receivables

155,041

(98,825)

(Increase) / Decrease receivables for contractual assets

(398,449)

(57,340)

- Increase/(Decrease) in other liabilities

111,938

95,951

- (Increase)/Decrease in other assets

4,488

(34,266)

- Increase/(Decrease) in trade payables / Client advances

358,056

(271,613)

Increase / (Decrease) payables for contractual liabilities

(184,814)

272,373

- Increase/(Decrease) in provisions (incl. post-employ. benefits)

13,612

(3,617)

- Income taxes paid

(43,432)

(52,726)

Cash flow from operations (B)

196,499

(20,587)

Investments

(Investment)/Disposal of non-current tangible assets

(7,411)

(2,974)

(Investment)/Disposal of intangible assets

(23,187)

(22,198)

(Investment)/Disposal of associated companies

0

(Increase)/Decrease in other investments

(418)

878

(Investments)/(Divestments) in companies net of cash and cash equivalents acquired

0

9,511

Cash flow from investments (C)

(31,016)

(14,783)

Financing

Repayments of principal of financial lease liabilities

(22,837)

(24,405)

Payment interest on finance lease liabilities

(5,239)

(5,988)

Increase/(Decrease) in current financial payables

(88,684)

(280,888)

Settlement of non-current financial payables

(36,364)

(32,900)

Undertaking of non-current financial payables

1,493

375,000

(Increase)/Decrease in bonds

(20,000)

(279)

Change in other financial assets/liabilities

21,522

(17,237)

Dividends

(38,122)

0

Treasury shares

(5,479)

0

Cash flow from financing (D)

(193,710)

13,303

Increase/(Decrease) in cash and cash equivalents (B+C+D)

(28,227)

(22,067)

Cash and cash equivalents at end of the year (A+B+C+D)

677,100

705,327

of which: Cash and cash equivalents of Discontinued Operations

0

CASH AND CASH EQUIVALENTS AT END OF YEAR REPORTED IN FINANCIAL STATEMENTS

677,100

705,327

The transactions with related parties, pursuant to Consob Resolution No. 15519 of July 27, 2006, are illustrated in the separate disclosure “Related Party Transactions”, while in the tables no separate indication was provided as not considered significant.

Consolidated Report and Explanatory Notes at December 31, 2021

101

26.Explanatory Notes at December 31, 2021

BASIS OF PREPARATION

Introduction

Maire Tecnimont S.p.A. is a company incorporated in Italy at the Rome Companies Registration Office. The company has its registered office in Rome, Viale Castello della Magliana No. 27 and its operating headquarters in Milan, via Gaetano De Castillia, 6A, where the core activities are carried out.

Maire Tecnimont is an investment holding company, heading a Group operating on an international scale, in the field of natural resource transformation, with cutting-edge executive and technological skills. The Group is a leader in plant engineering in the downstream oil&gas, petrochemical, fertilizer and energy sectors. It also offers solutions in the field of green chemistry and energy transition technologies to meet the needs of clients engaged in the decarbonization process.

Maire Tecnimont, pursuant to Article 93 of the Consolidated Finance Act, is controlled by GLV Capital S.p.A. ("GLV Capital"). For further details, reference should be made to the Group's institutional website www.mairetecnimont.com.

The consolidated financial statements for the year 2021 were prepared in accordance with IFRS issued by the International Accounting Standards Board (“IASB”) and approved by the European Union, as well as the provisions issued under Article 9 of Legislative Decree No. 38/2005. IFRS include all the revised international accounting standards (IAS) and all interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), previously known as the Standing Interpretations Committee (“SIC”). The financial statements are prepared under the historical cost convention, modified where applicable for the valuation of certain financial instruments. The present consolidated financial statements at December 31, 2021 are expressed in Euro, as the majority of Group operations are carried out in this currency. Foreign assets and liabilities, expressed in foreign currency, are included in the consolidated financial statements in accordance with the principles indicated in the notes below.

Any differences between the data in the tables relates exclusively to rounding.

Going concern

Based on the results achieved, the Group and the Company consider the going concern principle appropriate for the preparation of the annual report at December 31, 2021. See also paragraph 20, “Subsequent events and outlook”, of the Directors’ Report.

Financial statements

The financial statements prepared by the Group include the integrations introduced following the application of “IAS 1 revised”, as follows:

The Consolidated Balance Sheet accounts are classified between current and non-current, while the Consolidated Income Statement and Consolidated Comprehensive Income Statement are classified by nature of expenses. The Consolidated Cash Flow Statement is presented in accordance with the indirect method, adjusting the income for the period with non-cash items. The Statement of change in Consolidated Shareholders’ Equity reports comprehensive income (charges) for the period and the changes in Shareholders’ Equity.

IFRS Accounting Standards, Amendments and Interpretations applied from January 1, 2021

The following amendments and interpretations applied from January 1, 2021 did not have a significant impact on the Group consolidated financial statements.

•Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmarking Reform - Phase 2, which take into account the consequences of effectively replacing existing interest rate benchmarks with alternative benchmark rates. These amendments provide for a specific accounting treatment to spread the changes in value of financial instruments or leases over time due to the replacement of the benchmark index for determining interest rates, thus avoiding immediate repercussions on net income (loss) for the year and unnecessary terminations of

Consolidated Report and Explanatory Notes at December 31, 2021

102

hedging relationships following the replacement of the benchmark index for determining interest rates.

•Amendments to IFRS 4 insurance contracts - deferral of IFRS 9. The objective of these changes is to allow the qualifying entities to continue postpone application of IFRS 9. Currently, IFRS 4 requires insurance companies to apply IFRS 9 from January 1, 2021. The amendment states that IFRS 9 will go into effect from financial years that begin on or after January 1, 2023, although early adoption is allowed.

•Amendment to IFRS 16 "Leases" - "COVID-19 - Related Rent Concessions beyond June 30, 2021”, which sought to extend the practical expedient whereby lessees are permitted to recognize rent concessions, arising from the COVID-19 pandemic, as negative variable rent without having to remeasure lease assets and liabilities, subject to the following requirements: (i) the concessions relate to reductions in only payments due by June 30, 2022; (ii) the total contractual payments, after rent concessions, are equal to or less than the payments originally provided for in the contracts; and (iii) no other material changes have been agreed to with the lessor.

IFRS and IFRIC accounting standards, amendments and interpretations approved by the EU, not yet

mandatory and not adopted in advance by the Group at December 31, 2021

•On May 14, 2020, the IASB issued the document "Annual Improvements to IFRS Standards 2018-2020 Cycle" and published amendments to IAS 16 "Property, plant and equipment", IAS 37 "Provisions, contingent liabilities and contingent assets", and IFRS 3 "Business combinations". Changes in standards are effective on or after January 1, 2022.

•On June 25, 2020, the IASB issued amendments to IFRS 17 "Insurance Contracts" that define the accounting treatment of insurance contracts issued and reinsurance contracts held. The provisions of IFRS 17, which go beyond those currently envisaged by IFRS 4 "Insurance Contracts", are intended to help businesses implement the standard and (i) reduce costs by simplifying the requirements of the standard; (ii) make it easier to make disclosures in the financial statements; (iii) facilitate the transition to the new standard by postponing its entry into force. The amendments are effective from years beginning on, or subsequent to, January 1, 2023.

IFRS accounting standards, amendments and interpretations not yet approved by the European Union

at December 31, 2021

At the date of the present Annual Report, the relevant bodies of the European Union have not yet concluded the process necessary for the implementation of the amendments and standards described below:

•On July 15, 2020, the IASB issued an Amendment to IAS 1 "Classification of Liabilities as Current or Non-current - Deferral of Effective Date" whereby, due to the COVID-19 pandemic, the effective date of the amendments was postponed to January 1, 2023.

•On February 12, 2021, the IASB issued Amendments to IAS 1 "Disclosure of Accounting Policies" and Amendment to IAS 8 "Definition of Accounting Estimates." The changes are intended to improve disclosure on accounting policies to provide more useful information to investors and other primary users of financial statements and to help companies distinguish between changes in accounting estimates and changes in accounting policies. The amendments are effective from years beginning on, or subsequent to, January 1, 2023.

•On May 7, 2021, the IASB issued the Amendment to IAS 12 "Deferred Tax related to Assets and Liabilities arising from a Single Transaction". The amendments require companies to recognize deferred taxes on some transactions that upon initial recognition result in temporary differences that are taxable and deductible in equal value. The amendments are effective from years beginning on, or subsequent to, January 1, 2023.

Consolidated Report and Explanatory Notes at December 31, 2021

103

•On December 9, 2021, the IASB issued the Amendment to IFRS 17 "Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information”. The amendment is a transition option related to comparative disclosure on financial assets presented upon first-time application of IFRS 17. The amendment is intended to help entities avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and thus improve the utility of comparative disclosure for users of financial statements. IFRS 17 incorporating the amendment is effective for annual periods beginning on or after January 1, 2023.

The Group is currently assessing the possible impact of the above changes.

CONSOLIDATION SCOPE

In addition to the Parent Company Maire Tecnimont S.p.A., the consolidation scope includes the directly and indirectly held subsidiaries. In particular, the companies consolidated are those in which Maire Tecnimont S.p.A. exercises control, either due to a direct shareholding or the indirect holding of the majority of the voting rights, or having the power to determine the financial and operating choices of the company/entity, obtaining the relative benefits, irrespective of the shareholding. The Joint Operations in which two or more parties undertake an economic activity which is subject to joint control are consolidated under the proportional method. All the subsidiaries are included in the consolidated scope at the date in which control is acquired by the Group. Entities are excluded from the consolidation scope from the date the Group cedes control.

The changes in the consolidation scope compared to December 31, 2020 were as follows:

•Deconsolidation of Protomation B.V. following the merger of Stamicarbon B.V., effective January 1, 2021;

•Deconsolidation of Neosia S.p.A. following the merger of MST S.r.l. (now MST S.p.A.)and consequent transformation of that company from a limited-liability company to a joint-stock company on January 28, 2021. The operation was carried out in order to restructure industrial and commercial operations and the shortening of the chain of control of a portion of the broader Green Energy Business Unit of the Maire Tecnimont Group, of which both the incorporated company and the incorporating company are a part – i.e. specifically the business unit that provides the services of maintenance, energy upgrading for large real estate structures, management of temporary construction site facilities, applying particularly effective solutions for environment protection and energy savings, as well as the design, engineering and construction of infrastructure – thereby optimizing the business operating model and generating both financial and operating savings through cutting overheads and leveraging on all available economies of scale. Therefore, as a result of this operation, the separate capabilities of MST and Neosia are now within a single special-purpose vehicle in order to be managed in a manner that is more coordinated, synergistic, efficacious, cost-effective, and aimed at the achievement of business goals and pursuit of the interests of the companies involved in the merger;

•Creation and consolidation of Tecnimont Vellesstroy S.r.l., a special-purpose vehicle supporting Group activities in the project KINGISEPP 2 with the client LLC Eurochem Northwest 2;

•Deconsolidation following the liquidation of Tecnimont Bolivia S.r.l.;

•Deconsolidation following the liquidation of TCC Denmark Aps.;

•Deconsolidation of BIO-P S.r.l. following the merger by incorporation with NextChem S.p.A.

In addition, as part of the "Maire Tecnimont Group Corporate Streamlining Activities", the following transactions took place:

•NextChem S.p.A. sold 100% of the shares of Stamicarbon USA Inc. to Stamicarbon B.V.

•Tecnimont S.p.A. sold 100% of the shares of Tecnimont Poland Sp.zo.o to KT S.p.a.

•MET T&S Ltd sold 100% of the shares of MET T&S Management Ltd to NextChem S.p.A.

Consolidated Report and Explanatory Notes at December 31, 2021

104

For the consolidation in accordance with IFRS, all consolidated subsidiaries prepared a specific “reporting package”, based on IFRS accounting standards adopted by the Group and illustrated below, reclassifying and/or adjusting the accounts approved by the boards of the respective companies.

The following criteria and methods were utilized in the consolidation:

a)adoption of the line-by-line consolidation method, with the full recognition of assets, liabilities, costs and revenue, irrespective of the shareholding;

b)adoption of the proportion consolidation method, recognizing the percentage held in the assets, liabilities, costs and revenue;

c)elimination of balance sheet and income statement transactions between Group companies, including the reversal of any gains or losses not yet realized, deriving from operations between consolidated companies, recording any consequent deferred tax effects;

d)elimination of inter-company dividends and relative adjustment of opening equity reserves;

e)elimination of the book value of investments, relating to companies included in the consolidation, and the corresponding share in net equity and allocation of the positive and/or negative differences deriving from the relative accounts (assets, liabilities and equity), defined with reference to the date of acquisition of the investment and subsequent changes;

f)recognition, in separate equity and income statement accounts, of the share capital, reserves and income for the period of minorities;

g)adoption of the conversion method of financial statements of foreign companies which prepare their financial statements in currencies other than the Euro, which provides for the conversion of all monetary assets and liabilities at the period-end rate and the average period rate for income statement items. The difference deriving from the conversion is recorded under equity reserves.

The main exchange rates applied for the conversion of the financial statements in foreign currencies, illustrated below, are those published by the UIC:

Exchange rates

January - December 21

31.12.2021

January - December 20

31.12.2020

Euro/US Dollar

1.1827

1.1326

1.1422

1.2271

Euro/Brazilian Real

6.3779

6.3101

5.8943

6.3735

Euro/Indian Rupee

87.4392

84.2292

84.6392

89.6605

Euro/Nigeria Naira

470.922

466.8577

407.4454

465.6845

Euro/Chilean Peso

898.390

964.3500

903.1400

872.5200

Euro/Russian Ruble

87.1527

85.3004

82.7248

91.4671

Euro/Saudi Arabia Riyal

4.4353

4.2473

4.2832

4.6016

Euro/Polish Zloty

4.5652

4.5969

4.4430

4.5597

Euro/Malaysian Ringgit

4.9015

4.7184

4.7959

4.9340

Euro/Mexican Pesos

23.9852

23.1438

24.5194

24.4160

Euro/GBP

0.8596

0.84028

0.8897

0.89903

Euro/AED

4.3436

4.1595

4.1947

4.5065

Consolidated Report and Explanatory Notes at December 31, 2021

105

The consolidation scope at December 31, 2021 is shown below:

Companies consolidated by the line-by-line method:

Consolidated companies

Location/Country

Currency

Share capital

% Group

Through:

Maire Tecnimont S.p.A.

Italy (Rome)

EUR

19,920,679

–

Parent Company

Met Development S.p.A.

Italy

EUR

10,005,000

100%

Maire Tecnimont S.p.A.

100%

Met T&S Ltd

UK

GBP

100,000

100%

Met Development S.p.A.

100%

Met Dev 1 S.r.l.

Italy

EUR

30,413,000

51%

Met Development S.p.A.

51%

MET GAS Processing Technologies S.p.A.

Italy

EUR

50,000

100%

Maire Tecnimont S.p.A.

100%

Nextchem S.p.A.

Italy

EUR

18,095,252

56.67%

Maire Tecnimont S.p.A.

56.67%

MyReplast S.r.l.

Italy

EUR

60,000

51%

Nextchem S.p.A.

51%

MyReplast Industries S.r.l.

Italy

EUR

4,600,000

51%

Nextchem S.p.A.

51%

U-Coat S.p.a.

Italy

EUR

7,500,000

50.1%

Nextchem S.p.A.

50.1%

MDG Real Estate S.r.l.

Italy

EUR

50,000

100%

Nextchem S.p.A.

100%

MyRechemical S.r.l.

Italy

EUR

500,000

100%

Nextchem S.p.A.

100%

Met T&S Management Ltd

UK

GBP

473,535

100%

Nextchem S.p.A.

100%

Stamicarbon B.V.

Netherlands

EUR

9,080,000

100%

Maire Tecnimont S.p.A.

100%

Stamicarbon USA Inc

USA

USD

5,500,000

100%

Stamicarbon B.V.

100%

Stamicarbon B.V.

40%

Vinxia Engineering a.s. in liquidation

Czech Republic

CZK

516,390

80%

Tecnimont S.p.A.

40%

KT S.p.A.

Italy

EUR

6,000,000

100%

Maire Tecnimont S.p.A.

100%

KTI Arabia LLC

Saudi Arabia

SAR

500,000

70%

KT S.p.A.

70%

KT Cameroun S.A.

Cameroon

XAF

120,000,000

75%

KT S.p.A.

75%

KT Star CO. S.A.E.

Egypt

USD

1,000,000

40%

KT S.p.A.

40%

KT Angola lda

Angola

AOA

93,064,320

100%

KT S.p.A.

100%

Tecnimont Poland Sp.Zo.o

Poland

PLN

50,000

100%

KT S.p.A.

100%

Tecnimont S.p.A.

Italy (Milan)

EUR

1,000,000

100%

Maire Tecnimont S.p.A.

100%

Tecnimont S.p.A.

99.99%

TCM FR S.A.

France

EUR

37,000

100%

Tecnimont do Brasil Ltda.

0.01%

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

Germany

EUR

260,000

100%

Tecnimont S.p.A.

100%

Tws S.A. in liquidation

Switzerland

CHF

63,488

100%

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

100%

Tecnimont Arabia Ltd.

Saudi Arabia

SAR

5,500,000

100%

Tecnimont S.p.A.

100%

Tecnimont Nigeria Ltd.

Nigeria

NGN

10,000,000

100%

Tecnimont S.p.A.

100%

OOO MT Russia

Russia

RUB

18,000,000

100%

Tecnimont S.p.A.

99%

Consolidated Report and Explanatory Notes at December 31, 2021

106

Consolidated companies

Location/Country

Currency

Share capital

% Group

Through:

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

1%

Tecnimont Private Limited

India

INR

13,968,090

100%

Tecnimont S.p.A.

100%

Tecnimont S.p.A.

99.34%

Tecnimont do Brasil Ltda.

Brazil

BRL

593,650,494

100%

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

0.66%

Tecnimont S.p.A.

99.99%

Tecnimont E&I (M) Sdn Bhd

Malaysia

MYR

28,536,679

100%

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

0.01%

Tecnimont S.p.A.

99.5224%

Tecnimont do Brasil Ltda.

0.4772%

Tecnimont Chile Ltda.

Chile

CLP

58,197,504,153

100.00%

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

0.0004%

Consorcio ME Ivai

Brazil

BRL

12,487,309

65%

Tecnimont do Brasil Ltda.

65%

Tecnimont S.p.A.

99.99%

Tecnimont Mexico SA de CV

Mexico

MXN

51,613,880

100%

TPI Tecnimont Planung und Industrieanlagenbau Gmbh

0.01%

Tecnimont USA INC.

Texas (USA)

USD

4,430,437

100.00%

Tecnimont S.p.A.

100.00%

TecnimontHQC S.c.a.r.l.

Italy

EUR

10,000

60.00%

Tecnimont S.p.A.

60.00%

TecnimontHQC Sdn Bhd.

Malaysia

MYR

750,000

60.00%

Tecnimont S.p.A.

60.00%

Tecnimont S.p.A.

70%

Tecnimont-KT JV S.r.l.

Italy

EUR

15,000

100%

KT S.p.A.

30%

Tecnimont S.p.A.

70%

Tecnimont-KT JV Azerbaijan LLC

Azerbaijan

AZN

170,010

100%

KT S.p.A.

30%

Tecnimont Philippines Inc.

Philippines

PHP

10,002,000

100%

Tecnimont S.p.A.

100%

Tecnimont Velesstroy S.r.l.

Italy

EUR

100,000

100%

Tecnimont S.p.A.

100%

Neosia Renewables S.p.A.

Italy

EUR

50,000

100%

Maire Tecnimont S.p.A.

100%

Neosia Renewables S.p.A.

99%

Met NewEN Mexico SA de CV

Mexico

MXN

4,200,000

100%

Tecnimont Messico SA de CV

1%

MST S.p.A.

Italy

EUR

400,000

100%

Maire Tecnimont S.p.A.

100%

Transfima S.p.A.

Italy

EUR

51,000

51%

MST S.p.A.

51%

MST S.p.A.

43%

Transfima G.E.I.E.

Italy

EUR

250,000

50.65%

Transfima S.p.A.

15%

Cefalù 20 S.c.a.r.l.

Italy

EUR

20,000,000

99.99%

MST S.p.A.

99.99%

Corace S.c.a.r.l. in liquidation

Italy

EUR

10,000

65%

MST S.p.A.

65%

Birillo 2007 S.c.a.r.l.

Italy

EUR

1,571,940

100%

MST S.p.A.

100.0%

Consolidated Report and Explanatory Notes at December 31, 2021

107

Companies consolidated line-by-lined based on shareholding:

Consolidated companies

Location/Country

Currency

Share capital

% Group

Through:

Tecnimont S.p.A.

49%

Sep FOS(*)

France

EUR

-

50%

TCM FR S.A.

1%

Consorzio Turbigo 800 in liquidazione (*)

Italy

EUR

100,000

50%

Tecnimont S.p.A.

50%

JV Gasco (*)

United Arab Emirates

USD

-

50%

Tecnimont S.p.A.

50%

JO Saipem-Dodsal-Tecnimont (*)

United Arab Emirates

AED

-

32%

MST S.p.A.

32%

UTE Hidrogeno Cadereyta(*)

Spain

EUR

6,000

43%

KT S.p.A.

43%

Unincorporated JV Philippines (*)

Philippines

PHP

-

65%

Tecnimont Philippines Inc.

65%

(*)Joint control agreement incorporated to manage a specific project and measured as a joint operation in accordance with the introduction of IFRS 11.

ACCOUNTING POLICIES

The main accounting policies adopted in the preparation of the financial statements are illustrated below.

The accounting policies utilized in preparing the 2021 consolidated annual financial statements are the same as those adopted in preparing the 2020 consolidated financial statements, except for the changes resulting from the first-time adoption of the international accounting standard which entered into effect on January 1, 2021, as discussed above in the “Accounting standards applied from January 1, 2021” paragraph.

Business combinations

Business combinations are recorded in accordance with the purchase method. The cost of the business combination is measured as the aggregate of the fair values, at the date of exchange, of assets acquired, liabilities incurred or assumed, and equity instruments issued by the Group, in exchange for control of the company acquired.

The identifiable assets, liabilities and contingent liabilities of the company acquired that comply with the conditions for recognition under IFRS 3 are recognized at their fair value at the acquisition date, with the exception of non-current assets (or disposal groups) which are classified as held-for-sale in accordance with IFRS 5 and are recognized and measured at fair value, net of sales costs.

Goodwill deriving from acquisition is recognized under assets and initially measured at cost, represented by the excess of the acquisition cost compared to the Group share in the present value of the identifiable assets, liabilities and contingent liabilities recognized. Where, after the measurement of these values, the Group share in the present value of the identifiable assets, liabilities and contingent liabilities exceeds the acquisition cost, the excess is immediately recorded in the Income Statement.

The share of minorities in the entity acquired is initially measured in line with their share of the present value of the assets, liabilities and contingent liabilities recognized.

Investments in associates

An associate is a company in which the Group has significant influence, but not full control or joint control. The Group exerts its influence by taking part in the associate’s financial and operating policy decisions.

The results and assets and liabilities of associates are recorded in the consolidated financial statements under the Equity method, except where the investments are classified as held-for-sale in which case they are recognized separately in accordance with IFRS 5 - Non-current assets held-for-sale and discontinued operations.

Under this method, investments in associates are recorded in the Balance Sheet at cost, adjusted for changes after the acquisition in the net assets of the associates, less any impairment in the value of the individual investments. Losses of associates in excess of the Group share (including medium/long-term interests which, in substance are part of the Group net investment in the associate) are not recorded unless the Group has an obligation to cover them.

Consolidated Report and Explanatory Notes at December 31, 2021

108

Investments in joint ventures and joint operations

A joint operation is a contractual agreement whereby the Group undertakes a jointly controlled business venture with other parties. Joint control is defined as the contractually shared control over a business activity and only exists when the financial and operating strategic decisions of the activities requires the unanimous consent of the parties sharing control.

When an enterprise of the Group undertakes its activities directly through joint operations, the assets and liabilities jointly controlled with other participants are recognized in the consolidated financial statements of the company based on the Group holding and classified in accordance with their nature. The liabilities and the costs incurred directly in relation to the activity jointly controlled are recognized on the basis of the accruals principle. The share of the gains deriving from the sale or use of the resources produced by the joint operation, net of the relative share of expenses, are recognized when it is probable that the economic benefits deriving from the operations will benefit the Group and their amount may be measured reliably.

Joint venture agreements, which involve the incorporation of a separate entity in which each participant has a shareholding, are considered joint control investments. The Group records the joint control investments utilizing the equity method. Under this method, the joint ventures are recorded in the Balance Sheet at cost, adjusted for changes after acquisition in the net assets of the associates, less any impairment in the value of the individual investments. The losses of the associates exceeding the Group interest and including medium/long-term interests (which, in substance are part of the Group net investment in the associates) are not recorded, unless the Group has an obligation to cover such losses.

Unrealized profits and losses on transactions between a Group company and a joint controlled entity are eliminated to the extent of the Group’s share in the joint controlled entity, except when the unrealized losses constitute a reduction in the value of the asset transferred.

Goodwill

Goodwill deriving from the acquisition of a subsidiary or a joint controlled entity represents the excess of the acquisition cost over the Group’s share in the fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or the joint controlled entity at the acquisition date. Goodwill is recorded as an asset and an impairment test is undertaken annually.

Impairments are recorded immediately in the Income Statement and may not be subsequently restated, in accordance with IAS 36 - Impairment of assets.

For the impairment test, the goodwill acquired in a business combination must be allocated to each cash-generating unit of the acquirer, or groups of cash-generating units, which will gain from the synergies of the business combination. When the recoverable value of the cash-generating unit (or groups of cash- generating units) is lower than the book value, a write-down is recorded.

On the disposal of a subsidiary or joint controlled entity, the part of the goodwill attributable to the disposal is included in the measurement of the gain or loss.

The goodwill deriving from acquisitions made before the transition date to IFRS are maintained at the values resulting from the application of Italian GAAP at that date and tested for any loss in value.

Non-current assets classified as held-for-sale

Non-current assets (and disposal groups) are classified as held-for-sale when their carrying value is expected to be recovered by means of a sales transaction rather than through use in company operations. This condition is met only when the sale is highly likely, the assets (or group of assets) are available for immediate sale in their current condition and, consequently, management is committed to a sale, which should take place within 12 months of the classification as held-for-sale.

Non-current assets (and disposal groups) classified as held-for-sale are measured at the lower of their previous carrying value and market value less selling costs.

Consolidated Report and Explanatory Notes at December 31, 2021

109

Contractual assets and liabilities

A client contract is identified and assessed on the basis of IFRS 15 following the tender contract’s signature which establishes mutual obligations arising between the Group and the buyer.

In terms of contracts with Maire Tecnimont Group clients, the performance obligation is generally represented by the works in their entirety. In fact, even though individual performance obligations envisaged in the contract can be distinct by their very nature, in the contract’s context, these are characterized by high interdependence and integration geared towards transferring the whole infrastructure to the buyer.

Nevertheless, in cases where several performance obligations are identified under the same contract, it is necessary to allocate the appropriate portion of the contractual price to the different performance obligations. In Group commercial practices, client contracts generally specify the price components for each contractual item in detail (observable contract price).

Revenues are recognized when (or over time) the performance obligation is fulfilled by transferring to the client the goods or service (or the asset) promised. The asset is transferred when (or over time) the client acquires control.

Contracts with clients typically signed as part of the Group and concerning the execution of multi-year contracts, envisage obligations to be fulfilled over time on the basis of the gradual progress of activities and the transfer of the facilities’ control over time to the buyer since - the client controls the facility covered by the contract at the moment when it is built (the building is built directly on the land made available by the buyer) and - the works under construction cannot have an alternative use and the Maire Tecnimont Group retains the right to collect payment for services rendered during construction.

In choosing the appropriate measurement model of the transfer of control to the buyer, input-based criteria were adopted by the Group for current contracts.

With the input-based method, revenues are recognized on the basis of resources used by the entity to fulfil the contractual performance obligation (such as, resources consumed, dedicated labor hours, costs incurred, time spent or machine-hours used) with respect to total budgeted inputs.

The method considered to be more representative for revenue recognition is cost-to-cost, determined by applying the progress percentage as the ratio between costs incurred and total expected costs, to expected total contractual revenue. In calculating the ratio of costs incurred and expected costs, only costs contributing to the effective transfer of control of the goods and/or services are considered. In so doing, this method enables an objective measurement of the transfer of control to the client since it takes into consideration the quantitative variables relating to the contract in its entirety.

Given the engineering and operating complexity, the size and multi-annual duration of the projects, contractual payments, in addition to the basic consideration set out in the contract, include additional amounts covering elements that must necessarily be taken into account. In particular, amounts arising from “Reserves” or “Claims” are additional charges in respect of higher costs incurred (and/or to be incurred) for unforeseeable causes or events that are not attributable to the buyer, “Change Orders” after major works are performed (and/or to be sustained) or order modifications not formalised under additional deeds. The determination of additional charges is subject, by its very nature, to a certain degree of uncertainty both on the amounts that will be recognized by the client and on the payment periods which usually depend on the outcome of negotiations between the parties or by decisions from judicial bodies.

This type of contractual charge is attributed to “Contractual Changes” - a contractual change exists if this is approved by both contracting parties; approval may take place in writing, by verbal agreement or through industry commercial practices.

A contractual change can exist despite the presence of a dispute concerning the object and/or price of the contract. In this case, it is first necessary to assess whether rights to payment are contractually envisaged, generating an enforceable right. Once the enforceable right is identified, the recognition of the “Reserves” or “Claims” and charges for additional requests to the buyer requires defining whether the circumstance that associated revenues will not be reversed in future is considered to be “highly probable”. For the purposes of this assessment, all significant aspects and circumstances will be taken into consideration, including contractual terms and conditions, industry commercial and negotiating practices or other supporting factors, as well as technical and legal assessments. Documentation produced by other bodies (Arbitration Boards, Dispute Adjudication Boards, etc) will also be considered.

Consolidated Report and Explanatory Notes at December 31, 2021

110

The contract with the buyer may envisage the accrual of penalty liabilities arising from non-compliance with specific contractual clauses (such as failure to comply with delivery times).

Once the entity is in possession of the elements to define how “reasonably foreseeable” is the accrual of contractual penalties, these will be considered as a reduction in contractual payments. In order to carry out these assessments, all available indicators will be analyzed to estimate the probability of contractual non-compliance that may lead to the accrual of penalty liabilities.

The practice in the sector in which the Maire Tecnimont Group operates is that payment for works (generally running into several years) is financially regulated through the disbursement of an advance and thereafter, through on-account invoicing. In general, buyer payment flows (an advance and subsequently, Interim Payment Certificates [IPC]) are designed in such a way as to make the construction project sustainable for the contractor and to limit exposure.

The contractual advance is used for the following purposes: - to finance the initial order investments and to disburse associated contractual advances to be paid to sub-contractors; - as a form of contractual guarantee to cover any risks of breach of contract by the buyer. The recovery of the contractual advance is reabsorbed through subsequent IPC/on-account invoicing, in line with the production cycle of the multi-year contract. Moreover, it is necessary to consider that the Group operating cycle is normally multi-year and therefore, the correct duration is considered to determine the existence of a significant financial component.

In view of the above considerations, the presence of significant financial components within contractual fees was not assessed in contracts that provide for an adjustment of advances and on-account invoicing in line with industry practices and/or, in any case, of amounts serving as ‘guarantees’ and with a timeframe that is adequate for the cash flows required by the project’s execution.

The new accounting standard does not explicitly regulate the accounting treatment of loss-making contracts, but refers to the method of accounting defined by IAS 37. In particular, according to the IAS 37 definition, a contract is onerous when non-discretional costs (“unavoidable costs of meeting the obligation”) exceed the expected economic benefits. Any expected loss is accounted for by the Group in the financial statements when this loss becomes probable on the basis of the latest estimates performed by management to adjust the order.

Since they cannot be qualified as incremental costs, costs that are incurred independently of the order’s acquisition are expensed to the income statement not contributing to contractual advancement (cost not attributable to Cost-to-Cost).

Costs for the contract’s execution, that is, those costs that refer directly to the contract, generate and improve the resources that will be used to satisfy the performance obligation and are recoverable through the contract’s future economic benefits, are capitalized by the Group.

The practice in the industry in which the Maire Tecnimont Group operates is that usually these types of costs are represented by pre-production costs which, in some contractual cases, are expressly recognized by the buyer through specific items under the contract, while, in other cases, they are not expressly recognized and are paid through the order’s overall margin. The explicit recognition of these costs implies that when they are incurred the transfer of control of the works covered by the project takes place. Consequently, such costs should not be capitalized and have to contribute to the determination of contractual advancement.

Should the contract not envisage explicit recognition, in compliance with the three conditions mentioned above, pre-production costs are capitalized and consistently depreciated to correspond with the transfer of control of the goods/services to the client.

Assets and liabilities arising from the contract are classified in the “Contractual Assets” and “Contractual Liabilities” accounts in the financial statements, respectively in the assets and liabilities section. Based on the standard’s provisions, the classification between contractual assets and liabilities is on the basis of the ratio between Maire Tecnimont Group’s service and the client’s payment. If the resultant value is positive, the project’s net balance is shown in the “Contractual Assets” account and, conversely, in the “Contractual Liabilities” account. If, on the basis of the contract, the values in question express an unconditional right to payment, they are presented as receivables.

Consolidated Report and Explanatory Notes at December 31, 2021

111

The Group classifies exchange differences deriving from commercial operations under operating results, and in particular in the accounts other operating revenues and other operating costs, depending on whether the net effect is a gain or loss.

The amounts matured, where expressed in foreign currencies, are calculated taking into account the exchange rates at the date of the relative hedging operations.

Other revenues

“Other revenues” mainly includes income components from projects under execution and deriving from industrial activities and accessory operations not directly related to the contract with the client. The account is measured according to other standards or specific Group “Accounting Policies”. In particular, this account includes income concerning: gains from the sale of fixed assets; income from the recharge of costs, prior year income, contractual penalties, exchange gains, insurance indemnities and the utilization of the doubtful debt provision.

The Company also classifies exchange differences deriving from commercial operations under operating results, and in particular in the accounts other operating revenues and other operating costs, depending on whether the net effect is a gain or loss.

Property, plant and equipment

Plant and machinery utilized for the production or the provision of goods and services are recorded in the financial statement at historic cost, including any accessory and direct costs necessary for the asset to be available for use.

Plant, machinery & equipment are recognized at cost, net of accumulated depreciation and any write-down for loss in value.

Property is recorded at fair value at the revaluation date net of any subsequent accumulated depreciation and any subsequent loss in value accumulated and is depreciated based on their estimated useful lives. Buildings are revalued annually on the basis of an independent expert’s valuation. The positive/negative difference is recorded in the revaluation reserve under equity.

Depreciation is calculated on a straight-line basis on the cost of the assets, according to their estimated useful life, which is reviewed annually at following rates:

Asset Category

Rate

Land

0%

Buildings

from 2% to 10%

Plant & machinery

from 7.5% to 15%

Industrial & commercial equipment

15%

Furniture

12%

EDP

20%

Motor vehicles

from 20% to 25%

Gains and losses deriving from the disposal or sale of assets are determined as the difference between the sales revenue and the net book value of the asset and are recorded in the Income Statement in the year.

Consolidated Report and Explanatory Notes at December 31, 2021

112

Ordinary maintenance costs are fully charged to the income statement.

Improvements on the original value of the assets are capitalized and depreciated based on their residual utilization.

Leasehold improvements which may be recorded as an asset are recognized under property, plant and equipment and depreciated at the lower between the residual duration of the contract and the residual useful life of the asset.

Grants

Capital grants are recognized when there is reasonable certainty that they will be received and that the conditions will be satisfied for their attainment.

Capital grants are recorded as a direct reduction of the asset to which they refer. The value of an asset is adjusted by straight-line depreciation, calculated on the basis of the residual useful life of the asset.

Intangible assets

Intangible assets acquired separately are recorded at cost less amortization and any net loss in value. Amortization is calculated on a straight-line basis over the useful life of the asset. The amortization method and the residual useful life are reviewed at the end of each accounting period. The effects deriving from the change in the amortization method and the residual useful life are recorded prospectively.

Intangible assets generated internally – research and development costs

Research costs are expensed to the income statement in the period in which they are incurred.

Intangible assets generated internally deriving from the development phase of a Group internal project are only recognized under assets when the following conditions are met:

•There is the technical feasibility to complete the intangible asset for its use or sale;

•There is the intention to complete the intangible asset and utilize or sell the asset;

•There is the capacity to utilize or sell the intangible asset;

•It is probable that the asset will generate future economic benefits;

•There exists the technical, financial and other resources in order to complete the development and utilize or sell the asset during the development phase.

The initial amount recognized of the intangible assets generated internally corresponds to the sum of the expenses incurred at the date in which the asset meets the criteria described above. Where these expenses may not be recorded as intangible assets generated internally, the development expenses are expensed in the Income Statement in the period in which they are incurred.

Subsequent to initial recognition, the intangible assets generated internally are recorded at cost less any accumulated loss in value, as occurs for intangible assets acquired separately.

Intangible assets acquired through a Business Combination

Intangible assets acquired in a business combination are identified and the goodwill is recorded where they satisfy the definition of intangible assets and their fair value may be determined reliably. The cost of these intangible assets is their fair value at the acquisition date. Subsequent to initial recognition, the intangible assets acquired in a business combination are recorded at cost less amortization and any accumulated loss in value, as occurs for intangible assets acquired separately.

Consolidated Report and Explanatory Notes at December 31, 2021

113

Right-of-use - Leasing

IFRS 16 establishes a single model for accounting for lease contracts involving the recognition by the lessee of a right-of-use asset and a lease liability representing the obligation to make the payments required under the contract. At the commencement date (the date on which the asset is made available for use), the right of use is initially measured at cost as the sum of the following:

•the initial amount of the lease liability;

•the payments due for the lease made on or before the commencement date, net of any incentives received for the lease;

•the initial direct costs incurred by the lessee;

•the estimated costs that the lessee expects to pay to dismantle and remove the underlying asset and restore the site in which it is located or to restore the underlying asset to the conditions provided for in the terms and conditions indicated in the lease contract.

After initial recognition, the right of use is amortized, tested for impairment and adjusted to reflect any restatement of the lease liability. Amortization is applied on a straight-line basis according to the term of the contract, taking account of renewal/termination options that are highly likely to be exercised. Only if the lease provides for a reasonably certain purchase option is the right-of-use asset amortized systematically over the entire useful life of the underlying asset.

Impairment of tangible, intangible and financial assets

At each reporting date, the Group reviews the carrying value of its intangible, tangible and financial assets to determine if there are indications that these assets have incurred a loss in value. Where it is not possible to make an estimate of the recoverable amount of an asset individually, the Group makes an estimate of the recoverable amount of the cash-generating unit the asset belongs to. When it is established that a potential loss exists, an estimate of the recoverable amount is made in order to identify the amount of the loss.

The indefinite intangible assets, as for goodwill, are verified annually and whenever there is an indication of a possible loss in value, in order to determine if there has been a loss in value.

The recoverable value is the higher between fair value less costs to sell and value in use. In determining the value in use, the estimated future cash flows are discounted on a pre-tax basis which reflects the market assessment of the time value of money and the risks specific to the asset. In the determination of this value various cash flow scenarios are utilized (sensitivity analysis).

If the recoverable value of an asset (or a CGU) is considered lower than its carrying value, it is reduced to its recoverable value. A loss in value is recognized in the income statement immediately.

Where, subsequently, the loss in value no longer exists or reduces, the book value of the asset is increased up to the new estimate of the recoverable value and may not exceed the value which would be determined where no loss in value had been recorded. The reversal of a loss in value is immediately recorded in the income statement.

In addition, IFRS 16 requires that lessees test rights of use associated with leased assets for impairment in accordance with IAS 36, similarly to other owned company assets. Accordingly, when there are signs of impairment, it must be determined whether the right of use may be tested on a stand-alone basis or at the level of CGU.

The Group decided to include the right-of-use net of the related lease liability in the CGU being assessed and determine the value in use considering the outlays for lease rentals using a pre-IFRS 16 discounting rate.

Inventories

Inventories are measured at the lower of cost and net realizable value. Cost includes direct materials and, where applicable, direct labor costs, general production costs and other costs which are incurred in bringing the inventories to their present location and condition. The cost is calculated using the weighted average cost method. The net realizable value is represented by the estimated sales price less the estimated cost for completion and estimated costs to sell.

Consolidated Report and Explanatory Notes at December 31, 2021

114

Financial instruments

The classification of the financial instruments as per IFRS 9 is based on the “business model” and on the characteristics of the contractual cash flows of the instruments. The “business model” represents the management model of the financial assets held by the Group on the basis of the strategic objectives defined, in order to generate cash flows by collecting the contractual cash flows, selling financial assets or managing both models.

Financial assets and liabilities are recorded in the financial statements when the Group has the contractual obligations of the instrument.

Financial assets

The “business model” utilized by the Group are:

•Held To Collect (HTC), managed to collect contractual cash flows: corresponding to the wish to hold the instruments until maturity;

•Held To Collect and Sell (HTC&S), managed to collect contractual cash flows and for sale: corresponding to the wish to meet liquidity needs and minimize liquidity management cost and maintain the risk profile;

•Other – residual category, managed for trading; corresponding to the wish to maximize contractual cash flows through sale.

Receivables

In considering the classification of financial assets account was taken of the Group’s business model and characteristics of the cash flows. In particular, trade receivables are classified under the category of claims held for collection (Held To Collect), corresponding to the wish to hold the instruments until maturity.

Receivables are initially recognized at fair value and subsequently measured at amortized cost, utilizing the effective interest rate method, net of the relative losses in value with reference to amounts considered non-recoverable, recorded in a specific doubtful debt provision. The original amount is restated whenever the reasons for the adjustment no longer apply. In this case, any reversal of previous provisions are recorded in the income statement and may not exceed the amortized cost of the receivable in the absence of the previous adjustments.

Trade receivables which mature within the normal commercial terms are not discounted. Receivables in currencies other than the operational currency of the individual companies are recorded at the period-end exchange rates.

Other financial assets

Financial assets are recognized at cost, recorded at the trading date, represented by the fair value of the initial amount given in exchange, increased by any transaction costs (for example: commissions, consultancy etc.) directly attributable to the acquisition of the asset. After initial recognition, these assets are measured at amortized cost using the original effective interest method.

Financial assets held for speculative purposes in the short-term are recognized and measured at fair value, with changes recorded in the income statement.

With regards to the valuation of financial assets concerning minority investments, IFRS 9 requires fair value measurement. The investments in other companies of the Group mainly refers to consortiums incorporated for specific projects whose duration is related to the project span. These investments are measured at fair value with changes to the statement of comprehensive income, although as not listed on an active market, the fair value is therefore estimated, although does not vary from the cost and the relative portion of equity.

Consolidated Report and Explanatory Notes at December 31, 2021

115

Cash and cash equivalents

Cash and cash equivalents include cash balances and bank current accounts and deposits repayable on-demand, plus other highly liquid short term financial investments that can be readily converted into cash and are not subject to a significant risk of a change in value.

Impairment model

The method is based on a predictive approach (expected credit losses model), based on the probability of default and the capacity of recovery in the event of a loss given default.

In the estimate of the impairment of receivables official ratings are utilized where available or internal ratings, to determine the probability of default of the counterparty; the capacity of recovery was also identified in the case of a loss given default of the counterparty based on historical experiences and different possible recovery methods.

Financial liabilities and Equity instruments

Financial liabilities and Equity instruments issued by the Group are classified in accordance with the underlying contractual agreements and in accordance with the respective definitions of liabilities and Equity instruments. These latter are defined as those contracts which give the right to benefit from the residual interest of the assets of the Group after the reduction of the liabilities. The accounting policies adopted for specific financial liabilities and Equity instruments are described below.

Payables

Payables are initially recorded at cost, corresponding to the fair value of the liability, net of directly attributable transaction costs.

Subsequent to initial recognition, the payables are measured under the amortized cost method, utilizing the effective interest rate method. This category includes interest bearing bank loans, overdrafts, non-convertible bonds and trade payables.

The trade payables which mature within the normal commercial terms are not discounted. Payables in currencies other than the operational currency of the individual companies are recorded at the period-end exchange rates.

Fair value measurement

Fair value is the amount in which an asset (or a liability) may be exchanged in a transaction between independent counterparties with reasonable knowledge of the market conditions and significant events related to the item under negotiation. The presumption that an entity is fully operational and does not need to liquidate or significantly reduce activities, or undertake operations at unfavorable conditions, is fundamental to the definition of fair value. The fair value reflects the credit quality of the instrument as it incorporates the counterparty risk.

Receivables and Payables

For receivables and payables recorded in the financial statements at cost or amortized cost, the fair value for the purposes of the disclosure to be provided in the Explanatory Notes is determined as follows:

•for short-term receivables and payables, it is considered that the value paid/received reasonably approximates fair value;

•for medium/long-term receivables/payables, the measurement is principally undertaken through the discounting of future cash flows. The discounting of the expected cash flows is normally undertaken through the zero coupon curve increased by the margin represented by the specific credit risk of the counterparty.

Consolidated Report and Explanatory Notes at December 31, 2021

116

Other financial instruments (Debt and equity securities)

The fair value for this category of financial asset is measured taking as reference the listed prices at the reporting date of the financial statements where existing, otherwise with reference to technical valuations utilizing as input exclusively market data.

Other financial instruments (Minority holdings)

The fair value for this category of financial assets is calculated according to valuation models whose input is not based on observable market data (“unobservable inputs”).

Financial liabilities - Leasing

Under IFRS 16, the lease liability is initially measured at the present value of the payments due at the commencement date, which include:

•the fixed payments that are reasonably certain to be paid, net of any lease incentives to be received;

•the variable payments due that depend on an index or a rate (variable payments such as rentals based on the use of the leased asset, are not included in the lease liability, but taken to the income statement as operating costs over the term of the lease contract);

•any amounts expected to be paid as security for the residual value granted to the lessor;

•the exercise price of the purchase option, if the lessee is reasonably certain to exercise it;

•the penalty payments for breaking the lease, if the lessee is reasonably certain to exercise this option.

The present value of these payments is calculated by adopting a discount rate equal to the implicit interest rate on the lease or, where this cannot be easily determined, using the lessee’s incremental financing rate. The lessee’s incremental financing rate is based on the Group’s incremental financing rate, i.e. the rate that the Group would have to pay to borrow the funds needed to purchase an asset of similar value in a similar financial context and with similar terms and conditions.

Future cash flows are therefore discounted at the risk free rate of the respective currencies, plus a spread for the specific risk of the Company, established as the difference between the yield on the listed Maire Tecnimont S.p.A. debt securities against an instrument with similar features but without risk.

After initial recognition, the lease liability is measured at amortized cost (i.e., by increasing its carrying amount to take account of the interest on the liability and decreasing it to take account of the payments made) using the effective interest rate and is redetermined, with a balancing entry to the carrying amount of the related right-of-use, to reflect any modifications to the lease following contractual renegotiations, changes in indices or rates or modifications relating to the exercise of contractually established renewal, early termination or leased asset purchase options.

The extension and termination options are included in a series of lease agreements mainly related to Group properties. To determine the duration of the lease agreement, management takes account of all facts and circumstances that can

generate a financial incentive to exercise an option to extend or not exercise an option to terminate.

Extension options (or periods following termination options) are included in the duration of the lease agreement only if it is reasonably certain that the lease agreement will be extended (or not terminated).

The Standard eliminates the classification, for the lessee, of leases as operating or financial, with limited exceptions to the application of the accounting treatment (allocation of lease rentals to the income statement on an accrual basis for leases that qualify as “short-term” or “low-value”). For the financial statements of lessors, however, the separation is maintained between operating and financing leases.

The Group adopts the exemptions allowed by the standard; therefore, leasing costs referring to rental or lease agreements that envisage variable payments, or assets of minimal value (i.e. less than USD 5,000) or with a duration of less than 12 months, are expensed gradually over time as they are incurred.

Consolidated Report and Explanatory Notes at December 31, 2021

117

Equity instruments

Equity instruments issued by the Company are recognized based on the amount received, net of direct issue costs.

Convertible bonds

In accordance with IAS 32 “Financial Instruments: Presentation in the financial statements” convertible bonds are recorded as hybrid financial instruments, formed by two components which are treated separately only if significant: a liability and a conversion option. The liability corresponds to the present value of the future cash flows based on the current interest rate at the issue date for an equivalent non-convertible bond. The value of the option is defined as the difference between the net amount received and the amount of the liability and is recorded under equity. The value of the conversion option in shares does not change in subsequent periods. On the contrary, where the characteristics of the bond result in, on the exercise of the conversion right, the right of the company to deliver shares or offer a combination of shares and cash, the option is recognized as a financial liability for the incorporated host, measured at fair value through P&L, while the difference compared to the original nominal value or rather the financial liability (host) is recorded at amortized cost.

Warrants

On April 30, 2020, the Maire Tecnimont Shareholders' Meeting approved, pursuant to Article 114-bis of Legislative Decree No. 58/1998 of the CFA, the introduction of the 2020-2024 Long Term Investment Plan to support the Group's Green Acceleration project, based on financial instruments of the subsidiary NextChem S.p.A. (56.67% owned by Maire Tecnimont and 43.33% by Maire Investments, a related party and outside the Maire Tecnimont Group); Company identified as a vehicle for the roll-out of the Green Acceleration project of the Maire Tecnimont Group.

The Plan supports the Green Acceleration undertaken by the Group. NextChem S.p.A.'s business and development initiatives represent the focus of the Plan, which aims to:

•support the growth of the Company, so as to develop the strategic path undertaken to best respond to the challenges posed by the new market dynamics in terms of the evolution of the energy and chemical business, within an industrial framework increasingly oriented towards an ESG-driven vision and a sustainable development approach within a Circular Economy;

•strengthen the loyalty and commitment of the Beneficiaries involved, as their contribution is fundamental for the long-term success of the above-mentioned plan;

•incentivize Beneficiaries to create value over the long-term horizon shareholders, ensuring full alignment with the interests of shareholders and stakeholders.

•the Plan involves, as Beneficiaries, selected Managers of the Company, as well as some top executives of Maire Tecnimont Group companies who can significantly contribute to the success of the Project.

The Investment Plan provided for a direct investment, against payment and with the use of own capital by each Beneficiary and is divided into three distinct series of warrants A1, A2 and B, which are in turn divided into three further tranches. On December 16, 2020, NextChem S.p.A. issued the three series of warrants, which were in turn divided into three further tranches that were actually subscribed and paid by the beneficiaries in July 2021. There are specific exercise conditions for each tranche of each series of warrants.

In view of the implementation of the Plan, NextChem's Shareholders' Meeting (February 2021) therefore resolved a share capital increase at par value, for payment (by the deadline of December 31, 2027) and divisible, with exclusion of option rights of the shareholders Maire Tecnimont and Maire Investments S.p.A. irrevocably reserved for the Beneficiaries of the New Plan for a total of Euro 2,960,570.00 of which Euro 2,000,000 to be allocated to share capital and Euro 960,570 to be allocated to share premium, through the issue of a maximum of 2,000,000 new shares without par value, as follows:

Consolidated Report and Explanatory Notes at December 31, 2021

118

•Euro 1,000,000 (approximately 5% of the current paid-in capital), to service the exercise of Warrants A1 and A2 for the issue, even in several tranches at the end of the Vesting Period, of up to 1,000,000 NextChem Shares. This portion of the share capital increase will be subscribed and paid by the Beneficiaries of the Plan who are the recipients of Warrants A1-A2 at the end of the Vesting Period, following the fulfilment of the conditions set out in the Plan with reference to this series of Financial Instruments and, therefore, based on the "conversion ratio" identified in view of the results achieved;

•Euro 1,000,000 (approximately 5% of the current paid-in capital), to service the exercise of Warrants B for the issue, even in several tranches at the end of the Vesting Period, of up to 1,000,000 NextChem Shares. This portion of the share capital increase will be subscribed and paid by the Beneficiaries of the Plan who are the recipients of Warrants B at the end of the Vesting Period, following the fulfilment of the conditions set out in the New Plan with reference to this series of Financial Instruments.

Consequently, the share capital of NextChem S.p.A., following the registration of the resolution for the capital increase mentioned above, was approved for Euro 20,095,252.00, of which Euro 18,095,252.00 subscribed and paid in.

The subscription price of the warrants, which is different for the three separate series, was determined by an independent expert on the basis of an appraisal of the Fair Market Value (FMV) of the instruments.

The conditions for the exercise of the warrants are (i) the continuation, as of the Vesting Date (5th anniversary following the Issue Date), by the Holder of the employment, consultancy and/or administrative relationship, as the case may be, with Maire Tecnimont and/or NextChem and/or another company of the Maire Group, and the absence of resignations or notices of termination of the relationship, as well as (ii) the achievement, as of the Vesting Date, of certain parameters for the growth of the value of Nextchem S.p.A. linked to indicators of Ebitda and Equity Value and the Value of the Maire Tecnimont Share.

Upon exercise of the Warrants, Warrant holders will be assigned Converted Shares based on the Exercise Ratio calculated according to a formula that provides for the subscription of a number of shares that is variable, although the number is limited within a maximum range, essentially depending on the parameters indicated above in the exercise conditions of Nextchem S.p.A.'s Ebitda and Equity Value.

Failure to meet the Warrant Exercise Conditions after the Vesting Period has concluded will result in Holders forfeiting their right to exercise the Warrants and, therefore, to receive the underlying NextChem Converted Shares.

The regulations of the Warrants and of the ancillary investment agreements also provide for acceleration rules during the Vesting Period (by way of example, in the event of IPO, change of control and sale), Call Option on the Warrants and Conversion Shares by Maire Tecnimont and Maire Investments, Lock-Up Period for the transfer of the Shares by the Holder and a Put Option of NextChem S.p.A. granted to the Holder for the Conversion Shares.

The capital increase through the exercise of warrants falls within the scope of application of international accounting standard IAS 32 "Financial instruments: presentation in the financial statements".

Paragraph 15 of IAS 32 states that "the issuer of a financial instrument shall classify the instrument, or its components, upon initial recognition as a financial liability, financial asset, or equity instrument in accordance with the substance of the contractual arrangements and the definitions of financial liability, financial asset, and equity instrument”.

In particular, paragraph 16 provides that "when an issuer applies the definitions in paragraph 11 ("rights, options or warrants that give the right to acquire a fixed number of the entity's own equity instruments for a fixed amount of any currency are to be considered equity instruments if the entity offers the rights, options or warrants pro rata to all holders of the same class of its own equity instruments") to determine whether a financial instrument is an equity instrument rather than a financial liability, the instrument is an equity instrument if, and only if, both conditions (a) and (b) below are met”:

Consolidated Report and Explanatory Notes at December 31, 2021

119

a)The instrument does not include any contractual obligations:

i.to deliver cash or another financial asset to another entity;

ii.to exchange financial assets or liabilities with another entity on terms that are potentially unfavorable to the issuer.

b)If the instrument will or may be settled through equity instruments of the issuer, it is:

i.a non-derivative that does not involve any contractual obligation for the issuer to deliver a variable number of its own equity instruments; or

ii.a derivative that will only be settled by the issuer exchanging a fixed amount of cash or other financial asset for a fixed number of equity instruments.

A contractual obligation, including an obligation arising from a derivative financial instrument, that will or may result in a future receipt or delivery of the issuer's equity instruments, but that does not meet conditions (a) and (b) above, is not an equity instrument" (“fixed for fixed test”).

Paragraph 21 further clarifies that the warrant is a financial liability even if the entity must or can settle it by delivering its own equity instruments. It is not an equity instrument because the entity uses a variable amount of its own equity instruments as a means of settling the contract.

Therefore, in order to consider a warrant as an equity instrument, it must pass the “fixed for fixed test”, i.e., the warrant must provide that the number of shares that can be subscribed to be fixed in a certain quantity (fixed) and that the consideration received in the event of the exercise of the warrant is also determined in any currency in a certain quantity.

Taking into account the difficulties in interpreting IAS 32, the fixed-for-fixed test was not passed due to the presence of the Exercise Ratio mechanism calculated according to the formula that provides for the subscription of a number of shares that varies according to the EBITDA and Equity Value parameters of Nextchem S.p.A. at the date of the financial statements.

Therefore, in accordance with the interpretation given to IAS 32, a non-current liability has been recorded in accordance with IFRS 9 in the balance sheet as at December 31, 2021. The fair value of the warrant was measured using a model based on the estimated value of Nextchem S.p.A. shares and the volatility of the stock market values of shares in a basket of comparables. The fair value has been updated to December 31, 2021 and will be remeasured at each reporting date with a balancing entry in the income statement (financial management).

This liability has not been classified as a financial liability within the net financial position as the Company has no contractual obligation to deliver cash to the holder of the Warrants; - no interest of any kind accrues on this liability; - this liability arises from an instrument that will provide the Company with a capital increase upon its possible future exercise.

Derivative instruments and hedge accounting

The Group uses derivative instruments (swap contracts, options, forwards) to hedge the risks deriving from fluctuations in interest rates, in the purchase costs of certain raw materials and in exchange rates relating both to cash flows from contracts denominated in foreign currency and to bank loans.

The structure of the contracts in place is in line with the Group “hedging” policy.

IFRS 9 requires amendments to the rules for the management of hedge accounting relations which are closer to the recognition logic utilized by the Group within its Risk Management.

As per IFRS 9 the effectiveness of the hedging relationship can only be on a prospective basis and must be demonstrated both qualitatively and quantitatively, without any threshold level defined by the standard.

Consolidated Report and Explanatory Notes at December 31, 2021

120

Derivative instruments are measured at fair value with recognition of any changes in fair value to the income statement where they do not satisfy the conditions to be considered as hedges either due to the type of instrument or the choice of the company not to undertake the efficiency test. Derivative instruments are classified as hedging instruments when the relation between the derivative and the hedged item is formally documented and the effectiveness of the hedge, periodically verified, is high in accordance with IFRS 9.

The accounting of the hedging instruments differs depending on the objective of the hedge: cash flow hedges or fair value hedges.

Cash flow hedge

The changes in the fair value of the derivative instruments which are designated, and which are efficient, to hedge future cash flows relating to the Group contractual commitments are directly recorded under Equity, while the non-efficient portion are immediately recorded in the Income Statement.

The amounts recorded directly under Equity are included in the Income Statement in the same period that the contractual commitment hedged is included in the Income Statement.

Fair value hedge

For the efficient hedge of a “change in fair value” the item hedged is adjusted by the fair value changes attributable to the risk hedged recognized through the Income Statement. The gains and losses deriving from the fair value of the derivatives are also recorded in the income statement.

The changes in the fair value of the derivative instruments which do not qualify as hedges are recorded in the Income Statement in the period in which they arise.

Embedded derivatives

Embedded derivatives included in contracts are treated as separate derivatives only when:

•their risks and features are not strictly related to those of the host contracts;

•the separate embedded instrument satisfies the definition of a derivative;

•the hybrid instrument is not recognized at fair value with changes recorded through P&L.

Where an embedded derivative is separated, the relative host contract must be recorded in accordance with IFRS 9, if the contract is a financial instrument, and in accordance with the other accounting standards if the contract is not a financial instrument.

Fair value calculation

The fair value of financial instruments is represented by the current market price or, in their absence the application of appropriate financial valuation models which take into consideration all the factors adopted by market operators and the prices obtained in a real market transaction. In particular, the fair value of the interest rate swaps is measured discounting the expected cash flows, while the fair value of currency forward contracts is determined on the basis of the forward exchange rate at the reference date and the differential rates between the currencies.

Derecognition of financial instruments

Financial assets are eliminated from the balance sheet when the right to receive the cash flows no longer exists and all the related risks and benefits are substantially transferred (so-called derecognition) or where the item is considered definitively non-recoverable after the completion of all the necessary recovery procedures. Financial liabilities are derecognized from the balance sheet when the specific contractual obligations are extinct. Receivables transferred following factoring operations are eliminated from the balance sheet only when the related risks and benefits of ownership have been substantially transferred. With recourse receivables and non-recourse receivables which do not satisfy these requisites remain on the balance sheet of the company, even if legally transferred; in this case a financial liability of a similar amount is recorded under liabilities against advances received.

Consolidated Report and Explanatory Notes at December 31, 2021

121

Shareholders’ Equity

Share Capital

The share capital is the amount of the subscribed and paid-in capital of the Parent Company. The costs strictly related to the issue of new shares are classified as a reduction of the share capital when they refers to costs directly attributable to the equity operation.

Treasury Shares

They are recorded as a decrease in Group Shareholders' Equity. The costs incurred for the issue of new shares by the Parent Company are recorded as a reduction in equity, net of any deferred tax effect. The gains or losses for the purchase, sale, issue or cancellation of treasury shares are not recorded in the income statement.

Retained earnings/(accum. losses)

This refers to the results of previous years for the part not distributed or recorded under reserves (in the case of profit) or recapitalized (in the case of losses). The account also includes the transfers from other equity reserves when those reserves are no longer required as well as the effects of the recording of changes to accounting policies and material errors.

Other reserves

These include the fair value reserves recorded under equity in accordance with the applicable criterion, the treasury share reserve, the legal reserve, the translation reserve and the other statutory reserves.

Valuation reserve

These include the cash flow hedge reserve relating to the “effective” portion of the hedge, the cost of hedging reserve which includes the time value of currency options, the actuarial reserve on defined benefit plans recognized directly to equity and the changes in fair value of minority investments through OCI reserve.

Contractual liabilities deriving from financial guarantees

The contractual liabilities deriving from financial guarantees are initially measured at their fair value and subsequently measured at the higher between:

•the amount of the contractual obligation, determined in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets;

•the initial amount recorded net, where applicable, of the accumulated amount recorded in accordance with the recognition of the revenues as described above.

Provisions for risks and charges

Provisions are recorded when the Group has a current obligation (legal or implied) that is the result of a past event and it is probable that the Group will be required to fulfil the obligation. Provisions are made based on the best estimate of the cost of fulfilling the obligation at the reporting date, and are discounted when the effect is significant.

When the Group considers a provision for risks and charges must be in part or in full reimbursed, the indemnity is recorded under assets only when the reimbursement is almost certain and the amount of reimbursement may be determined reliably.

Onerous contracts

Where the Group has an onerous contract, the current obligation contained in the contract must be recognized and measured as a provision.

Consolidated Report and Explanatory Notes at December 31, 2021

122

An onerous contract is a contract in which the non-discretional costs necessary to settle the obligations exceed the economic benefits deriving from such.

Restructuring provision

A provision for restructuring cost is recorded only when the Group has undertaken a formal detailed program for the restructuring and there exists a valid expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it.

A provision for restructuring must only include the direct expenses deriving from the restructuring and not associated with the current activities of the Group.

Personnel incentive plans

The Group recognizes additional benefits to employees through the cash incentive plans. These plans represent a remuneration component of the beneficiaries; therefore, the cost is recognized in the income statement under “Personnel expense” over the period between the granting date and that of maturity and under provisions for risks and charges.

The financial effects of the Plans are estimated and recognized in accordance with IAS 19 by adequately weighing the defined maturity conditions (including the probability of employees remaining in the Group for the duration of the Plan); at the end of each year the estimate is updated and recognized under “Personnel expense”. At December 31, 2021, the plans within this category included the MBO incentive system, both in its short-term and deferred long-term component, and the annual attendance bonus.

Guarantees

The provisions for guarantee costs are accrued when it is considered probable that the request to honor the guarantee will be made. The calculation of the provision is made based on the best estimate by Management of the costs required to comply with the obligation.

Post-employment benefits

The payments for defined contribution plans are recognized in the Income Statement of the period in which they are due.

For the defined benefit plans, the cost relating to the benefits recognized is determined using the projected unit credit method, making actuarial valuations at the end of each period. Actuarial gains and losses are recognized in the period they arise and recorded directly in a specific equity reserve. The cost relating to past employment service is immediately recorded when the benefits have already matured.

The liabilities for post-employment benefits recorded in the balance sheet represent the present value of the liabilities for the defined benefit plans adjusted to take into account any actuarial gains or losses not recorded and costs relating to past employment services not recorded, and reduced by the fair value of the asset plan. Any net assets resulting from this calculation are limited to the value of the actuarial losses not recorded and costs relating to past employment services not recorded, plus the present value of any repayments and reductions in future contributions to the plan.

Other long-term employee benefits

The accounting treatment of the other long-term benefits is similar to those of the plans for post-employment benefits with the exception of the fact that the actuarial gains and losses and costs deriving from past employment services are recognized in the income statement fully in the year in which they arise.

Share-based payments

The Group recognizes additional benefits to employees through equity participation plans. The above-mentioned plans are recognized in accordance with IFRS 2 (Share-based payments). In accordance with IFRS 2, these plans represent a remuneration component of the beneficiaries; therefore, for the equity participation plans, the cost is represented by the fair value of these instruments at the granting date, and recognized in the income statement under “Personnel expense” over the period between the granting date and that of maturity, and in the “IFRS 2 reserve” under equity. Changes subsequent to the granting date in

Consolidated Report and Explanatory Notes at December 31, 2021

123

the fair value do not have an effect on the initial value. At the end of each year the estimate is updated on the number of rights which will mature on maturity. The change in the estimate reduces the amount in the “IFRS 2 reserve” and is recorded under “Personnel expense” in the P&L. At December 31, 2021, the plans that fall into this category are the 2020-2022 General Share Plan and the new 2021-2023 LTI Plan.

Financial income and charges

Interest is recognized in accordance with the effective interest rate method, utilizing therefore the interest rate which is financially equivalent to all the cash inflows and outflows (including premiums, discounts, commissions etc.) which comprise an operation. The Group classifies exchange differences in the operating results, and in particular in the accounts other operating revenues and other operating costs depending on whether the net effect is a gain or loss, with detailed information provided in the Explanatory Notes.

Income taxes

Income taxes for the year represent the sum of current and deferred taxation.

Current income tax

Current income taxes for the year and previous years are recorded for the amount expected to be paid to the fiscal authorities.

The liability for current income taxes is calculated using the current rates at the reporting date in the individual countries where the Group operates.

Deferred taxes

Deferred taxes are the taxes that it is expected to pay or recover on the temporary differences between the carrying value of the assets and of the liabilities in the financial statements and the corresponding fiscal value utilized in the calculation of the assessable income, accounted under the liability method. Deferred tax liabilities are generally recorded on all temporary assessable differences, while deferred tax assets are recorded based on the probability that the future assessable results will permit the use of the temporary deductible differences. These assets and liabilities are not recognized if the temporary differences deriving from the goodwill or the initial recognition (not in business combinations) of other assets or liabilities in operations do not have an impact on the accounting result or on the assessable fiscal result.

The carrying value of deferred tax assets is revised at the end of the year and reduced to the extent that it is no longer likely that there will be sufficient taxable income against which to recover all or part of the assets.

Deferred taxes are calculated based on the fiscal rates that are expected to be in force at the moment of the realization of the asset or the settlement of the liability. Deferred taxes are recognized directly in the income statement with the exception of those relating to accounts directly recognized to equity, in which case the deferred taxes are also recognized to equity.

Deferred tax assets and liabilities are offset when there is a direct right to compensate the tax assets and liabilities and when they refer to income taxes due to the same fiscal authority and the Group intends to pay the amount on a net basis.

Deferred taxes are recognized directly to the income statement with the exception of those relating to accounts directly recognized to equity, in which case the deferred taxes are also recognized to equity.

Consolidated Report and Explanatory Notes at December 31, 2021

124

USE OF ESTIMATES

The preparation of the financial statements and the relative notes in application of IFRS require that management make estimates and assumptions on the values of the assets and liabilities in the financial statements and on the disclosures relating to the assets and contingent liabilities at the reporting date. The estimates and assumptions used are based on past experience and other factors considered relevant. The actual results may differ from such estimates. The estimates and assumptions are reviewed periodically and the effects of any changes are recorded in the income statement in the period of the revision of the estimate, if the revision has effect only on that period, or also in subsequent periods if the revision has effect on the current year and on future years. In this regard, the situation caused by the economic and financial crisis resulted in the need to make assumptions on an outlook characterized by significant uncertainty and for which it is reasonably possible - on the basis of currently available information - that within the following year, results may differ from estimates, requiring even significant adjustments (including to the book value of the relative items).

The accounts principally affected by such uncertainty are:

•CONTRACTUAL REVENUES, ASSETS AND LIABILITIES The processes and procedures for recognizing revenues and measuring contractual assets and liabilities for long-term contracts are based on estimates of the costs and revenues throughout the entire life of projects lasting for more than one year, the pricing of which is impacted significantly by assumptions and estimates made by the directors, particularly with regard to forecasting the costs to complete each project and including an estimate of the risks and of the contract penalties, where applicable, and an assessment of contract changes envisaged or being negotiated and any changes in estimates compared to the previous year.

•PROVISIONS FOR RISKS AND CHARGES: A number of companies of the Group are involved in judicial or administrative proceedings for which allocations are made to provisions, mainly connected with legal and fiscal disputes. The process and procedures for assessing the risks related to these proceedings are based on complex factors that require the directors to make assumptions and estimates, particularly with regard to the assessment of uncertainties connected with the predicted outcome of the proceedings taking account of information obtained from the legal affairs unit and from outside legal counsel. These provisions are estimated through a complex process involving subjective assessments by Company Management.

•IMPAIRMENT OF FINANCIAL ASSETS AND RECEIVABLES: The collectability of receivables and the need to recognize impairment for doubtful accounts is done in accordance with the expected credit loss model. This process requires company management to make complex and/or subjective assumptions. The factors considered in making these assumptions concern, in part, the creditworthiness of the counterparty, where available, the amount and timing of expected future payments, any mechanisms put in place to mitigate credit risk, and any steps taken or planned to collect the receivables.

•FAIR VALUE: The fair-value measurement of financial and non-financial instruments is a structured process involving complex methods and approaches and requires the gathering of up-to-date information from the markets concerned and/or the use of internal inputs. As for the other estimates, fair-value measurements are, even when based on the best information available and on the appropriate measurement methods and techniques, intrinsically characterized by uncertainty and professional opinion and can lead to estimates that differ from the actual figures once they are known.

•IMPAIRMENT OF NON-CURRENT FINANCIAL ASSETS: Non-financial assets are written down when changing circumstances or other events give reason to believe that their book value is no longer recoverable. Events that can result in writing down a non-financial asset are significant, permanent changes in the outlook for the market segment in which the asset is being used. Decisions to write down an asset, and the measurement process, depend on estimates made by company management concerning complex, highly uncertain factors, such as future trends in the market concerned, the impact of inflation, the conditions of global supply and demand, and trends in operations and in the business generally. The write-down of a non-financial asset is measured by comparing the book

Consolidated Report and Explanatory Notes at December 31, 2021

125

value with the recoverable value, which is the greater of the asset’s fair value less disposal costs and its value in use, which is calculated based on the expected cash flows on the use of the asset less disposal costs. This calculation is done at the level of the smallest cash generating unit (CGU) that is amply independent from the cash flows generated by other assets or asset groups and based on which company management measures business profits. The expected cash flows for each CGU are determined based on the most recent budget, business plan, and actual financial reports as prepared by management and approved by the Board of Directors. The business plan includes forecasts prepared by management based on information available at the time in terms of business volumes, operating costs, profit margins, and the industrial, commercial and strategic configuration of the specific CGUs in the specific marketplace. The present value of these cash flows is then calculated based on discount rates that take account of the specific risk of the business segment to which the CGU belongs. The goodwill and other intangible assets with indefinite useful life are not subject to amortization; the recoverability of their carrying amount is verified at least annually and however where events which may suggest an impairment loss arise.

CHANGES IN ACCOUNTING ESTIMATES AND ERRORS

The Group in the selection and application of the accounting policies, in the accounting of the changes in accounting policies and of the changes in accounting estimates and corrections of previous year errors applies IAS 8.

SUBSEQUENT EVENTS AFTER THE REPORTING PERIOD

Subsequent events are events which occur after the reporting date up to the authorized publication date. The date for authorization of publication is considered the approval date by the Board of Directors. Subsequent events may concern events which provide information on the situation existing at the reporting date (adjusting subsequent events) or events arising after the reporting date (non-adjusting subsequent events). For the former, the relative effects are reflected in the financial statements and updated disclosure provided, while for the latter, if significant, adequate disclosure alone is provided in the Explanatory Notes.

Consolidated Report and Explanatory Notes at December 31, 2021

126

27.Notes to the income statement

27.1.Revenues

Revenues from contracts with clients in 2021 amounted to Euro 2,844,069 thousand, an increase of Euro 274,845 thousand on the previous year as follows:

(In Euro thousands)

2021

2020

Revenues from sales and services

479,251

405,959

Changes in contract work-in-progress

2,364,818

2,163,265

Total

2,844,069

2,569,224

Group revenues are essentially related to the execution of multi-year contracts, which call for meeting certain obligations over time based on progress made and on the moment in time when control of the project is transferred to the client. At December 31, 2021, about 71% of the Group’s consolidated revenues came from 13 major contracts which were essentially EPC contracts. Details on the main contracts (i.e. duration, type, and client) are provided in the section “Backlog by Business Unit and Region” – Main Projects Awarded and in course of execution.

Specifically, the change during the year was in part due to the increase in “Revenues from sales and services”. This difference was primarily caused by the increase in the revenues generated by projects concluded during the year compared to the previous year. The account includes also the revenues of MyReplast Industries S.r.l., a plastics mechanical recycling enterprise. The account “change in contract work-in-progress”, used to account for long-term revenues in progress, also rose by Euro 201,553 thousand.

The Maire Tecnimont Group in 2021 reported an increase in production volumes of 8.9% on the previous year, which reflected the effects of the COVID-19 pandemic on production.

Revenues reflect the development of portfolio projects and the uneven performance over time, depending upon the scheduling of the individual works, with ongoing growth thanks to the gradual normalization of projects already in portfolio, impacted by the pandemic over the preceding months, and the initial start-up of new orders.

Group core business revenues derived for around 97% from the “Hydrocarbons” business unit (97.2% in 2020), an increase on the previous year as a percentage of consolidated volumes due to project progress.

The principal projects of the “Hydrocarbons” BU concerned Amur and Amur AGCC, Borouge PP5, Kingisepp 2 and Socar’s Heydar refinery in Baku.

Finally, the “Green Energy” BU represented approx. 3% of revenues (2.8% in 2020), with an increase of approx. Euro 15.2% also following an increase in the operations of the subsidiary NextChem, which in the second half of the previous year and in the initial months of 2021 further stepped up technological development, thanks to the co-operation agreements signed with a number of Italian and overseas counterparties. The increase in revenues is also due to the restart of some activities in energy efficiency services previously slowed down by the impact of the pandemic.

The change in work-in-progress takes into account not only the recognition of contractual amounts agreed upon, but also changes in work orders, not yet approved, incentives and any reserves - claims, for the highly probable amount to be recognized by the buyer and reliably measured. In particular, the calculation of the revenues not yet approved was made based on reasonable expectations through the negotiations in progress with the buyers to recognize the higher costs incurred or disputes in course and therefore by their nature may present a risk (for further details, reference should be made to the “Disputes” section of the Directors’ Report).

Consolidated Report and Explanatory Notes at December 31, 2021

127

At December 31, 2021, the contractual obligations to be fulfilled by the Group (residual backlog) amounted to approx. Euro 9,488.2 million (Euro 6,001,9 million at December 31, 2020); the Group expects to recognize these amounts to revenues in future periods in line with the industrial plan forecasts.

27.2.Other operating revenues

“Other Operating Revenues” in 2021 amounted to Euro 20,713 thousand, down Euro 40,841 thousand on the previous year and relate to:

(In Euro thousands)

2021

2020

Exchange rate differences

1,251

38,695

Prior year income

4,126

2,334

Reversal of doubtful debts provision

1,275

1,928

Release of other risk provisions

72

71

Revenues from material sales

181

175

Contract penalties

638

137

Gains on disposals

217

205

Currency derivative gains

2,221

6,912

Insurance indemnities

1,604

2,979

Other income

9,128

8,118

Total

20,713

61,554

Other operating revenues refer to revenues not directly connected to the Group core business.

“Currency derivative gains”, amounting to Euro 2,221 thousand, concern cash flow hedges on Group contractual commitments, principally hedging payments in foreign currencies impacting the income statement in the year.

“Prior-year income”, in the amount of Euro 4,126 thousand, mainly concerns other revenues not related to contracts;

“Insurance indemnities” of Euro 1,604 thousand refer to income recognized following an insurance payout made in the year;

“Operating exchange differences”, amounting to Euro 1,251 thousand, concerning the net gain between currency gains and losses; the increase follows currency market movements and those on foreign currencies regarding ongoing projects;

The other accounts refer mainly to disposal gains, releases of the doubtful debts provision, miscellaneous reimbursements and reimbursements of tax rebates and other income.

27.3.Business segment information

Maire Tecnimont S.p.A. heads an integrated industrial group providing engineering services and works in the following sectors on the domestic and international markets: Hydrocarbons and Green Energy.

The BU figures are in line with the internal reporting structure utilized by company Top Management and in particular with the reporting used by the highest decision-making level for the taking of business decisions, identified as the chief executive officer (CODM). The features of these sectors are outlined below:

Consolidated Report and Explanatory Notes at December 31, 2021

128

I.“Hydrocarbons” Business Unit - designs and constructs plant, principally for the “natural gas

chain” (involving separation, treatment, liquefaction, transport, storage, regasification and compression and pumping stations); designs and constructs chemical and petrochemical industry plant for the production, in particular, of polyethylene and polypropylene (polyolefin), ethylene oxide, ethylene glycol, purified terephthalic acid ("PTA"), ammonia, urea and fertilizers. Other major activities related to the sulphur recovery process, hydrogen production and high temperature furnaces. It is also engaged in the design and construction of hydro-carbon electric power plant. In the fertilizers sector, the Group grants both proprietary licenses on patented technology and know-how to urea producers and process design packages and sells proprietary fertilizer production equipment.

II.‘Green Energy’ Business Unit , involved in Green Acceleration initiatives managed by NextChem

and its subsidiaries, focused particularly on the circular economy, thanks to an innovative plastics mechanical recycling process and the promotion of recycled chemicals; The Business Unit is also engaged in the “Greening the Brown” (offsetting environmental impacts from the conversion of petrol and gas) and “Green- Green” sectors (developing additives and substitutes to oil for fuels or plastics from renewables). The technologies servicing these initiatives are either part of NextChem's proprietary technology portfolio or are used exclusively through third-party agreements. Finally, the Business Unit also operates in the field of renewable sources (mainly solar and wind power) for large-scale plant and in energy maintenance and upgrading services for large real estate structures, in addition to the management of temporary site facilities by applying particularly effective solutions for environmental protection and energy saving.

The Group assesses the performance of the operating segments based on the segment operating result. Segment revenues are those directly deriving from or attributable to the Segment and from core operations and include revenues from agreements with third parties. Segment costs are charges from segment operations incurred from third parties. For Group operations, amortization, depreciation, provisions for risks, financial income and expense and income taxes are borne by the corporate entity as excluded from operating activities and are presented in the total column.

Segment disclosure is reported in the following tables:

2020 SEGMENT REVENUES AND RESULT:

Revenues

Segment result (EBITDA)

(in Euro thousands)

2021

2020

2021

2020

Hydrocarbons

2,779,161

2,556,469

168,454

173,359

Green Energy

85,621

74,309

5,278

(1,141)

Total

2,864,782

2,630,778

173,732

172,218

Consolidated Report and Explanatory Notes at December 31, 2021

129

2021 SEGMENT INCOME STATEMENT:

(In Euro thousands)

Hydrocarbons

Green Energy

Total

Segment revenues

2,779,161

85,621

2,864,782

Industrial margin (Business Profit)

242,694

13,030

255,724

Segment result (EBITDA)

168,454

5,278

173,732

Amortization, depreciation, write-downs and provisions

(43,773)

EBIT

168,454

5,278

129,959

Financial income/(expenses)

(16,124)

Income before taxes

113,835

Income taxes

(33,364)

Net income/(loss)

80,471

Income (Loss) for the year – Group

83,301

Minority interest net income

(2,830)

2021 SEGMENT INCOME STATEMENT:

(In Euro thousands)

Hydrocarbons

Green Energy

Total

Segment revenues

2,556,469

74,309

2,630,778

Industrial margin (Business Profit)

249,763

1,775

251,538

Segment result (EBITDA)

173,359

(1,141)

172,218

Amortization, depreciation, write-downs and provisions

(48,543)

EBIT

173,359

(1,141)

123,675

Financial income/(expenses)

(44,861)

Income before taxes

78,814

Income taxes

(24,607)

Net income

54,207

Income (Loss) for the year – Group

57,801

Minority interest net income

(3,594)

REGIONAL SEGMENTS:

The regional breakdown of Revenues in 2021 compared to the previous year is illustrated below:

Consolidated Report and Explanatory Notes at December 31, 2021

130

December 2021

December 2020

Change

(in Euro thousands)

Total

%

Total

%

Total

%

Italy

58,595

2.0%

85,181

3.2%

(26,586)

(31.2%)

Overseas

· Europe (EU)

377,708

13.2%

231,039

8.8%

146,669

63.5%

· Europe (non-EU)

1,335,165

46.6%

1,379,218

52.4%

(44,053)

(3.2%)

· Middle East

326,097

11.4%

247,736

9.4%

78,362

31.6%

· The Americas

74,532

2.6%

63,902

2.4%

10,630

16.6%

· Africa

346,392

12.1%

256,075

9.7%

90,317

35.3%

· Asia

346,293

12.1%

367,793

14.0%

(21,500)

(5.8%)

· Other

0

0.0%

(165)

(0.0%)

165

na

Total Consolidated Revenues

2,864,782

2,630,778

234,004

8.9%

The main regional revenue sources were Europe – non-EU (46.6%), which reflects the development of operations in Russia. On the other hand, as can be seen from the table of revenues, there was a recovery in the Middle East and Africa following the launch of new acquisition projects in those areas.

During the year, revenues were recognised from two customers with individual amounts greater than 10% of total revenues, the cumulative value of which was Euro 862 million related to the Hydrocarbons BU.

Consolidated Report and Explanatory Notes at December 31, 2021

131

27.4.Raw materials and consumables

Raw materials and consumables in 2021 amount to Euro 1,024,695 thousand, an increase of Euro 285,773 thousand compared to the previous year.

The breakdown of the account is as follows:

(In Euro thousands)

2021

2020

Raw material purchases

(1,020,889)

(736,671)

Consumables

(3,203)

(1,770)

Fuel

(603)

(481)

Total

(1,024,695)

(738,922)

In particular, “Raw material purchase” in 2021 increased Euro 284,218 thousand due to an increase in purchases during the year related, above all, to orders acquired in 2020 for which issuance of the primary equipment orders has been completed and the production and goods shipment stages are now underway. Also in 2021, we saw a generalized restart of operations and procurements that had previously slowed due to the pandemic.

"Consumables" and "Fuels" were affected by increased requests for various materials, materials for office equipment, and the use of fuels following a general recovery in consumption after the slowdown linked to the pandemic that in 2020 had in fact impacted all activities.

27.5.Service costs

Service costs in 2021 amounted to Euro 1,172,509 thousand, a decrease of Euro 109,347 thousand on the previous year. The breakdown of the account is as follows:

Consolidated Report and Explanatory Notes at December 31, 2021

132

(In Euro thousands)

2021

2020

Sub-contractors

(842,379)

(923,377)

Turnkey design

(144,555)

(136,729)

Cost recharges

(2,367)

(7,706)

Utilities

(9,555)

(8,529)

Transport Costs

(37,296)

(46,312)

Maintenance

(10,665)

(7,763)

Consultants and related services

(36,473)

(35,772)

Increase in internal work capitalized

24,051

15,537

Bank expenses and sureties

(38,398)

(42,334)

Selling & advertising costs

(10,406)

(9,998)

Accessory personnel costs

(27,249)

(29,907)

Post & telephone and similar

(462)

(517)

Insurance

(13,501)

(10,300)

Other

(23,254)

(38,148)

Total

(1,172,509)

(1,281,856)

The general movement in “service costs” reflects the development of projects in portfolio and their uneven performance over time, which depends on the scheduling of the individual works for various activities. In particular, in 2021 on-site operations resumed and in particular the construction previously slowed due to the pandemic for the projects already in portfolio, although at the same time the main EPC orders from previous years reached a near completion stage - not yet fully offset by the order intake which is still in the initial phases and for which the issue of the main equipment and material orders is in progress, with the initial construction phases set to start over the coming months.

“Sub-contractors” reported the largest decrease compared to the previous year (Euro 80,998 thousand), mainly due to construction phase sub-contract costs, which reduced due to the factors outlined above.

“Turnkey design” reports however an increase related to the initial research and design phase of the main newly acquired orders.

"Transport costs" decreased compared to the previous year, despite the restart of operations and the new contracts acquired, only in the coming quarters an intense phase of shipment of raw materials and materials to sites is expected.

”Accessory personnel costs”, which mainly include costs for business travel, decreased further on the previous year. This was mainly a consequence of a structural change to the traditional means of providing high-quality services, made possible by an operating strategy designed to improve remote working methods and the virtualization of core processes, despite the restart of operations and the loosened restrictions on travel.

“Bank expenses and sureties” include the costs for the services provided by banks and other financial companies other than true and proper financial charges and commissions and accessory expenses to loans which are included under financial charges; the account therefore principally comprises costs for guarantees provided in the interests of the Group operating companies in relation to commitments undertaken for the execution of their core operations.

“Other” costs were also down, and principally relate to non-capitalized IT costs, application package maintenance expenses, various services incurred by other consolidated companies, various site and general costs and emoluments to corporate boards.

Consolidated Report and Explanatory Notes at December 31, 2021

133

All the other costs are substantially in line or reduced compared with the previous year.

27.6.Personnel expense

Personnel expense in 2021 amounts to Euro 427,528 thousand, an increase of Euro 58,644 thousand compared to the previous year.

The breakdown of the account is as follows:

(In Euro thousands)

2021

2020

Wages and salaries

(323,485)

(279,383)

Social security charges

(77,686)

(68,185)

Post-employment benefits

(17,042)

(14,341)

Other costs

(9,315)

(6,975)

Total

(427,528)

(368,884)

The increase in personnel expense is therefore the result of both a higher average headcount compared to the previous year, and a resumption of remuneration policies during 2021 essentially suspended in the previous year as part of the cost containment program approved in response to the emergency arising from COVID-19. The details of the factors are outlined below.