Sodali & Co Transactions

DISCLAIMER

PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO THE ACCESS TO THIS SECTION OF THE WEBSITE

With reference to the procedure for the fulfilment of the obligation to purchase pursuant to Article 108, paragraph 2, of Legislative Decree No. 58 of February 24, 1998 (the "Procedure") all of theordinary shares (“Share” or “Shares”) of Ansaldo STS S.p.A. (the “Issuer” or “Ansaldo”) by Hitachi Rail Italy Investments S.r.l. (“HRII”), please note the following.

The Procedure is directed, on a non-discriminatory basis and on equal terms, to all holders of the Shares and is promoted in Italy (pursuant to Article 108, paragraph 2,of the Italian Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented) and in the United States of America (pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act 1934, pursuant to the exemptions provided by Rule 14d-1(d) under the U.S. Securities Exchange Act 1934) and in any case in accordance with the requirements of Italian law.

The Procedure has not and shall not be promoted or distributed in Canada, Japan and Australia, and in any other country where such distribution is not permitted without authorization from the competent authorities or other requirements to be complied with by HRII (collectively, together with Canada, Japan and Australia,the “Other Countries”), nor by using communication means or national or international business of the Other Countries (including, for instance, the postal network, fax, telex, electronic mail, telephone and internet), nor any structure of any intermediaries in Other Countries, nor in any other manner. 

Copy of the Information Document, or part of it, as well as copy of any subsequent document that HRII will issue in relation to the Procedure, are not and shall not be sent, nor in any other way communicated to, or however distributed, directly or indirectly, into the Other Countries. Whoever in the Other Countries will receive such documents shall not distribute, send or mail them (neither through the postal service nor by virtue of any other means or communication means or business) to the Other Countries. 

Possible subscriptions to the Procedure deriving from solicitation activities in breach of the limitations described above will not be accepted. 

The Information Document, and any document that HRII may issue in relation to the Procedure, does not constitute and shall not be interpreted as an offer of financial instruments directed at parties that reside in the Other Countries. None of the financial instruments shall be offered or purchased in the Other Countries without a specific authorization in compliance with the domestic applicable laws of those countries or providing for derogation to such legal provisions. 

The subscription to the Procedure by entities or persons that are resident in the Other Countries may be subject to specific obligations or restrictions provided by law provisions or regulations. It is the exclusive responsibility of the beneficiaries of the Procedure to comply with those legal provisions and, therefore, before tendering in the Procedure, to verify their existence and applicability, consulting with their own consultants.

Anyone who wishes to enter this section of the website, read the Information Document and the other documents published therein, must carefully read and fully acknowledge this notice.

In making the decision whether or not to subscribe to the Procedure, shareholders of Ansaldo must rely on their examination of the Procedure, including the merits and risks involved.

Notice to U.S. resident shareholders of Ansaldo STS S.p.A.

The Procedure referred to in this notice and in any document published on the Ansaldo website will regard the Shares of Ansaldo, an Italian company whose shares are listed exclusively on the Electronic Stock Market (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A., and is subject to Italian disclosure and procedural requirements, which are different from those of the United States of America. 

This notice is neither an offer to purchase nor a solicitation to sell Shares of Ansaldo. Prior to the beginning of the period for the submission of sale requests, HRII will distribute the Information Document as required by applicable law, and shareholders of Ansaldo should review such document carefully. 

The Procedure is being promoted in the United States of America pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act 1934, subject to the exemptions provided by Rule 14d-1(d) under the U.S. Securities Exchange Act 1934, and otherwise in accordance with the requirements of Italian law. Accordingly, the Procedure is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and laws.

NEITHER THE SEC NOR ANY SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES OF AMERICA HAS (A) APPROVED OR DISAPPROVED THE PROCEDURE; (B) PASSED UPON THE MERITS OR FAIRNESS OF THE PROCEDURE; OR (C) PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE INFORMATION DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES OF AMERICA.

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By selecting the "key" "ACCEPT" you represent and warrant that currently you are not in the Other Countries, that you are not resident in the Other Countries, and that you have read, understood and agreed to and comply with all the above limitations.