Main transactions

Main transacrions during the period and events subsequent to 31 december 2009

On 1 January 2009 the merger by incorporation of Ansaldo Trasporti – Sistemi Ferroviari SpA (ATSF) and Ansaldo Segnalamento Ferroviario SpA (ASF) into Ansaldo STS SpA. The merger was achieved by cancelling all the shares making up the share capital of ATSF and ASF with no share capital increase from the merging company Ansaldo STS, as they are wholly-owned companies of Ansaldo STS. The goal pursued with the merger is the rationalization of the operating activities performed by the Group in Italy by concentrating in one single company, the simplification of the current chain of control over the subsidiaries and the decrease of the costs associated with the group's company structure.

At the same time the cross-border merger by incorporation of the Dutch subsidiary Ansaldo Signal N.V. (ASNV) in liquidation, into Ansaldo STS was completed. The merger had civil-law, accounting and tax effects from 1 October 2009.

This transaction was completed in compliance with Directive 2005/56/EC regarding cross-border merger operations of limited liability companies, implemented in Italy by Legislative Decree no. 108/2008 and, in the Netherlands, by Legislative deed no. 260/261 of 27 June 2008 and, residually, by the relevant national regulations. The proposed merger project was approved on 5 May 2009 by the Board of Directors of ASNV and on 6 May 2009 by the Board of Directors of Ansaldo STS. Later, on 24 April 2009 the Board of Directors of Ansaldo STS approved the transaction. The merger was achieved by cancelling all the shares making up the share capital of ASNV and with no share capital increase of the merging company Ansaldo STS, as it is a wholly-owned company of Ansaldo STS. In this case as well the purpose of the merger is the simplification of the current chain of control of Ansaldo STS, reducing costs and duplicates connected with middle subholding companies in the Group’s corporate structure companies, as ASNV was. This merger is also consistent with Ansaldo STS’s role and business strengthening process.

In March 2009 Ansaldo STS, through the subsidiary Ansaldo STS Malaysia Sdn Bhd, acquired 40% of the share capital of Balfour Beatty Ansaldo Systems Jv Sdn Bhd, a company organised under the laws of Malaysia with the purpose of performing the contract for the supply and operation of signalling, telecommunications and electrification systems on the new railway line linking Ipoh to Padang Besar in North Malaysia. Under the shareholders’ agreements in force, Ansaldo STS Malaysia Sdn Bhd and Balfour Beatty Rail Sdn Bhd (holding the remaining 60% of the share capital of Balfour Beatty Ansaldo Systems Jv Sdn Bhd) have 50% of votes each at Shareholders’ and Board of Directors’ meetings.

Starting from 1 August 2009 Alberto Milvio is the Chief Financial Officer of the Company, replacing Jean Paul Giani, who has another relevant office in the Finmeccanica Group. With the same date of efficacy Alberto Milvio was also appointed as the executive in charge of the preparation of the corporate accounting documents of Ansaldo STS, under Article 154-bis of the Finance Code.

On 27 November 2009 the Chinese company Ansaldo Railway System Technical Service (Beijing) Ltd changed its company name into Ansaldo Railway System Trading (Beijing) Ltd.

On 28 December 2009, following the authorisation of the Board of Directors passed on 4 November 2009, Ansaldo STS Sistemas de Transporte e Sinalização Limitada was incorporated, a 99.99% subsidiary of Ansaldo STS SpA also held by Ansaldo STS USA International Co. (0.01%).