With reference to the mandatory tender offer (the "Offer") for no. 119,868,919 ordinary shares (“Share” or “Shares”) of Ansaldo STS S.p.A. (the “Issuer” or “Ansaldo”), launched by Hitachi Rail Italy Investments S.r.l. (the “Offeror”), for a consideration of Euro 9.50 for each Share, please note the following.

The Offer is directed, on a non-discriminatory basis and on equal terms, to all holders of the Shares and is promoted in Italy (pursuant to Articles 102 and 106-bis of the Italian Legislative Decree no. 58 of 24 February 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) and in any case in accordance with the requirements of Italian law.

The Offer 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 fulfillments by the Offeror (collectively, 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 financial intermediaries in Other Countries, nor in any other manner. 

Copy of the Offer Document, or part of it, as well as copy of any subsequent document that the Offeror will draft in relation to the Offer, 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 Offer deriving from solicitation activities in breach of the limitations described above will not be accepted. 

The Offer Document, and any document that the Offeror may issue in relation to the Offer, 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 Offer 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 Offer to comply with those legal provisions and, therefore, before tendering in the Offer, to verify their existence and applicability, consulting with their own consultants.

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

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

The Offer 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 offer period, the Offeror will distribute the Offer Document as required by applicable law, and shareholders of Ansaldo should review such document carefully. 

The Offer 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 Offer 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.


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.

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