Index No. 25538 Folder No. 11257 MINUTES OF MEETING ITALIAN REPUBLIC On the 19th (nineteenth) day of January 2017 (two thousand and seventeen. In Genoa, at the offices of the "Fondazione Ansaldo - Gruppo Finmeccanica”, Villa Cattaneo dell'Olmo, Corso Ferdinando Maria Perrone number one hundred and eighteen, at eight minutes past eleven. Before me, PAOLO TORRENTE, a notary in Genoa, listed in the register of the United Notarial Districts of Genoa and Chiava- ri, the following person appeared - Alberto de Benedictis, born in Rome (RM) on the 17th (seven- teenth) of May 1952 (nineteen fiftytwo), domiciled for the purpose at Via Mantovani 3-5, Genoa. The said person, the personal identity of whom I, the notary, am certain, stated that he was acting in his capacity as Vice Chairman of the Board of Directors of the company "ANSALDO STS S.P.A.” (hereinafter also referred to as the “Company”(with headquarters at Via Mantovani 3-5,Genoa, registered capital €100,000,000.00, fully paid up and divided into 200,000,000 shares of a nominal value of €0.50 each, tax identification number and registration number at the Genoa register of compa- nies 01371160662, a company under the management and coordina- tion of Hitachi Ltd, and stated preliminarily that the ordinary shareholders' meeting of the said company had been convened at this place at eleven o’clock to discuss the agenda set out hereunder. The Vice Chairman firstly extended a cordial welcome to all participants, also on behalf of his colleagues on the Board of Directors, the Board of Statutory Auditors and Company person- nel. The Vice Chairman, hereinafter for convenience referred to as the Chairman, declared that he was chairing the meeting as Vice Chairman of the Board of Directors of the Company in question, pursuant to Article 14.1 of the Articles of Associa- tion, given the absence of the Chairman of the Board of Direc- tors Mr Alistair John Dormer, and called on me, the notary, to draw up the minutes as an authenticated document of the meet- ing and asked those present whether anyone was in disagree- ment. There being no expressions of disagreement, the Chairman con- firmed my mandate to act as secretary to the present meeting and to draw up the minutes as an authenticated document. The Chairman informed the meeting that the company, with the technical support of the company Chorus Call Italia S.r.l., has provided a service for the simultaneous Italian to English translation of the meeting's business. An interpreter will also provide a translation of any contributions in English. The Chairman informed the meeting that the following are pre- sent: - on behalf of the Board of Directors, in addition to the Vice Chairman himself, the Chief Executive Officer Andrew Thomas Barr and the directors Rosa Cipriotti, Giuseppe Bivona, Mario Garraffo and Fabio Labruna; - on behalf of the Board of Statutory Auditors, the Chairman -1- Giacinto Sarubbi and the acting auditors Maria Enrica Spinardi and Renato Righetti. The Chairman informed the meeting that the Chairman of the Board of Directors Alistair John Dormer and the directors Katharine Rosalind Painter and Katherine Jane Mingay had sent apologies for their justified absences. The Secretary of the Board, Mr Francesco Gianni was in attend- ance. The Chairman noted that the meeting was being conducted in ac- cordance with applicable legislation, the Articles of Associa- tion and the procedural rules approved by the ordinary share- holders’ meeting. The Chairman also noted that the ordinary shareholders’ meet- ing was duly convened at this place for the day of 19 January 2017 in a single convocation at 11 o'clock, as provided by law and the Articles of Association, by means of a notice of meet- ing published on 19 December 2016 on the company website, on the storage mechanism www.emarketstorage.com and in abridged form in “Il Sole 24 ore” newspaper, and was announced by press release, with the following Agenda 1. Resignation of the auditing company KPMG S.p.A. and award of a new mandate for statutory audit. The Chairman announced that, pursuant to and within the terms of Article 126-bis of Legislative Decree No. 58/98 (hereinaf- ter the Consolidated Law on Finance), no draft resolutions were submitted on items on the agenda, but on 29 December 2016 the shareholder Hitachi Rail Italy Investments S.r.l., in its capacity as a shareholder in the company with a holding of 50.772% of the registered capital, submitted a request for an addition to the agenda in order to insert a further item: “Li- ability action against the Director Mr Giuseppe Bivona pursu- ant to Article 2393 of the Italian Civil Code - resolutions pertaining thereto and resulting therefrom”. Accordingly, the notice of meeting was supplemented and an- nounced to the public on 4 January 2017 by the methods indi- cated above for the notice of meeting and the supplemented no- tice was published in “Il Sole 24 Ore” with the following agenda: 1. Resignation of the auditing company KPMG S.p.A. and award of a new mandate for statutory audit. 2. Liability action against the Director Mr Giuseppe Bivona pursuant to Article 2393 of the Italian Civil Code - resolu- tions pertaining thereto and resulting therefrom. The Chairman stated that the company was not aware of the ex- istence of any shareholders' agreements between its own share- holders. The Chairman recalled that on 3 February 2015, by deed authen- ticated by the notary Andrea Fusaro of Genoa - notarial index number 40736/22942, the Association of Shareholders in Ansaldo STS S.p.A. was established pursuant to Article 141 of Legisla- tive Decree No. 58 of 1998, as indicated in the communication received by the company on 24 March 2015. The Chairman stated that as 174 entitled persons, representing 169,580,479 shares or 84.79% of the 200,000,000 ordinary shares that make up the registered capital, were present ei- ther in person or by proxy, the meeting was validly convened in a single convocation as provided by law and the Articles of -2- Association and therefore may discuss and pass resolutions on the following items on the agenda. The Chairman reserved the right to announce updated infor- mation on attendance before each vote. The Chairman informed the meeting that the communications of intermediaries for the purposes of the participation in this meeting of entitled persons were made to the issuer by the methods and under the terms established by the relevant legis- lation. The Chairman also stated that: - as indicated in the notice of meeting, the company had ap- pointed the trustee company Spafid S.p.A. as the designated representative for the granting of proxies and the relevant voting instructions pursuant to Article 135-undecies of Legis- lative Decree number 58 of 24 February 1998 (hereinafter the Consolidated Law on Finance) and has made the form for the granting of proxies available at the company offices and on its website; - according to the communication received from the designated representative, no proxies were forwarded to the said repre- sentative within the legally established term by those holding voting rights. The Chairman also stated that no applications had been made pursuant to Article 136 et seq. of the Consolidated Law on Fi- nance for proxy votes at this meeting. The Chairman informed the meeting that questions had been sub- mitted to the company prior to today's meeting and that the company had given the relevant replies in paper form. These were made available to participants at the commencement of the meeting and therefore, pursuant to Article 127-ter of the Con- solidated Law on Finance, they are deemed to have been given at the meeting. The Chairman also informed the meeting that prior to today's meeting, further information on the items on the agenda was posted in the Q&A section of the company website and distrib- uted to participants, solely for the purposes of facilitating shareholders’ understanding of certain matters that occurred up to the date of the meeting. The Chairman informed the meeting that pursuant to Articles 12.1, 13.1 and 13.3 of the Articles of Association, Article 5 of the procedural rules for shareholders’ meetings, and to ap- plicable legislation, the entitlement to attend and voting rights of those present, and in particular the validity ac- cording to law and the Articles of Association of proxies, had been verified. The Chairman also informed the meeting that pursuant to Legis- lative Decree number 196/2003 (the Personal Data Protection Code), the data of participants at the meeting would be col- lected and processed by the company exclusively for the pur- poses of fulfilling mandatory obligations of the company and the shareholders’ meeting. Similarly, an audio recording of the shareholders’ meeting would be made solely for the purposes of facilitating the preparation of the minutes of the meeting and of verifying what is transcribed in the minutes, as specified in the policy statement pursuant to Article 13 of the aforesaid Legislative Decree which was distributed to all participants. He also informed the meeting that the said recording will not -3- be communicated or disclosed and all data, together with all audio recordings, would be kept at company headquarters, to- gether with the documents produced during the meeting. He reminded the meeting that pursuant to Article 6 of the pro- cedural rules for shareholders’ meetings, no recording instru- ments of any kind, photographic equipment, video cameras, re- corders or similar devices could be brought into the meeting venue without the Chairman's specific authorisation.