Astaldi SpA : ASTALDI: EXERCISE OF OVER-ALLOTMENT OPTION

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY , IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR
AUSTRALIA OR TO RESIDENT S THEREOF OR IN
ANY OTHER JURISDICTION
IN WHICH SUCH DISTRIBUTION OR AN Y OFFER
OR SALE
WOULD BE PROHIBITED BY APPLICABLE LAW.

PRESS RELEASE

Rome, 28 January 2013 - In relation to the issue by Astaldi S.p.A. (the "Issuer") of equity-linked bonds

reserved for Italian and/or foreign qualified investors, announced on 24 January 20 13, Astaldi announces
that today the over-allotment opti
n granted to the Joint Bookrunners has been exe rcised in full.
As a consequence, the total issue size of the transaction is increased from Euro 1 15 million to Euro 130 million.
The transaction is expected to be settled with the issue of the equity-linked bon ds and payment of the subscription price on 31 January 2013.
Banca IMI, BNP Paribas and The Royal Bank of Scotland plc acted as Joint Book runners and Joint Lead
Managers for the placement of the Bonds.
Chiomenti Studio Legale advised the Issuer as to matters of Italian law, Clifford Chance Studio Legale
Associato advised the Joint Bookrunners as to matters of English and Italian law.

Astaldi Group is the leading General Contractor in Italy whose activities include the design, construction and management of public infrastructures and major civil engineering works, mainly in t he segments of transport infrastructure, energy production plants, civil and industrial engineering and plant build ing. Listed on the Italian Stock Exchange since 2002, it is on the 89th position in the list of the Top Global Co ntractors. It ended 2011 financial year with an order backlog of more than EUR 10 billion and a turnover of EUR 2.4 billion, an EBITDA of EUR 259 million, an EBIT of EUR 201 million, and a net profit of EUR 71 million; the n et debt of 20 1 financial year is of an amount of EUR 479,7 million, net of treasury shares.

Currently Astaldi Group works in 6 regions worldwide, including Italy, Middle Europe (Poland, Romania, Russia) and Turkey, Middle East (Saudi Arabia, Oman), Maghreb (Algeria), Latin America (Venezuela, Peru, Chile, Central America) and North America (Canada, USA).

Head of External Relations and Investor Relations a.onorati@astaldi.com

www.astaldi.com

IMPORTANT NOTICE:

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE WITHIN THE U.S., AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSONS AS THAT TERM IS DEFINED IN THE U.S. SECURITIES LAWS, EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. THIS DOCUMENT MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE SECURITIES IS BEING MADE IN THE UNITED STATES.
THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO, WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE CONDUCTED SUBJECT TO CONTRACT.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY BANCA IMI S.P.A., BNP PARIBAS AND THE ROYAL BANK OF SCOTLAND PLC ("THE JOINT BOOKRUNNERS") OR BY ANY OF THEIR RESPECTIVE OFFICERS OR AGENTS OR AFFILIATES AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS DOCUMENT, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY EXPRESSLY DISCLAIMED.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE BONDS
COPIES OF THIS DOCUMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING OR DISTRIBUTION WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS RECEIVING THIS DOCUMENT (INCLUDING CUSTODIANS,
NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING OR DISTRIBUTION WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS.
THIS DOCUMENT IS ONLY ADDRESSED TO AND DIRECTED, IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS"). EACH PERSON WHO RECEIVES THIS DOCUMENT WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A "QUALIFIED INVESTOR" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.
UNITED KINGDOM
IN ADDITION, IN THE UNITED KINGDOM, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.
ITALY
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC IN ITALY OF FINANCIAL PRODUCTS AS DEFINED UNDER ARTICLE 1, PARAGRAPH 1, LETTER (T) OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE "ITALIAN FINANCIAL ACT").
AS THE SECURITIES WILL BE ISSUED IN A MINIMUM DENOMINATION OF €100,000 AND WILL NOT BE LISTED ON AN ITALIAN REGULATED MARKET, NO DOCUMENTS OR
MATERIALS RELATING TO THE SECURITIES HAVE BEEN OR WILL BE SUBMITTED TO THE
CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA ("CONSOB").
THE OFFER OF THE SECURITIES WILL BE CARRIED OUT IN THE REPUBLIC OF ITALY AS AN EXEMPTED OFFER PURSUANT TO ARTICLE 100 OF THE ITALIAN FINANCIAL ACT AND ARTICLE 34-TER, PARAGRAPH 1 OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED.

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