Annual Report

Bilancio Consolidato

2013

RIVA FORNI ELETTRICI

Ricordo di Emilio Riva

Relazione sulla gestione

Bilancio consolidato

Nota illustrativa

Relazione della Società di Revisionee del Collegio Sindacale

In memory of Emilio Riva

Business Report

Consolidated financial statements

Notes to Consolidated financial statements

Auditors’report

Indice Contents

Profilo del Gruppo

I dati significativi

Group Profile

Highlights

7

9

79

39

47

13

Carica cesta rottame in forno - Stabilimento di Siviglia / Steel scrap basket charged into the furnace - Sevilla Plant

3

Laminati a caldo

VergellaTondo cemento armato

Barre

Laminati a freddo

Rete elettrosaldataFilo trafi lato

Trafi latiPelati

Rettifi cati

Semiprodotti(da colata continua)

BlumiBillette

Hot rolled products

Wire rodConcrete reinforcing barsBars

Cold rolled products

Welded meshDrawn wireDrawn productsPeeled barsGround bars

Semiproducts(continuous casting)

BloomsBillets

I principali prodotti Main products

Trefileries de FontaineL’Eveque

BetonstahlLampertheim

Riva Acciaio

RIVA FORNI ELETTRICI

Holding

Thy Marcinelle

Gruppo RIVA FORNI ELETTRICI - al 31.12.2013

RIVA FORNI ELETTRICI Group - as at 31.12.2013

100%

Holding

Centre Coord. Sid.

MuzzanaTrasporti

10%

90%

87,56%ImmobiliareSiderurgica

Riva Energia75%

25%

SiderurgicaSevillana100%

A.S.I.100%

Parsider100%

Riva Aciér100%

Acor100%

SAM98,13% 1,87%

Iton Seine100%

SAM Montereau100%

Alpa100%

99,12%

100%

Riva Stahl

H.E.S.

B.E.S.

75%

94%

94%

100%

25%

6%

100%100%

90%

12,44%

10%

6%

0,88%

- 3 -

In memory of Emilio Riva

While the fi rst consolidated fi nancial statements of the Riva Forni Elettrici Group was being closed, on 29th April 2014 Emilio Riva, the founder in 1954 of the fi rst company from which the current group sprung off, passed away.Without wanting to give to rhetoric, one cannot therefore avoid recalling here Eng. Riva, whose professional commitment and whose business foresight played a decisive role in the growth and development of one of the main Italian, European and worldwide steel groups.

Emilio Riva was born on 21 June 1926 in Milan, and began his entrepreneurial career building in 1954, along with his brother Adriano, at the age of 28, Riva&C - a company that marketed iron scrap destined to the steelworks in the Brescia area.

Three years later he had built in Caronno Pertusella in the province of Varese the fi rst steel plant, with an electric furnace, where, in 1964, he installed - fi rst worldwide - the “Danieli” continuous casting machine which still today represents a vital technology for all production sites of the world, and that, in 2001, granted Emilio Riva, the Degree Honoris Causa in mechanical engineering at the Polytechnic University of Milan.

From that “continuous casting”, and from that furnace, the unstoppable success adventure of Emilio Riva begun and growth of the Group that will become, in a few decades, one of the fi rst ten leading producers of the fi eld world, and whose expansion stages may be summarized in: acquisition of Acciaierie del Tanaro, in the Cuneo area (1966); acquisition of S.E.E.I in the Brescia area (1970); entering the Siderurgica Sevillana in Spain (1971); in Iton Seine in France (1976).

Until the mid ‘70, the Group also managed a steel plant in Addis Ababa and other verticalization installations of steel products in Ethiopia, activities that fostered the economic development of the African nation and that made Emilio Riva gain the commendations of the then emperor Hailé Selassié. In 1981 Offi cine e Fonderie Galtarossa of Verona were purchased.

Emilio Riva was then a pioneer and a great protagonist (as well trailblazer) of the privatisation era of the European steel industry of the ‘80, a heavily advocated process at the time, by Viscount Étienne Davignon that, as European Commissioner for industrial affairs, promoted a drastic restructuring of the steel system on the Old Continent, a system that suffered a crisis that seemed irreversible at the time.

Struck by a heavy economic crisis, as well as subject to competitive distortion of the market, infl uenced by the dominant public control, the European steel industry found the way to recovery, thanks to the “Davignon remedy”. The privatizations represented, in that sense, the main lever, but the process was not simple and linear, in as much as, being impossible to fi nd within their own country appropriate subjects to support and manage the privatisation program - different Governments,

- 4 -

from the French, to the Belgian and the German - had to resort to foreign companies and entrepreneurs.

Emilio Riva was the fi rst of these entrepreneurs: in just a little more than a decade he carried out, through the acquisition of the control, the privatisation of ALPA - Aciéries et Laminoirs de Paris (France), of THY Marcinelle – Charleroi (Belgium) and of Brandenburger Elektrostahlwerke and Hennigsdorfer Elektrostahlwerke, creating a real model and - as we would say today - a reference “benchmark” for all the subsequent European privatization operations.

This allowed Emilio Riva to collect many honors and international awards, from the Grand Cross of Merit conferred on him by the King of Belgium in 2000 to that conferred by the president of the Federal Republic of Germany in 2002, the French Legion of Honor in 2005, and that led Étienne Davignon to declare that if “the steel industry is not an industry as the others, the Riva Group is not a steel group as the others [ … ]” and to defi ne Emilio Riva and his family as the real “prophets of a dynamic and optimistic vision of the private company”.

Mr. Riva was a pioneer also in Italy: in 1988, in fact, becoming majority shareholder in the company Acciaierie di Cornigliano, with minority shares granted to Ilva (former Italsider), gave life to the fi rst joint venture with public participation.

The acquisition of Acciaieria di Cornigliano was, in fact, the fi rst “privatization” of a full cycle factory, and it required massive interventions at the business management level to solve a critical economic situation.

The production of the Riva Group broadened the range of products, extending to slabs (semi-fi nished products for rolling into fl at products).

In April of 1995, the Riva Group purchased from IRI the company Ilva Laminati Piani, where many of the companies controlled by Ilva had been merged, with manufacturing plants in Taranto, Novi Ligure, Genova-Cornigliano and Turin.

The operation involved numerous interventions, and then large investments, in the renovation of the different plants and to improve their effi ciency and their environmental sustainability, for technological innovations.

In Taranto alone, the Group invested, from 1995 to 2011, 4.5 billion euros (more than the total profi ts of the entire Group in the same years), of which more than 1.2 billion for environmental actions, for the conversion and enhancement of the site, otherwise destined to an inexorable decline.The result was that, in just 12 years, the Group could increase by ten times the value of the investment, making the Puglia plant become one of the largest European production centers for steel, vital for many sectors of the national industry, fi rst of all the automotive sector.

- 5 -

From Taranto started the judicial matter that marked the last years of the life of Emilio Riva, rightly proud to have “always opened and bought factories and never closed one”, and deeply touched not just the heart of the steel group but the entire Italian steel sector, considering that Ilva (and businesses associated with it) is the largest production pole of the country, and unique for quality and size, to be able to compete with the international giants in the fi eld.

Emilio Riva has gone with the regret of not being able to defend itself against allegations he was challenged with, but, as he confi ded to the people close to him, even with the certainty that justice would have followed its own course, returning to him and the Group the full good reputation.

All those who have had the luck and privilege to work side by side with Emilio Riva and to grow professionally under his guidance will not have to wait the timings of justice: because for them this good repute has never failed.

Relazione sulla gestione

Business report

Parco billette - Stabilimento di Siviglia / Billets storage yard - Sevilla Plant

- 9 -

The Riva Forni Elettrici Group (hereinafter also “RFE Group”) operates in the steel industry and other related activities, and specifi cally in the fi eld of “long products”.

The Group has begun to operate, with legal effect as of 1st January 2013, following the partial demerger carried out by Riva Fire S.p.A.

This demerger was carried out with the aim of:- proceeding to the separation of activities relating to the production

and marketing of “long products” from those activities relating to the production and marketing of “fl at products”;

- giving the Recipient Company (RFE) all the Group components relating to the fi eld of “long products”, separating - at the same time - the corporate structures relating to the “fl at products” fi eld.

From the industrial point of view, the “demerger” was based on the following assumptions:- the fi eld of activity related to “long products” has substantially different

characteristics from those that distinguish the “fl at products”, both in terms of production process and characteristics of the fi nished products, and in terms of resources for research and development;

- the separation of “fl at products” from “long products”, in the context of the current general economic environment and competitive industry, allows each sector to optimize choices, as well as possible synergies achievable as a result of acquisitions and/or agreements with industrial, commercial and fi nancial partners (the development for outside paths and the partnership may in fact be accomplished more simply whenever autonomous and separated areas are present, with distinct control structures).

The “demerger” was therefore aimed at:- creating two groups working in different sectors; - allowing each sector to pursue the best strategic choices, even in

terms of acquisitions and alliances;- expanding the opportunities for growth of each sector;- developing the independence and effectiveness, as well as the

potential on the individual reference markets.

For a fuller discussion of the demerger operation described above and its legal and accounting aspects, please refer to what is reported in the “Demerger project” and in the documents attached to it.From an operational point of view, the steel business for “long products” is therefore represented:- by Riva Acciaio S.p.A;- by the subsidiaries belonging to the Company of Luxembourg law

Stahlbeteiligungen Holding S.A., operating - mainly – on the EU markets, in addition to other more modest investments in some of the activities complementary to the “Demerger” ones.

At the end of the demerger process shown above in its strategic and

Group Profi le

- 10 -

operational features, Riva Forni Elettrici S.p.A. holds the branch of the company relating to the production and marketing of long products, consisting mainly of companies operating in Italy (Riva Acciaio), Germany (Riva Stahl and subsidiaries), France (Riva Acier and subsidiaries), and in Belgium (Thy Marcinelle), Spain (Siderurgica Sevillana) and Canada (ASI).

It should be remembered that the fi rst year post demerger of the RFE Group was infl uenced by some judicial events, moreover developed in conjunction with an already diffi cult economic situation of the reference market, particularly the Italian one, that profoundly affected the trend and management of the parent company Riva Forni Elettrici S.p.A. and some of its subsidiaries (especially Riva Acciaio S.p.A and Muzzana Trasporti S.r.l.).

These events were inspired by the seizure of money, credit balances of current accounts, reports and/or fi nancial availability of any type, shareholdings, immovable and movable property, plant, machinery, industrial and commercial equipment, etc. , arranged by the judiciary of Taranto, in May 2013, towards Ilva s.p.a., and its holding company Riva Fire s.p.a. within the scope of the investigation called “Ambiente svenduto – Downsold environment”, and subsequently extended (22-23 May 2013) to RFE and, then (9 September 2013), against all subsidiaries to the latter, including Riva Acciaio.

Compliance with these measures, which subjected all the assets and properties of these companies under a constraint of unavailability, and determined the block of the operation of the centralized treasury service of the RFE Group, generating injurious effects also on subsidiaries - thus led to the forced block of every business activities of all RFE subsidiaries.

RFE and its subsidiaries timely contested the abovementioned measures, but only on 20 December 2013 the Court of Cassation fi nally cancelled without adjournment the contested order, declaring the measure as abnormal and illegitimate, and thus disposing the cessation of the precautionary measure and the refund of all assets to the claimants (while the operative part of the said decision was notifi ed to the companies involved on 27 December 2013 by the Guardia di Finanza).

This meant that for at least four months, from September to December 2013, the RFE Group suffered a total forced inactivity.

The effects of the mentioned seizures are still being defi ned; the involved companies have reserved to promote suitable legal actions in the appropriate courts, assuming that the various seizures have produced harmful effects related, by way of example but not limitation:

- to block the bank current accounts and seizure of the deposited amounts;- in the increase of interest rates charged by lenders and factoring

companies (greater compared to a normal industrial management activity);

- 11 -

- the inability to access new credit lines;- the impossibility, in particular considering the seizure of inventories

of products on Riva Acciaio S.p.A., of shipping any material that had already been ordered and ready to be shipped, with negative impacts in customer relations and with inevitable repercussions also on the customers’ customers;

- the change in the payment terms from suppliers, getting, in some cases, to the request for advance payment before delivery of the goods;

- the withdrawal of loans, from credit insurance companies, to the suppliers of the Group, with the effect of considerably reduced supplies if compared to the standard ones;

- the production block of Italian plants of the Group, with inevitable consequences on the social partners involved that also led to a loss of competitiveness, market and customers.

- the undertaking of considerable disbursements linked to the activities of lawyers called to defend the Group.

- 12 -

The corporate organization chart of the Group as of 31 December 2013 is presented in the fl yer above. The production and processing facilities and sales branches of the Group, on the same date, are located as follows:

Countries Production and processing facilities

Italy 7

France 7

Germany 3

Belgium 2

Spain 1

Canada 1

———

21

=====

In 2013 the RFE Group reached a consolidated turnover of Euro 3,695 million, with a steel production of 7.6 million tons and with the use of 5,066 employees.

The comparative data for the year 2012 have not been included in consideration of the fact that the Riva Forni Elettrici Group was established only in 2013 as a result of the demerger operation, the characteristics of which have been described above; in addition, being an operation of “business combinations involving entities or businesses under common control”, the above demerger operation is excluded from the scope of IFRS 3 and IFRIC 17.

I dati signifi cativi

Highlights

Treno sbozzatore laminazione 1 - Stabilimento di Siviglia / Roughing rolling mill no.1 - Sevilla Plant

6,1

10,8

6,3

11,9

2013

6,4

12,2

Quote • (%) (Stime • )

Acciaio •

Laminati lunghi a caldo •

Quote produttive del Gruppo sul totale europeo U.E.

Group Production shares over total Europe E.U.

2012

2011

2013

2012

2011

2013

2011 2012Shares

Long hot-rolled products

Crude steel

(U.E. a 28)

(E.U - 28)

18

16

14

12

10

8

6

4

2

0

Estimates

RIVA FORNI ELETTRICI S.p.A. Milano

USA eCanada

I siti produttivi e di trasformazioneProduction and transformation plantsItalia • Italy

Riva Acciaio - Annone Brianza (LC)Riva Acciaio - Caronno Pertusella (VA)Riva Acciaio - Cerveno (BS)Riva Acciaio - Lesegno (CN)Riva Acciaio - Malegno (BS)Riva Acciaio - Sellero (BS)Riva Acciaio - Verona

Acor - Creil (F)Acor - Vauvert (F)Acor - St. Just St. Rambert (F)Alpa - Gargenville (F)ASI - Montreal (CAN)BES - Brandenburg (D)HES - Hennigsdorf (D)Iton Seine - Bonnieres Sur Seine (F)Riva Stahl - Lampertheim (D)SAM - Neuves Maisons (F)SAM - Montereau (F)Siderurgica Sevillana - Siviglia (E)Trefi leries de Fontaine l’Eveque - Fontaine l’Eveque (B)Thy Marcinelle - Charleroi (B)Betonstahl Lampertheim - Lampertheim (D)

Estero • Foreign

Società CommercialiTrading Companies

Riva Acciaio - Milano (I)Riva Aciér - Creil (F)Riva Stahl - Hennigsdorf (D)Siderurgica Sevillana - Siviglia (E)Thy Marcinelle - Charleroi (B)

Estero • Foreign

- 17 -

Highlights(In million euros)

Operating resultsNet sales 3,694.5Operating margin (45.5)Net income (loss) (60.3)

Capital StructureGroup equity 1,104.9Long-term debt -Net Financial Position (254.3)Property, plant and equipment 734.3

Other key fi guresCash fl ow from operations 134.1Depreciation and amortization 134.8Net fi nancial income/ (loss) (13.6)Capital expenditures 84.4

Key Statistics

Employees at year end n. 5,076

Tons produced (in thousands):- Crude steel t. 7,591- Wire rod t. 4,204- Concrete reinforcing bars t. 2,101- Bars, hot-rolled billets t. 913

Sales per employee (in thousands of Euros) 729

2013

Migliaia di tonnellateThousands of Tons

10000

9000

8000

7000

6000

5000

4000

3000

2000

1000

0

Steel and rolled production • 1996 - 2013

La produzione d’acciaio e di laminati • 1996 - 2013

Produzione di laminati a caldoRolled products

Produzione d’acciaioSteel production

2013

2012

2011

2010

2006

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2008

2007

2009

- 19 -

During 2013, the world economy expanded by 3.0% (IMF estimates) compared to a growth of 3.3% in 2012. The largest contribution to the growth came from the emerging economies that, while slowing compared to 2012, have generally grown at a rate of 4.7%.

To support the economies of emerging countries was substantially the growth in the demand of advanced economies and in China. However, the domestic demand remains weak, and given the decrease in external investment and the uncertainties on the political level, we expect a stabilization of the growth, particularly in Russia and Brazil.

In China, the economy has grown at a rate of 7.7%, with a signifi cant acceleration in the second half of the year, mainly due to an acceleration in investment.

The acceleration of the economy in India is mainly due to a season thankfully spared by the violence of monsoons, and an increase in exports. The adoption of new input on new investments should lead to a strengthening of growth.

In developed countries, that overall recorded a growth of 1.3%, the dominant traits were the uncertainty and mistrust that meant postponements of the spending decisions by households and businesses. The growth rate of these economies has been slowed down by the datum of the Euro Area that, after a slow fi rst quarter marks a decline for three consecutive quarters and closes the year with a -0.4%.

An adverse effect on the economic performance of the area was produced by a multiplicity of factors such as the reduction of fi nancial leverage, the consolidation of public fi nances and the persistent diffi culties faced by the building sector and the high levels of unemployment.

The growth is expected to strengthen to +1% in 2014, and +1.4% in 2015.

The starting point for growth will generally be more modest in European countries that have faced various degrees of fi nancial hardship (Greece, Spain, Cyprus, Italy and Portugal), where the increase in exports would help to support the growth, while the high debt, both private and public, and the fi nancial fragmentation will continue to restrain domestic demand.In the United States Gross domestic product grew by 1.9%. Economic growth is expected to be equal to 2.8% in 2014. This acceleration is due partly to a less restrictive fi scal policy, as a consequence of the recent budget agreement.

The Japanese economy, fi nally, grew over 2013 at a rate of 1.7% and should slow down gradually over the next two years.

The internationalsteel industry

- 20 -

The year 2013 closes with a new record for the world production that, with 1,607 million tonnes, overcome by approx. 3.9% the previous peak of 2012 (Worldsteel data).

The growth came primarily from Asia, Middle East and Africa, while the production of steel in all other regions declined in 2013 compared to 2012.

The annual production of Asia, with about 1,059 million tonnes of steel, improves by 6.0% on the previous year’s results. The continent’s share increased slightly, from 64.6% in 2012 to 65.9% in 2013. The steel production in China has marked a new record in 2013 with 779 million tonnes and an increase of 7.5% compared to 2012. China, in 2013, produced little more than half of the world steel, with an increase in the production share from 46.9% in 2012 to 50.4% in 2013.

Japan produced approximately 111 million tonnes in 2013, with an increase of 3.2% from 2012, while South Korea experienced a contraction to about 66 million tonnes (-4.4%).

A reduction affected also the CIS countries (-1.9%), with a drop of Russia (-1.5%) and Ukraine (-0.5%) due to the decrease in demand from major markets.

A decrease also for South America and North America (decrease of -0.8% and -1.9% respectively). Brazil produced about 34 million tonnes in 2013, a decrease of 1% compared to 2012, while the United States produced approximately 87million tonnes (-1.9% compared to 2012).

In contrast, Africa and the Middle East will improve by 5.8% reaching approximately 42 million tonnes, pulled by Iran (about 15 million tonnes, +6.6%) and Egypt (about 7 million tonnes, +1.9%), while Turkey slows down (about 35 million tons, -3.3%).

The EU has registered a decrease of -1.8% compared to 2012, with a production of about 166 million tonnes in 2013. Germany produced about 43 million tonnes of steel in 2013, with a production level close to that of 2012.

Italy showed a signifi cant decrease (11.7%), with a production of about 24 million tonnes, while the French and Spanish productions remain substantially stationary on the levels of 2012, with increments of 0.5% and 0.7% respectively.

Only exception is the United Kingdom that consolidates a growth of 23.8%, reaching approximately 12 million tonnes and becoming the 5th main European producer.

The ranking of the leading producers of the last two years shows how Italy underwent the greatest contraction (-3.2 million tons), followed by South

Steel market

- 21 -

Korea (-3.1 million tonnes) and the United States (-1.7 million tonnes). Otherwise, the largest increases affected China (+54.3 million tonnes), India (+ 3.9 million tonnes) and Japan (+3.4 million tonnes).

The average utilization of capacity in 2013 was 78.1%, slightly higher than in 2012 (76.2%).

Consumption of fi nished products

The latest data currently available (Worldsteel source) indicate a worldwide consumption of fi nished products of 1,481 million tonnes, with an overall increase of 3.6% compared to 2012, after 1.9% in the previous year.

Following Worldsteel a contained grow is expected, equal to 3% in EU28 in 2014 and 2015.

As regards the individual countries, all will enjoy a positive rate between 1% (Austria, France, Netherlands, United Kingdom) and 7% (Finland).

For the Italian market, growth rates are expected around 2.6% (2014) and 4.1% (2015).

Very positive trend of the North African market, with a growth of 7% for 2014 (Morocco, Algeria, Egypt).

Turkey also benefi ts from a favorable economic situation and highlights a growth rate of 4%.

- 22 -

In 2013, the Italian economy shrank by 1.8%.

The GDP, which is supported by exports and variation in stocks, interrupted its fall only in the third quarter of 2013.

The industrial activity, which had been decreasing almost without interruption since summer 2011, increased again over the last months of last year. Based on the surveys and the evolution of the industrial production, the growth of the product would have been just positive in the fourth quarter, with a fragile recovery in the Euro Area. The confi dence indicators of companies still improved in December, setting on the levels observed at the beginning of 2011.

The corrective manoeuvres of public fi nance set a weight on fi nancial recovery and continued to have an adverse effect on consumption and investment.

The economic picture looks very different depending on the categories of businesses and their geographical location. To improve the prospects of the larger industrial companies and those more oriented toward foreign markets, opposes a still unfavourable picture for the smaller companies, for those in the services sector.

Despite early signs of stabilization of employment, the labour market conditions remained diffi cult. The rate of unemployment, which normally follows with some delay the evolution of the economic cycle, was over 12% in 2013. As a result, household consumption over the year fell by 3.0%.

In the third quarter of 2013 the decline in households consumption attenuated; but the same consumption is still however, hampered by the weakness of disposable income, and of the diffi cult conditions of the labour market. In the fourth quarter the recovery in confi dence that had been running since the beginning of 2013 was interrupted. In the latter part of the year there were signs of stabilization of household expenditure.

Gross fi xed investment decreased by 5.2% (compared to 8.2% in 2012); the decline in investment in construction was higher than 5%, while the investments in machinery and equipment are about 1% lower.

Positive was the contribution to GDP growth provided by net foreign demand. The balance of current part of the balance of payments returned positive in 2013; the surplus is expected to increase again, even in the presence of an increase in the number of imports led by the expected gradual strengthening of the economic activity. The improvement of the balance between the 2010 and 2013 was not affected only by the decline in imports induced by the recession, but also by an increase in exports.

Exports rose by 0.5% (estimated), a rate similar to that of 2012, while imports rose sharply, after a decline lasted ten consecutive quarters.

The Italian steel industryEconomic framework

- 23 -

In 2013, the production of steel in Italy was equal to about 24 million tonnes, a decrease of 11.7% on 2012 and 24% in comparison with the pre-crisis peak of 2006.

The cyclic production profi le reports a slight reversal of the trend at the beginning of 2014.

Long products, who continue to be penalized by the decline in the construction industry, undergo a new recession. In 2013, the production of long-rolled products, equal to 11.4 million tonnes, decreased by 3.1% compared to 2012.

The concrete reinforcing bars (in decline on average by 7%), is the most penalized product; the wire rod loses 2.7%, after having already slipped the previous year, while the production of bars concludes the year with a slight increase (+0.6%).

The apparent consumption of steel products in 2013 was equal to about 22 million tonnes, an increase of 0.4% compared to 2012.

In 2013, long products, with approximately 9.0 million tonnes, recorded a decline of 5.8%, almost determined by the fall of concrete reinforcing bars (1.6 million tonnes, -27%) which, with respect to the peak of 2006, loses over 65%.

The activities of national companies marked a slowdown in 2013 (production of about 24 million tonnes, -11,4%, while imports increased by 12.4% to reach 15.6 million tonnes, with an emphasis on European ones (8.8 million tonnes, +9.2%) on the extra-European ones(6.9 million tonnes, of +16.5%).

In addition to the fl exing of national demand, can be added the foreign demand one, with exports, which fell by 7.4% on an annual basis, driven by decline both of the extra-European (5.3 million tonnes, -6.4%) and European (11.4 million tonnes, -7.9%) ones.

The cyclic profi le of market components signals a further weakening of national demand, with an increase in the gap between supply and demand.

The year 2013 was a very diffi cult year for the Italian steel industry. The projections on the Italian economy for the two following years published by the Banca d’Italia confi rm the turning point of the activity that took place at the end of 2013. In 2014 there would be a moderate recovery in economic activity: after a reduction by 1.8 percent in 2013, the GDP would grow 0.6% this year and 1.1% in 2015. This would result in a contained growth in apparent steel consumption of +2.6% in 2014, and +4.1% in 2015 (real consumption respectively of +0.2% and +3.8%).

Italian steel market

- 24 -

The Riva Forni Elettrici Group

Secondary placesof business

The total number of legal entities that are part of the Group is 27. For a complete detail of the consolidation area, see Appendix 1.

None of the companies of the RFE Group has established branches.

The turnover of the RFE Group was Euro 3,695 million. In detail, the turnover per Country of origin is the following (in millions of Euro):

Countries 2013

Italy 742

Germany 1,185

France 1,077

Belgium 361

Spain 327

Canada 3

----------

3.695

=======

Sales of steel products made by the Italian companies represent about 20% of the entire turnover, while the remaining 80% of the total has been achieved by the European subsidiaries. Marginal is the turnover achieved by non-EU companies.

The Sales

- 25 -

In 2013 the Group produced 7.6 million tons of steel with a prevalence (82%) of the production in the EU countries. The total production of the Group was maintained over the last year, as it can also be seen from the data reported in the following table (in thousands of tons):

Countries 2013 2012 + (-)

Italy 1,346 1,557 (211)

France 2,563 2,577 (14)

Germany 2,156 2,209 (53)

Belgium 808 713 95

Spain 718 703 15

---------- ---------- ----------

7,591 7,759 (168)

======= ======= =======

The decrease in production was largely due to the subsidiary Riva Acciaio S.p.A., in relation to the abovementioned events which involved it over the year 2013.

In terms of production quotas on the total of the EU, in 2013 the Riva Forni Elettrici Group essentially confi rms its presence both in the production of crude steel and in the fi eld of long rolled which operates in. A summary of the shares at European level, drawn up on the basis of data estimates available at present, is shown in the following table:

Market share of the RFE Group in Europe (EU 28) 2013 2012 2011

Raw steel 6.4% 6.3% 6.1%

Long-rolled products 12.2% 11.9% 10.8%

The Production

- 26 -

The consolidated income statement can be summarized as follows (in millions of Euro):

2013 %

Net sales 3,695 100.0%

Operating margin (45) (1.2%)

Net fi nancial loss (14) (0.4%)

Net income (loss) before minority interest (60) (1.6%)

Net income (loss) (60) (1.6%)

The economic results of the fi nancial year 2013 have been affected in particular:- by the diffi cult economic situation in the global economy, which also

refl ected on the steel sector;- by the achievement of positive margins in some geographical areas and

negative in others;- by the consolidation of production quotas in the sector the Group operates in.

The balance of the fi nancial management is analyzed below (in thousands of Euro):

2013

Interest expense on debetures -

Interest expense and fi nancial charges 14,055

Discounting charges 894

Foreign exchange losses 349

------------

Total fi nancial expenses 15,298

------------

Interest income and other fi nancial income 120

Income from investments in associates, net 276

Foreign exchange gains 1,299

------------

Total fi nancial income 1,695

------------

Net fi nancial loss (13,603)

========

The result of the fi nancial management suffers from a remarked worsening of conditions on funding applied by the credit institutions, given the continuing diffi cult economic situation.

The result of operations

- 27 -

The cash fl ow generated from operations was Euro 134 million, thus represented (in millions of Euro):

2013

Income (loss) before minority interests (60)

Depreciation and amortization 135

Changes in provisions 59

------------

Operating Cash fl ow 134

========

The net fi nancial position can be summarized below (in millions of Euro):

2013

Cash and cash equivalents 122,596

Bank overdrafts (298,240)

Short-term fi nancing (78,655)

------------

Bank overdrafts, net (254,299)

------------

Long-term debt -

------------

Net fi nancial indebtedness (254,299)

------------

Net fi nancial position (254,299)

========

Cash fl ow

- 28 -

The improvement in the net fi nancial position was mainly due to the cash generated from operations for the year; the main changes occurred over the year are highlighted in the consolidated fi nancial statements (Note 1) of which the following is a summary (in millions of Euro):

2013

Cash and cash equivalents (bank overdrafts)

at the beginning of the year, net (275)

------------

Cash fl ows provided by operating activities 127

Cash fl ows used in investing activities (105)

Cash fl ows used in fi nancing activities (1)

------------

Increase in cash and cash equivalents, net 21

------------

Bank overdrafts at the end of the year, net (254)

========

Profi tability indicators

2013

ROI (operating margin/ (operating invested capital - operating liabilities)) (5.19)%

Net ROE (net result/ shareholders’ equity) (5.46)%

ROS (operating margin/ sales) (2.08)%

Solvency Indicators

2013

Working capital (Current assets – Current Liabilities) 368

Current Ratio (Current Assets/ Current Liabilities) 1.33

Operating working capital (Trade and other receivables +

Cash and cash equivalents) – (Current Liabilities) (288)

Cash Ratio (Trade and other receivables + Cash and cash

equivalents)/ (Current Liabilities) 0.74

Main Indicators

- 29 -

Loan structure indicators

2013

Debt-to-Equity Ratio 1.05(Long-term Liabilities + Current Liabilities)/ Group Equity

Leverage Ratio 0.34(Financial Liabilities/ Group Equity)

The number of employees as of December 31, 2013 was 5,076 units, against 5,015 of the previous year. Employees working at foreign units were 3,634 , those working within Italian companies 1,442 . Comparative data (excluding the employees of non-consolidated minority shareholdings) are as follows:

Average headcount December 31 headcount

Countries 2013 2012 + (-) 2013 2012 + (-)

Italy 1,426 1,387 39 1,442 1,377 65

France 1,380 1,384 (4) 1,378 1,397 (19)

Germany 1,521 1,521 0 1,531 1,513 18

Belgium 350 347 3 350 339 11

Spain 357 365 (8) 344 359 (15)

Canada 32 31 1 31 30 1

------------ ------------ ------------ ------------ ------------ ------------

5,066 5,035 31 5,076 5,015 61

======== ======== ======== ======== ======== ========

There have been no cases of employees registered in the company’s register subject to death or any serious work accidents that may have resulted, in the year under review, in the assessment of defi nitive corporate responsibility or any claim for work-related illnesses for which the companies of the Group may have been declared defi nitively responsible under criminal law.

Personnel

- 30 -

As already mentioned, the Riva Forni Elettrici Group works in the fi eld of long rolled products and is organized by geographical areas the Group operates in: Italy, Germany, France, Spain and Belgium.

In Italy, Riva Acciaio S.p.A. carries out its production and business activities at the plants in Caronno Pertusella (VA), Lesegno (CN), Verona (VR), Cerveno (BS), Sellero (BS), Malegno (BS) and Annone Brianza (LC).

In France, the main production companies are Iton Seine S.A.S., Acieries et Laminoirs de Paris S.A.S., Société des Aciers d’Armature pour le Beton - SAM S.A.S., SAM Montereau S.A.S. and Aciers de Construction Rationalisés - Acor S.A.S., while the purchase of the raw material and supply of semi-fi nished and fi nished products is carried out from the shore Riva Acier S.a. At the level of general coordination is Parsider S. a.

In Germany, with an organization similar to that present in France, the productive activity is carried out by the companies HES – Hennigsdorfer Elektrostahlwerke GmbH, BES – Brandenburger Elektrostahlwerke GmbH and the newly established Betonstahl Lampertheim Gmbh, while the marketing activities are carried out by Riva Stahl GmbH.

In Belgium operate Thy Marcinelle and Tréfi leries de Fontaine L’Eveque: the fi rst manufactures and sells its products directly, entrusting the transformation services to the second; Centre de Coordination Siderurgique is also present and deals with the management of cash fl ow for the non-Italian companies of the group.

In Spain Siderurgica Sevillana is present while in Canada the ASI activity consists in the selection of iron scrap.

The relationship between the companies within the scope of the present consolidated fi nancial statements refl ect both commercial and fi nancial operations and transactions and are regulated under normal market conditions.

As regards specifi cally to the Parent Company, it has carried out for some subsidiaries, primarily administrative and fi nancial services.

Production and commercial structure

- 31 -

Investments in property, plant and equipment made in 2013 amounted to Euro 84 million (106 million last year).

Ongoing is in any case the investment plan aimed at modernizing and strengthening of the production set of the Group. As in previous years, the plant activity was focused in the attainment of improving the qualitative aspects of the products, in the containment of production costs, the improvement of safety conditions and in the consolidation of the production set in the context of preserving and improving environmental factors.

Research and Development activities primarily relate to the activities, at the Lesegno (CN) plant of Riva Acciaio, of the experimental laboratory and the system for the simulation of steel processes, which enables to implement the R&D activities at the service of all the Group plants.

These processes are simulated through a number of tools including:

- Gleeble 3800, which is able to recreate, on specially formed specimens, the manufacturing cycle of the steel, starting from the continuous casting, passing through the rolling to get to all the types of subsequent treatments (hot moldings, annealings, welding etc.) performed on the product. Simulations can be either on long products and on the fl at products.

- Experimental melting furnace, that allows to provide experimental casting tests to test new products and/or optimize existing ones without having to use industrial castings.

- Laboratory cold rolling mill, which allows to prepare raw rolling pieces intended to the continuous annealing tests in the Gleeble simulator.

In this sense process and product metallurgists, technologists, quality control managers can take advantage of the opportunities offered by the laboratory itself, within the various types of application (simulation of continuous casting, dilatometry and determination of the “ttt” and “cct” curves, simulation of the thermal treatments, simulation of hot rolling, study of hot deformation, workability of the steel, welds).

All charges resulting from this R&D activity were fully entered in the consolidated income statement, with the exception of the assets subject to the amortization process.

Capital expenditures

Research and development

- 32 -

The year was characterized by the formation and completion of the systems for the containment of air pollution, in implementation of current regulations.There have been no cases where the companies of the Group have been declared defi nitively guilty on matters such as environmental damage, nor penalties were imposed or fi nal judgments under the criminal law for environmental offenses.

During 2013, the national plants have operated under the following permissions:- Caronno Pertusella plant: Autorizzazione Integrata Ambientale

(Integrated Environmental Authorization) (AIA) N. 7379 of 05/07/2007 and following update N. 3662, issued by the Province of Varese, and currently in the process of renewal/review;

- Lesegno plant: Autorizzazione Integrata Ambientale (AIA) N. 687 of 11.26.2013, issued by the province of Cuneo;

- Verona plant: Autorizzazione Integrata Ambientale (AIA) No 1364/13 of 03.20.2013, issued by the Province of Verona;

- Sellero plant: Autorizzazione Integrata Ambientale (AIA) N. 3012 of 03.20.2006 issued by the Province of Brescia and currently undergoing a renewal/review;

- Cerveno plant: Autorizzazione Integrata Ambientale (AIA) NO 641 of 01.30.2007 issued by the Province of Brescia and currently under renewal/review;

- Malegno plant: specifi c authorization to discharge water, issued by the Province of Brescia. The plat required the Province of Brescia the Autorizzazione Unica Ambientale (Unique Environmental Authorisation) (AUA) that is being examined.

- Annone Brianza plant: specifi c authorization for emissions to the atmosphere, issued by the Province of Lecco. The plant required the Province of Lecco the Autorizzazione Unica Ambientale (AUA) that is being examined.

The Caronno plant, during 2013, submitted a request for a non-substantial modifi cation for the replacement of the existing natural cooler used in the fumes abatement system from electric arc furnace (EAF).

The Lesegno plant, over 2013, submitted a request for a non-substantial modifi cation relative to the installation of a metering system of activated carbons for the containment of dioxins in the fumes produced by the steelworks.

All plants, managed under the Autorizzazione Integrata Ambientale (AIA), have complied with the deadlines required by the Piano di Monitoraggio e Controllo (Monitoring and Control Plan) (PMC) of the Authorizing Act. The results obtained always complied with the limits.

During 2013 the plants continued to maintain the appropriate certifi cations relating to the aspects of quality, environment and safety UNI EN ISO 9001, ISO 14001 and OHSAS 18001, issued by the appropriate certifi cation bodies (IGQ, TUV, LLOYD).

Environmental and ecological matters

- 33 -

As regards the water requirement of the plants, it is satisfi ed by special wells and/or pumping wells from superfi cial watercourses.

As regards the scrap/waste originated from the production process, it should be noted that the same were always sent for disposal or recovery to authorized facilities.

Regarding the foreign plants, the situation is as follows:- France: all of the plants are managed following specifi c Prefectural

authority authorizations, the permissions are for an indefi nite period of time.

- Belgium: the plants are managed with specifi c permissions with deadline 02.03.2030 for Thy Marcinelle and 03.11.2014 for Tref. de Fontaine l’Eveque.

- Spain: the plant is managed with proper authorization which expires in 2018.

- Germany: the plants of Brandenburg and Hennigsdorf hold the specifi c permissions for an indefi nite period of time, the plant of Lampertheim for the specifi c machining tasks and in relation to the German legislation does not require particular permissions.

Compliance with the EU legislation on chemicals, Regulation 1907/2006 REACH and of related European regulations (fi rst of all the CLP regulation n. 1272/2008, that reached the third adaptation to scientifi c and technical progress), is ensured by a transverse structure which sees the integrated involvement of professionals with specifi c expertise in the administrative, technical-scientifi c and legal fi eld, operating both at central level and in production units of the Group.

The safety of chemicals produced and used in production processes is the subject of careful monitoring, together with the prevention of any criticality in the vital processes of supply, manufacture and marketing of steel products.

During 2013, activities were carried out to consolidate within the corporate practice the application of new regulations, especially in the case of the obligations deriving from the role of “downstream user” of substances and mixes thereof. The project - started in 2011 - to monitor the entry of dangerous substances and those showing particular problems - “SVHCS”- provides for the construction of a central unifi ed archive with shared management and the widespread dissemination of the information contained in the Safety Data Sheets. These procedures improve in this way, the control of the safety profi le of substances used in the processes and in working locations already from the fi rst supply stages.

REACH Regulation

- 34 -

Riva Acciaio adheres to the Reach Consortium using the related technical-scientifi c facility, in particular as regards the evaluation of the registration dossier by the ECHA Agency and the need to update the records.

With reference to the CO2 market and the Emission Trading System (ETS), please note the following subjects of interest:

- ETS for 2013 – 2020: as of 2013 emission titles for the III stage of EU ETS for the thermo-electric sector will no longer be allocated by National Allocation Plans but through auctions.

The auctions and market will be organised in compliance with harmonised EU level criteria established in the application Regulations of the new ETS Directive.

The Commission has announced an early auction of EUA permits for 120 million tons of CO2 in 2012. It has also announced that 1.4 billion tons equivalent in emission permits will be reduced from the total auction quotas to mitigate the effect of the economic crisis (drop in emissions) and market length of stage II.

This should contribute to the effectiveness of the plan in transferring price signals to the market for investments in decarbonisation measures.

- ETS Registers: on June 17, 2011 EU Government representatives ratifi ed the EU Regulations introducing further security measures to protect ETS register operations following hacker attacks and their forced closure in January 2011.

Even with the possibility to use trusted accounts and measures to protect operators against theft of access credentials, the Regulation still has provisions for keeping the serial number of titles purchased anonymous.

Said measure exposes credits to be returned in compliance with the measure in which the list of fraudulent EUAs can be updated at any time to risk; possibly making credits bought on the market “in good faith” unusable.

- Clean Development Mechanism (CDM) Market: EU Governments have adopted, at the Commission’s proposal, the European Decision, which bans credits (CER) generated by CDM projects on industrial gases (HFC-23 and N2O) as of May 1, 2013. Furthermore, during the Environmental Council of June 21, 16 EU governments (Germany, UK, France, Austria, Belgium, Estonia, Greece, Sweden, Slovenia, Czech Republic, Malta, Bulgaria, Latvia, Luxembourg and Slovakia but not

Emission Trading

- 35 -

Italy) signed the Danish Government declaration; so, also within the ”Effort Sharing” framework, they will not use HFC credits in the third ETS period.

- CO2 Expenses: the Riva Forni Elettrici Group has been assigned, for systems involved in the various plants, emission permits in line with the effective needs. Therefore, in the fi nancial statement being illustrated, there was no need to set aside expenses to purchase the permits needed.

During the year, the companies of the Group have not carried out operations for the purchase or sale of shares.

With regard to the management of risk exposures, with particular reference to fi nancial risks, also within the meaning of art. 2428, paragraph 2, number 6 bis, of Italian civil code , the main risk categories the Group is exposed to, are listed below:

Risks related to the sectors the Group operates in - The results of the Group are infl uenced by the evolution of the prices of the steel market and the effects that this trend has on the achieved margins; in addition, for a proper management of the production cycle and of the trade fl ows, the Group presents stocks of raw materials and end products; the level of these stocks is subject to fl uctuations in the steel market. These risk factors are closely linked to the very nature of the business and are constantly monitored.

Credit Risk - The maximum theoretical exposure to credit risk is represented by the book value of the fi nancial activities described in the fi nancial statements. Outstanding loans at the end of the year are essentially towards diversifi ed customers and the Exchequer. There are no signifi cant amount expired balances.

Liquidity Risk - The liquidity risk can manifest itself with the inability to fi nd the fi nancial resources necessary for the operation. The companies of the Group are included in the system of centralised management of the Group’s treasury department, therefore the liquidity risks to which they are subject are closely related to those affecting the Group as a whole. The two main factors that determine the liquidity situation of the Group are, on the one hand, the resources generated or absorbed by operational and investment activities, on the other hand, the characteristics of expiry and renewal of debt or liquidity of fi nancial assets and market conditions.

Company risk management

- 36 -

The Group has adopted a series of processes designed to optimize the management of fi nancial resources, reducing the liquidity risk:

- centralized management of fl ows of cash receipts and payments (cash pooling) in the various Countries in which it operates;

- maintaining an adequate level of liquidity available;- diversifi cation of the tools for the retrieval of fi nancial resources and

continuing and active presence on the capital market;- obtaining appropriate credit lines; - monitoring of the liquidity conditions in relation to the process of

business planning.

To date there are ongoing contacts with the various banks to obtain further funding lines, in addition to those related to discount invoices currently already available. These lines, in addition to the funds generated from operating and funding activities, will allow to meet the needs arising from the investment activities, working capital management and repayment of debts before their natural expiry.

Foreign exchange risk - No credit or debt positions, or fi nancial derivatives particularly exposed to the exchange risk are outstanding.

Interest rate risk - The Group covers its fi nancial needs both through the treasury centralised management system with autonomous fi nancing operations in the markets. The function of centralised treasury is currently restricted to the foreign companies while those in Italy, mainly Riva Acciaio S.p.A., have or are getting equipped with autonomous lines. It is reported that the Group, based on the procedures adopted by the Board of Directors, may only utilise fi nancial derivatives having hedging purposes, being the trading and/or speculative activities excluded.

Other risks on fi nancial derivatives - On the closing date of the fi nancial year, the Group does not carry out any other transaction in fi nancial derivatives.

Risks associated with the demerger of Riva Fire - RFE has begun to operate as a result of the demerger of Riva Fire S.p.A., carried out with legal effect as of 1st January 2013, within the context of a broader plan above the group of companies of which the latter was the head. As the result of the division, RFE and Riva Fire S.p.A. operated in a fully autonomous and separate way, each within its own sphere of expertise. Although the two companies are entirely separate entities both under the functional and technical-operational profi le, as far as from the legal point of view, from the mid-2013, these were involved together by legal events inherent ILVA S.p.A. described above. In particular, RFE, as recipient of the division, was involved in criminal proceedings at the Court of Taranto n. R.G.G.I.P. 5488/2010, R.G.P.M. 938/2010 within which the Under the framework of which the Public prosecutor required the prosecution of all natural and legal persons involved. In this context, the Preliminary Investigation Magistrate of Taranto, on May 22-24, 2013, ordered the

- 37 -

arranged the prejudgment garnishment aimed at the confi scation of all assets of RFE.

As a result of the actions proposed by the parties regarding the precautionary measure, the seizure in question was fi nally cancelled without referral from the Court of Cassation on 20th December 2013 which showed multiple profi les of illegality. Riva Fire S.p.A., is also part of further civil, criminal and administrative litigation proceedings, pending or threatened, that derive their origin from events which occurred prior to 1st January 2013 (effective demerger date of Riva Fire in favour of RFE). Some of these proceedings against Riva Fire S.p.A. represent potential (and currently latent) sources of liability also of RFE. In fact, the fi nancial responsibility of Riva Fire for facts prior to the date of effectiveness of the demerger, could, at least as mere hypothesis, have a negative impact also on RFE in virtue of the rules of the law in relation to demerger.

RFE, moreover, within the limits of the assets assigned to it, is responsible, notwithstanding, for the debts of the demerged party, prior to the demerging itself, which should remain unpaid.

- 38 -

In the light of the above considerations, and of the data gathered in the early months of the current fi nancial year, it is reasonable to assume that 2014 can achieve decidedly improving results compared to those of 2013, especially when one considers the possibility, for the businesses operating in Italy, to return to production levels in line with those of 2012; criticalities remain however evident in some of the countries the RFE Group operates in and these aspects that could adversely affect the margins of the Group.

In the fi rst quarter the following results were achieved:

2014 2013

Turnover (in million Euros) 976 919

Tonnes of steel produced (in thousands) 2,162 2,007

Milan, 3rd June 2014

Business outlook

Bilancio consolidato

Consolidated fi nancial statements

Formazione e legatura automatica fasci prodotto fi nito - Stabilimento di Siviglia / Automatic bundling of the fi nal product - Sevilla Plant

Spagna • 8,9%

Spain • 8.9%

Belgio • 9,8%

Belgium • 9.8%

Canada • 0,1%

Canada • 0.1%

Francia • 29,2%

France • 29.2%

Italia • 20,1%

Italy • 20.1%

Spagna • 9,46%

Spain • 9.46%

Belgio • 10,65%

Belgium • 10.65%

Francia • 33,76%

France • 33.76%

Germania • 28,40%

Germany • 28.40%

Italia • 17,73%

Italy • 17.73%

Fatturato per Paese

Sales by Country

Produzione d’acciaio per Paese

Steel Production by Country

Germania • 32,1%

Germany • 32.1%

- 41 -

Consolidated income statement for the fi nancial year endedon December 31, 2013 - (Note 1)(In thousands of Euros)

Value of production (Note 20) 3,722,455 Net sales 3,694,569

Change in inventories of work-in-progress, semi-fi nished goods and fi nished products (31,736)

Other revenues 59,622

Production costs (Note 21) 3,767,953 Raw, ancillary and consumable materials 3,004,538

Service costs 292,706

Payroll costs 275,318

Depreciation, amortization and other provisions 167,120

Other operating expenses 28,271

---------------

Operating margin (45,498) ---------------

Financial charges, net (Note 22) (13,879)

Income from investments, net 276

---------------

Income (loss) before taxes (59,101) ---------------

Income taxes (Note 23) (1,198)

---------------

Income (loss) before minority interests (60,299) ==========

Minority interests 6

---------------

Result of the year (60,293) ==========

Earnings per share (Note 12 - expressed in Euro) (2.86)

2013

The accompanying notes are an integral part of these consolidated fi nancial statements.

- 42 -

Consolidated Balance Sheetsas of December 31, 2013(In thousands of Euros)

Non-current Assets 778,477

Intangible assets (Note 4) 816

Property, plant and equipment (Note 5) 734,256

Investments in affi liates

and other investments (Note 6) 19

Long-term fi nancial assets and other non-current assets (Note 7) 43,386

Current assets 1,486,728

Inventories (Note 8) 656,173

Trade and other receivables (Note 9) 706,412

Short-term fi nancial assets (Note 10) 13

Cash and cash equivalents (Note 11) 122,582

Other current assets 1,548

---------------

Total assets 2,265,205 ==========

Assets 2013

The accompanying notes are an integral part of these consolidated fi nancial statements.

- 43 -

(In thousands of Euros)

Group Equity (Note 12) 1,104,947

Share capital 210,600

Translation reserve (1,491)

Other reserves and retained earnings 895,838

Minority interests (Note 13) 226

Non-current liabilities 201,090

Long-term loans (Note 14) -

Provisions for risks and charges (Note 15) 69,611

Provision for severance

indemnities and pensions (Note 16) 39,453

Deferred taxes (Note 17) 92,026

Current Liabilities 958,942

Short-term loans (Note 18) 376,895

Trade and other payables (Note 19) 581,911

Other current liabilities 136

---------------

Total liabilities and equity 2,265,205 ==========

Liabilities and Group Equity 2013

Consolidated Balance Sheetsas of December 31, 2013 - (Note 1)

The accompanying notes are an integral part of these consolidated fi nancial statements.

- 44 -

Consolidated statements of cash fl ows - (Note 1)

Cash fl ows provided (used) by operating activities 126,952 Income (loss) before minority interests (60,299)

Adjustments for items not affecting cash fl ows

Depreciation and amortization 134,781

Changes in provisions 59,610

---------------

134,092

Payments of severance indemnities and utilization of provisions (32,687)

Net change in working capital 25,547

Cash fl ows provided/ (used) in investing activities (105,154)

Capital expenditures (83,947)

Net investments in intangible assets (97)

Net decrease in long-term receivables (21,110)

Cash fl ows provided/ (used) by fi nancing activities (1,177) Proceeds from long-term loans -

Payment of long-term loans (35)

Net change in other reserves and retained earnings (1,266)

Net change in minority interests 124

---------------

Increase/ (decrease) in cash and cash equivalents, net 20,621

Cash and cash equivalents at the beginning of the year (bank overdrafts), net (274,920) ---------------

Cash and cash equivalents at the end of the year (bank overdrafts), net (254,299) ==========

Cash and cash equivalents 122,596

Bank overdrafts (376,895)

2013

(In thousands of Euros)

The accompanying notes are an integral part of these consolidated fi nancial statements.

- 45 -

Consolidated statement of changes in Group Equity - (Note 1)

Translation Other reserves and Capital Reserve retained earnings Total

Balance as of January 1, 2013 210,600 - 955,866 1,166,466 ========= ========= ========= =========

Translation adjustments - (1,491) - (1,491)

Actuarial gains on benefi ts to employees - - 364 364

Other adjustments (note 12) - - (99) (99)

Net income - - (60,293) (60,293)

------------- ------------- ------------- -------------

Balance as of December 31, 2013 210,600 (1,491) 895,838 1,104,947 ========= ========= ========= =========

(In thousands of Euros)

The consolidated statement of changes in Group equity has been prepared on the basis of the net result of the year. The changes which have not been directly recorded in the consolidated income statement were highlighted in the individual net equity entries. In order to present the information thoroughly, it should be noted that the cumulative translation reserve change and the other changes in retained earnings are included in the confi guration of the consolidated comprehensive income statement provided for by IAS 1.

The accompanying notes are an integral part of these consolidated fi nancial statements.

- 46 -

Consolidated comprehensive income statementas of December 31, 2013 - (Note 1) (In thousands of Euros)

Net income (loss) (60,299) Other items:

Translation adjustment (1,491)

Actuarial gains 364

Other profi t and loss account items (1,127) ---------------

Comprehensive income statement (61,426) ---------------

Minority net income (loss) 6

---------------

Total Group net income (loss) (61,420) ==========

2013

The accompanying notes are an integral part of these consolidated fi nancial statements.

Nota illustrativa

Notes to Consolidated fi nancial statements

Employment • 1996 - 2013 (Majority owned subsidiaries)

L’occupazione • 1996 - 2013 (Solo società controllate)

Numero di addettiNumber of employed

5000

6000

0

1000

2000

3000

4000

2011

2012

2013

2010

2003

2004

2005

2006

2008

2009

2007

2002

2000

1999

1998

1997

1996

2001

- 49 -

Notes to the consolidated fi nancial statements for the year ended December 31, 2013

The Riva Forni Elettrici Group is engaged in the fi eld of production and processing of steel. The Parent Company Riva Forni Elettrici S.p.A. is located in Milan, in Viale Certosa 249.

About the reasons and aspects related to the birth of the RFE Group, please refer to what has been illustrated in detail earlier in the Business Report.These consolidated fi nancial statements have been prepared in accordance with the International Financial Reporting Standards (hereinafter “I.F.R.S.” or “International Accounting Standards”) issued by the International Accounting Standard Board (I.A.S.B.).

These standards were adopted by the European Commission according to the procedure outlined in art. 6/1606 of the European Parliament and Council of July 19, 2002 and pursuant to Italian Legislative Decree n. 38 of February 28, 2005.

The International Accounting Standards adopted by the European Commission may differ in certain aspects from those issued by the International Accounting Standard Board (I.A.S.B.).

It should be noted that the I.F.R.S. adjustments regarding the preceding years were accounted for with direct Equity consideration.

The consolidated fi nancial statements of the Riva Forni Elettrici Group have been prepared through the consolidation of operating companies and the holding companies, both Italian and foreign, where Riva Forni Elettrici S.p.A. owns directly or indirectly the majority of the voting rights.

The fi nancial statements used for the consolidation are generally those prepared by the Boards of Directors of the individual companies for approval by the respective board meetings, i.e. those which are approved by the meetings themselves. These fi nancial statements were adjusted and reclassifi ed to conform them to I.F.R.S. and uniform Group accounting principles and valuation method.

The area of consolidation for the fi nancial year ended December 31, 2013 is shown in Appendix 1.

Corporate transactions that affected the Group during the 2013 are the following:

2013

Amongst the corporate transactions that took place in 2013 we must

Introduction

1. Consolidated fi nancial statements structure and content

- 50 -

remember the transfer made by the German company Riva Stahl Gmbh for the benefi t of the newly-formed company Betonstahl Lampertheim Gmbh and the purchase by third parties of 25% of the share capital of the Spanish society Valorizacion de Aridos S.l by the Siderurgica Sevillana S.a

The most important consolidation criteria adopted for the drawing up of the consolidated fi nancial statements were the following:

a. The carrying value of investments in consolidated subsidiaries is eliminated against the related share of their shareholders’ equity; assets, liabilities, income and expenses, are consolidated on a line-by-line basis.

b. The elimination of the book value of investments in subsidiaries as indicated above is carried out on the basis of the current values at the date of the purchasing of the subsidiary. Any positive difference arising from elimination is accounted for as goodwill. Goodwill is not depreciated but impaired at each reporting date in order to verify that its book value does not exceed its recoverable amount. Any negative difference arising from elimination is recognized in the consolidated income statements.

c. Intercompany receivables, payables, costs and revenues, as well as profi t and appreciations which have not yet been realized are eliminated.

d. Dividends distributed among the Group companies are written off in the consolidated income statements. Any related tax credits are shown as a deduction from income taxes of the fi nancial year, up to the amount payable.

e. Minority interests in consolidated subsidiaries are stated in a separate line in the consolidated balance sheets and income statements.

f. The consolidated companies’ fi nancial statements were prepared in their respective local currencies. The fi nancial statements denominated in foreign currencies are translated into Euros as follows: income statement items are translated at the yearly average exchange rates which approximate the exchange rates in force on the date of the respective operations; balance sheet items are translated at the year-end exchange rates, except for the net income (loss) which is translated at the yearly average exchange rates. Differences arising upon translation are recorded as a component of Group equity under “Translation reserve”.

2. Consolidation principles

- 51 -

The exchange rates applied for the translation of the foreign companies fi nancial statements prepared in currencies different from the Euro, are as follows:

Currency Average 2013 12.31.2013

Canadian Dollar 1.368 1.467

These consolidated fi nancial statements were drawn up on the basis of the historical cost convention. Currently there are no transactions in fi nancial derivatives.

Euro is the functional currency used. Values in the fi nancial statements and in the illustrative notes are expressed in thousands of Euros, unless differently indicated.

The drawing up of the consolidated fi nancial statements and related notes requires the Directors to make estimates which affect the stated values of the assets, liabilities, revenues and expenses, and also of the contingent assets and liabilities on the date of Financial Statement (such as depreciation and provisions). These estimates are based on the going-concern assumption, and on the best information available on the date they were made: the possibility cannot, therefore, be excluded that events may occur which will cause the assumptions to change. The effect of any changes in estimates will be recorded in the consolidated fi nancial statements as soon as they can be objectively determined.

Assets’ values are verifi ed for each fi nancial statement as of its closing date whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In this case, the asset is recorded at its recovery value, defi ned as the higher of net price of sale and useful value, the latter estimated by discounting the future cash infl ows and outfl ows deriving from the continued use of the asset and its fi nal decommissioning. Where the reasons for any impairment of assets recognized in earlier years no longer exist, the value of the asset is restored, subject to a maximum of the original book value, net of depreciation and write-downs.

Revenues and expenses expressed in foreign currency are translated into the functional currency at the exchange rate ruling at the time of the underlying transaction; monetary assets and liabilities expressed in foreign currency are translated into the functional currency at the year-end exchange rate. Any resulting differences are charged to the Income Statement. Non monetary assets and liabilities valued at cost measured in foreign currency are

3. Accounting principles and valuation criteria

Use of estimates in preparing the fi nancial statements

Impairment of assets

Foreign currency items

- 52 -

translated into the functional currency at the exchange rate ruling at the time of the transaction, while those valued at fair value are converted at the exchange rate prevailing at the time when the value is being determined.

To hedge future cash fl ows related to the payment of interest and commercial transactions in foreign currency derivative contracts are stipulated. Changes in the fair value of hedging instruments are recorded directly to equity reserves. The carrying amounts of the hedged assets and liabilities are adjusted for changes in their fair value in view of the risks covered.

The most signifi cant valuation criteria used in preparing the consolidated fi nancial statements are as follows:

Intangible assets are recorded at their purchase or production cost and are amortized on a straight-line basis over their estimated useful lives.

Business combinations are recorded by posting the difference between the cost of acquisition of the enterprise and the fair value of its assets and liabilities to its assets and liabilities. If the business combination involves the control of the acquired company, the above non-attributed difference is posted to goodwill if positive or to the income statement if negative. Subsequent share purchases after the Group has acquired control, are posted to minority purchases and the differences are offset to “Other reserves and retained earnings”. After the initial posting, goodwill is not amortized and is posted net of any losses in value determined according to the method described above.

Property, plant and equipment are entered at their purchase or production cost, net of accumulated depreciation on each item and written down when necessary as a result of permanent impairments in value, and also net of any capital grants received.

Where a tangible fi xed asset includes signifi cant components with different useful lives, these components are entered as separate assets. The costs sustained for the replacement and renewal of signifi cant components are entered separately. Parts replaced are written-off in full. The subsequent costs on tangible fi xed assets in use are recorded as an increase in the value of the asset only when it is probable that future economic benefi ts will arise that exceed the normal services obtained from the original assets.

Derivative instruments

Intangible assets

Business combinations

Property, plant and equipment

- 53 -

All other expenses incurred subsequently are charged in full to the income statement in the year in which they are sustained. Depreciation of tangible assets in use is calculated on a straight-line basis at economic-technical rates, which refl ect the estimated useful life of the assets.

Fixed assets in the course of production and advance payments on fi xed assets are entered at cost; depreciation begins on the date when they enter in use.

The main depreciation rates used are as follows:

Buildings 3-5%

Specifi c equipment and industrial plants 5-20%

Furnaces 6-18%

Fixtures 20-40%

Furniture and offi ce equipment 10-20%

Means of transport 20-25%

Vessels 5-15%

Lands are not subject to depreciation.

Investments in entities where a signifi cant infl uence is exercised by the Group (generally investments between 20% and 50% in a company’s equity) are accounted for under the equity method.

Inventories are stated at the lower of purchase or production cost (determined as average cost) and market or net realizable value. Production cost includes raw materials, labour and all other direct and indirect production overheads.

Receivables and payables are shown at their face value. Receivables are then adjusted to their net realizable value through an allowance for doubtful accounts.

Financial assets are initially entered at cost and thereafter stated at fair value. Any gains or losses arising from such valuations are charged to the income statement.

Investments

Inventories

Financial assets

Receivables and payables

- 54 -

Provisions for risks and charges cover liabilities whose amount or effective date is uncertain, when a present obligation (legal or constructive) exists as a result of a past event and it is probable that an outfl ow of resources embodying economic benefi ts will be required to discharge the obligation. Provisions are made according to the best probable estimate of the total amount of the obligation. Provisions for risks and charges are reviewed and adjusted at the end of each fi nancial period.

Consolidated companies have different pension plans, based upon laws, regulations and labour contracts prevailing in the countries where they operate. The most signifi cant provisions for severance indemnities and pensions relate to Italian companies. The provision for severance indemnities and pensions refl ects the present value of the liabilities for benefi ts owed to employees, at the termination date, considering demographic and fi nancial actuarial assumptions. Such provision is computed in the amount of benefi ts earned by each employee in return to their service at each balance sheet date.

The profi ts and losses arising from changes in the actuarial assumptions underlying the determination of the fair value of the liability are charged in full to equity.

Revenues and expenses are accounted for on the accrual basis. Revenues from sales of goods are recognized when the transfer of risk and rewards of ownership has occurred.

Financial revenues and expenses are charged to the income statement on the basis of the accrual principle.

Provision is made for current income taxes on the basis of the best possible estimate of taxable income, taking into account the tax regime and any tax allowances available in the individual countries. They are stated in the Financial Statement net of any tax credits that may be due. Deferred taxes are stated on the basis of the temporary timing differences between the value of an asset or liability for tax purposes and its balance sheet value. These are calculated using the fi scal depreciation quotas applying in the various countries.Due to the peculiar economic conditions of the steel industry, whose profi tability is strongly affected by cyclical trends, tax assets are recognized only to the extent that the timing of their redemption is reasonably foreseeable.

Provisions for risks and charges

Provisions for severance indemnities and pensions

Revenues and expenses

Income taxes

Financial revenues and expenses

- 55 -

For management purposes, the Group’s activities are organized in a single operating segment.

Contingencies which are probable but for which the amount cannot reasonably be estimated, or which are only possible, are described in the notes to the fi nancial statements, but no provision is set aside for them. Remote contingencies are not taken into account.

Assets or groups of assets and liabilities which meet the criteria for classifi cation as held for sale are stated separately on their own lines in the balance sheet, at the lower of their carrying amount and their presumed realizable value taking selling costs into account; any losses are charged to the income statement. The net income of each individual asset, group of assets or liability to be disposed of is stated separately on its own line in the income statement.

As required by paragraph 28 of IAS 8 are listed below and briefl y explained the IFRS in force since January 1, 2013 with potential effects on the Group.

The IASB and IFRIC have approved some changes to and interpretations of IFRS, which were published in part in the Offi cial Journal of the European Union and apply for the fi rst time to annual periods beginning on or after January 1, 2013. They have also approved some changes in interpretations already issued but applicable to fi nancial statements referring to periods beginning on or after January 1, 2014.

The following accounting standards, amendments and interpretations have been applied by the Group for the fi rst time starting from January 1, 2013:

- IFRS 13 – Fair value measurement

the standard illustrates the techniques for measuring fair value in fi nancial statements and applies to all standards that require or allow fair value measurement or disclosure of information based on fair value.It also requires disclosures about the inclusion of counterparty risk in calculating fair value. The new standard has not had a signifi cant impact on these consolidated fi nancial statements.

Assets and liabilities intended for disposal

Commitments and contingencies

Segment information

Changes to the accounting standards issued by the EU and in force since January 1,2013

Accountig standards, amendments and interpretations relevant and applicable from January 1, 2013

- 56 -

- Amendments to IFRS 7 – Financial instruments: disclosures

On December 16, 2011 the IASB issued a number of amendments to IFRS 7 – Financial instruments: disclosures. The amendments require disclosure of information about the effects or potential effects of netting arrangements associated with fi nancial assets and liabilities on an entity’s fi nancial position. These amendments have had no signifi cant impact on the information included in these consolidated fi nancial statements.

- Amendment to IAS 1 – Presentation of Financial Statements

On June 16, 2011 the IASB issued an amendment to IAS 1 – Presentation of Financial Statements which requires all companies to disclose separately ‘‘Items of Other Comprehensive Income’’ which may subsequently be reclassifi ed to the income statement. The amendment has been applied by the Group since January 1, 2013 and the related effects on disclosure are shown in the consolidated fi nancial statements for all periods reported.

- Amendment to IAS 19 – Employee Benefi ts

On June 16, 2011 the IASB issued an amendment to IAS 19 – Employee Benefi ts, which removes the option to defer recognition of actuarial gains and losses using the corridor method. The amendment requires the defi cit or surplus on the provision to be presented in the statement of fi nancial position, cost components associated with benefi ts earned by employees and net fi nancial liabilities to be recognised in the income statement, and actuarial gains and losses arising from remeasurement of assets and liabilities to be presented in the statement of comprehensive income. In addition, the return on assets included in net fi nancial charges must be calculated on the basis of discount rate of liabilities rather than the expected return on assets. Lastly, the amendment introduces new additional disclosures to be provided in the notes to the fi nancial statements. The amendment has been applied by the Group since January 1, 2013 and the related effects on disclosure are shown in the fi nancial statements.

In 2012, the IASB also issued the following amendments, which have already been approved and applied since 2013 and have not had a signifi cant effect on the Group’s fi nancial statements:

- IAS 1 – Presentation of Financial Statements

The amendments mainly involve additional disclosures of comparative information. In particular, it has been clarifi ed that if an entity changes an accounting standard or applies a restatement/reclassifi cation retrospectively, it must also present a statement of fi nancial position as at the beginning of the comparative period (‘third statement of

- 57 -

fi nancial position’ in the fi nancial statements), while the notes to the accounts are not required to present comparative disclosures also for the ‘third statement of fi nancial position’, except as regards the items concerned.

- IAS 16 - Property, plant and equipment

The changes are mainly related to servicing equipment, which must be classifi ed under ‘Property, plant and equipment’ if used for more than one fi nancial year, otherwise under inventories.

- IAS 32 – Financial Instruments

This contains the requirement to provide information about direct taxes on distributions to holders of equity instruments and on transaction costs of equity instruments, which follow the rules of IAS 12.

- IAS 34 – Interim Financial Reporting

The amendment clarifi es that total assets for a reportable segment need to be disclosed only if such information is regularly provided to the chief operating decision maker of the entity and there has been a material change in the total assets for a segment from the fi gure previously disclosed in the last annual fi nancial statements.

The IASB has issued the following amendments, the approval process for which was completed by the European Union by the date of these consolidated fi nancial statements and which are due to be applied to future accounting periods or on an early adoption basis: the Group has not opted for early adoption:

- IFRS 10 – Consolidated Financial Statements

This standard replaces SIC-12 Consolidation – Special Purpose Entities (SPVs) and some parts of IAS 27 – Consolidated and Separate Financial Statements, which will change its name to IAS 27 – Separate Financial Statements and will govern the accounting treatment of equity investments in separate fi nancial statements. The new IFRS 10 identifi es the notion of control as the factor that determines whether or not a company should be consolidated into the Parent Company’s consolidated fi nancial statements, and provides guidance on determining the existence of control in diffi cult cases.Transition Guidance (IFRS 10, IFRS 11, IFRS 12).

On June 28, 2012 the IASB issued ‘Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities’, a document which clarifi es and simplifi es the transition requirements for IFRS 10, IFRS 11 and IFRS 12.

Accounting standards, amendments and interpretations endorsed by the European Union but not yet applicable, except in the case of early adoption

- 58 -

- IFRS 11 – Joint Arrangements

This standard replaces IAS 31 – Interests In Joint Ventures and SIC-13 – Jointly Controlled Entities – Non-Monetary Contributions by Venturers. The new standard sets out the criteria for identifying joint arrangements based on the rights and obligations arising from the joint arrangements rather than on the legal form of the joint arrangements themselves, and establishes that equity investments in jointly controlled entities may only be accounted for in the consolidated fi nancial statements using the equity method.

- IFRS 12 – Disclosure of Interests in Other Entities

This standard describes the additional information to be disclosed about equity investments (subsidiaries, joint arrangements, associates, special purpose entities and other unconsolidated structured entities).

- IAS 27 – Consolidated and Separate Financial Statements

The amendment to IAS 27 sets out the standards to be applied when accounting for investments in subsidiaries, joint ventures and associates when preparing separate fi nancial statements after the introduction of IFRS 10.

- IAS 28 – Investments in Associates and Joint Ventures

The amendment to IAS 28 (as amended in 2011) sets out the criteria for applying the equity method when accounting for investments in associates and joint ventures.On December 16, 2011 the IASB issued a number of amendments to IAS 32 – Financial instruments: presentation, to clarify the application of some of the criteria for offsetting fi nancial assets and fi nancial liabilities set out in IAS 32.The amendments will be applicable retrospectively for fi nancial years beginning on or after 1st January 2014.

It is not believed that the adoption of the amendments will have a signifi cant impact on the Group’s fi nancial statements.

- 59 -

- IFRS 9 – Financial Instruments

The IASB issued this standard on November 12, 2009. At the reporting date, the IASB had not set the effective date for the standard and the competent bodies of the European Union had not yet completed the endorsement process necessary for the application of the amendment.The amendments concern the reporting and measurement criteria for fi nancial assets and the related classifi cation in the fi nancial statements. Among other things, the new provisions establish a model for classifying and measuring fi nancial assets based solely on the following categories:(i) assets measured at amortised cost; (ii) assets measured at fair value. The new provisions also require equity investments other than those in subsidiaries, joint ventures or associates to be measured at fair value through profi t or loss. In the event that such investments are not held for trading, fair value changes may be recognised in the statement of comprehensive income, with only the effects of the distribution of dividends being recognised in the income statement. When the investment is sold, the amounts recognised in the statement of comprehensive income do not need to be recognised in the income statement. Furthermore, on 28th October 2010, the IASB incorporated new requirements into IFRS 9 including the criteria for recognising and measuring fi nancial liabilities.Specifi cally, the new provisions require, among other things, that when measuring a fi nancial liability at fair value through profi t or loss, the fair value changes relating to changes in the issuer’s own credit risk be recognised in the statement of comprehensive income. The item must be recognised in the income statement to ensure a match with other items in the fi nancial statements relating to the liability, thereby avoiding accounting mismatch.

The IASB also issued the following amendments, for which the European Union had not completed the endorsement process by the date of these fi nancial statements.

Investment Entities (amendments to IFRS 10; IFRS 12 and IAS 27): on October 31, 2012 the IASB issued the document “Investment Entities”, which regulates the activities of particular types of companies classifi ed as investment entities. The IASB considers investment entities to be companies that invest with the sole aim of increasing the capital invested or the investment income or both. The provisions will be effective from fi nancial years beginning on or after January 1, 2014.

On May 29, 2013 the IASB published an amendment to IAS 36, Recoverable Amount Disclosures for Non-Financial Assets, which requires specifi c disclosure of the discount rate used to determine an impairment loss (or a reversal) when the recoverable amount based on fair value less costs of disposal is determined using the present value method.

Accounting standards, amendments and interpretations not yet applicable and not adopted in advance by the Group

- 60 -

At the moment it is not considered that adoption of these amendments will have a signifi cant impact on the Group’s fi nancial statements.

The handling of this item is the following (in thousands of Euro):

Other intangible fi xed assets

Net value at January 1, 2013 863

========

Net increases 97

Amortization and impairment (144)

------------

Net value at December 31, 2013 816

========

4. Intangible assets

- 61 -

The handling of this item is the following (in thousands of Euro):

Industrial & Construction Other Land and Plant and Commercial in progress fi xed buildings Machinery equipment and Advances assets Total

Net value at

January 1, 2013 211,064 511,873 30,239 16,359 15,412 784,947

======= ======== ======= ======= ======= ========

Reclassifi cations 929 18,029 812 (19,847) 77 -

Change in consolid. area - - - - - -

Gross value of assetsi

Increases 4,801 46,033 8,254 18,615 6,699 84,402

Decreases (148) (3,754) (1,810) (26) (1,257) (6,995)

Accumulated Depreciation

Increases (15,461) (104,896) (8,429) - (5,851) (134,637)

Decreases 63 3,727 1,617 - 1,250 6,657

Translation adjustments (42) (72) - - (4) (118)

----------- ------------ ----------- ----------- ----------- ------------

Net value at

December 31, 2013 201,206 470,940 30,683 15,101 16,326 734,256

======= ======== ======= ======= ======= ========

The main changes in property, plant and equipment which occurred during 2013 are summarized as follows:

2013

Main additions relate to the investments made at Brandenburg (EUR 13 million), Neuves Maison (EUR 11 million), Montereau (EUR 11 million), Lesegno (CN) (EUR 7 million), Gargenville (EUR 7 million), Seville (EUR 6 million), Bonnieres sur Seine (EUR 6 million), Verona (EUR 5 million) and Hennigsdorf (EUR 3 million).

5. Property, plant and equipment

- 62 -

The balance at December 31 includes (in thousands of Euro):

% held Value at December 31 2013 2013

Immobiliare Siderurgica S.r.l. 12.443 11

Other investments 8

----------

Total 19

=======

The balance at December 31 includes (in thousands of Euro):

2013

Guarantee deposits 1,729

Other long-term fi nancial assets 17

Deferred tax assets 41,640

----------

Total 43,386

=======

Deferred tax assets are entered on past tax losses which have become usable without any time limit and are related to foreign companies for Euro 20.9 million and EUR 20.7 million to Italian companies; a provision for risks of equal amount was formed, since they are in the process of checks - with the help of qualifi ed consultants - about their eligibility and potential of future collection.

6. Investments in affi liates and other investments

7. Long-term fi nancial assets

- 63 -

This caption, at year-end, can be detailed as follows (in thousands of Euros):

2013

Scrap 249,937

Refractory products and alloys 19,486

Spare parts and sundry materials 165,552

Provision for obsolete and slow-moving inventories (30,284)

------------

Total raw materials and spare parts 404,691

------------

Work-in-progress and semi-fi nished goods 53,465

------------

Long-rolled products 196,757

Provision for obsolete and slow-moving inventories (56)

------------

Total fi nished products 196,701

------------

Advances 1,316

------------

Totale 656.173 ========

8. Inventories

- 64 -

10. Short-term fi nancial assets

The breakdown of trade and other receivables is as follows (in thousands of Euros): 2013

Trade receivables.

Due from clients 675,828

Due from affi liates 1

Advances to suppliers -

--------------

Total trade receivables 675,829

--------------

Allowance for doubtful accounts (11,748)

--------------

Total trade receivables, net 664,081

--------------

Other receivables:

Tax credit 31,488

Due from social security agencies 1,703

Others 9,140

--------------

Total other receivables 42,331

--------------

Total trade and other receivables 706,412

=========

Tax credits mainly include income taxes (Euro 2.5 million) and VAT credits (Euro 11 million).

The balance of short-term fi nancial assets includes (in thousands of Euro):

2013

Other fi nancial assets 13

------------

Total 13

========

The heading Other fi nancial assets relates to receivables for interest on the fi nancing granted by the subsidiary Riva Acciaio to the owned company Immobiliare Siderurgica.

9. Trade and other receivables

- 65 -

The balance of cash and cash equivalents includes (in thousands of Euros).

2013

Petty cash 41

Bank and postal deposits 122,541

------------

Totale 122,582

========

In the item Bank and postal deposits are included also balances of the sums directed to the FUG, as a result of the seizures described in the introductory part, amounting to approximately Euro 61 million. Sums that were released only in the fi rst quarter of 2014.

Riva Forni Elettrici S.p.A. share capital, issued and fully paid in, consists of 21,060,000 ordinary shares with a nominal value of Euro 10 each, with equal rights and no restrictions.

The other reserves and retained earnings attributable to some consolidated companies include untaxed reserves deriving from the application of national laws, as well as undistributed profi ts which would be taxed if distributed. No deferred taxes were accrued on these reserves as they are permanently reinvested and there are no plans to carry out transactions that would cause them to be taxed (Note 17).It should be noted that the FTA (First-time Adoption) reserve amounts to Euro 104,937 thousand.

The other reserves and retained earnings, as of December 31, 2013, show a decrease of Euro 1.2 million relating to the effect of the translation adjustments (decrease in the amount of Euro 1.5 million), the actuarial gains according to IAS 19 (increase for Euro 0.4 million) and the variation resulting from increases in reserves not undersigned by minority shareholders (decrease for Euro 0.1 million).

The earning per share is negative for Euro 2.86 in 2013 and was calculated by dividing net income (loss) of the year by the number of Riva Forni Elettrici S.p.A. outstanding shares.

The Board of Directors of May 2014, which approved the fi nancial statements 2013 of the Parent Company Riva Forni Elettrici S.p.A., has not proposed any dividend distribution.

11. Cash and cash equivalents

12. Group Equity

- 66 -

For the year 2013 the change of minority interests is almost entirely related to the minority interest in the net result (negative for Euro 6 thousands) of the consolidated companies and a variation of the reserves determined by subscription failure of increases in equity of some German subsidiaries by minority shareholders (positive for Euro 124 thousand).

At the balance sheet date no long-term loans are present.

The operations for the fi nancial year 2013 are the following (in thousands of Euro):

Provisions for risks and charges

Balance at January 1, 2013 42,009

========

Increases 30,872

Decreases (3,270)

------------

Balance at December 31, 2013 69,611

========

The entry provisions for risks and charges is formed as follows (in thousands of Euro):

2013

Environmental liabilities 33,201

Legal disputes and contractual, fi scal and other contingencies 10,728

Others 25,682

------------

Total 69,611

========

15. Provisions for risks, charges and contingent liabilities

13. Minority interests

14. Long-term loans

- 67 -

The provision for environmental liabilities refl ects primarily the estimate of future remediation and waste disposal costs of sites in Germany (Euro 24.5 million), Italy (Euro 8.3 million) and France (0.4 million euro).

The provision for legal disputes and contractual, fi scal and other contingencies is mainly due to work-related disputes.

Other provisions relates mainly to the subsidiary Riva Acciaio S.p.A. (Euro 18.4 million) and correspond to the balance of items in the assets of the budget relating to both the deferred tax assets and Ires tax receivables towards the former parent company Riva Fire S.p.A., for which the verifi cations are being carried out - with the aid of qualifi ed consultants - about their eligibility and potential for future collection; the rest is mainly due to the Parent Company RFE (Euro 4.7 million) and corresponds to the balance of items entered in the receivables of the balance sheet for deferred tax regarding which the previous observations apply.

Contingent liabilities are composed of the risks arising from the demerger operation, following the subsidiary responsibility of the parent company, within the limits of the equity assigned to it, for liabilities existing prior to the demerger. No specifi c provisions were made for contingent liabilities, as an outgoing of resources cannot be predicted or quantifi ed.

Changes in the provision for severance indemnities and pensions for the fi nancial year 2013 are the following (in thousands of Euro):

Provision for severance

indemnities and pensions

Balance at January 1, 2013 43,214

========

Increases 8,424

Decreases (12,185)

------------

Balance at December 31, 2013 39,453

========

The provision for severance indemnities and pensions refl ects the current value of liabilities for benefi ts due to employees, at the date of the termination of the work contract, considering demographic and fi nancial actuarial assumptions and is summarized below:

16. Provision for severance indemnities and pensions

- 68 -

Recruitment 2013

Mortality rates ISTAT SIMF91 Table

Infl ation rates The cost of living index for the year

2013, linear variation from 2013

at predictive value 2015

(source: DEF 2013);

from 2016 constant rate

Salary increases No salary increase

Turnover, Rates inferred from observation of the

Retirement, employment historical data of the Group’s companies

contract expiration

and advances

Interest Rates risk free rate Curve +

spread 0.15%

Actuarial gains and losses deriving from the change in the assumptions underlying the determination of the current value of liabilities are recognized to equity.

On December 31, 2013 the economic components for the adjustments of the liabilities in relation to the provision for severance indemnities and pensions were classifi ed among personnel costs (Euro 16.3 million) and amongst fi nancial income and charges (charges for Euro 69 thousands).

The variation of deferred taxes is the following (in thousands of Euros):

Deferred tax liabilities

Balance at January 1, 2013 88,943

========

Increases 14,205

Decreases (11,122)

------------

Balance at December 31, 2013 92,026

========

17. Deferred taxes

- 69 -

The provision for deferred taxes includes the net tax liability related to the temporary differences between individual company’s carrying amounts of asset and liabilities and their corresponding tax base. As indicated in Note 3 (“Accounting principles and valuation criteria”), the consolidated fi nancial statements as of December 31, 2013 do not include deferred tax assets relating to non-deductible provision and other temporary deductible differences (Euro 50 million).The consolidated fi nancial statements as of 31 December 2013 do not refl ect deferred taxes provisions (amounting to Euro 13 million) on the undistributed reserves that refers to the foreign consolidated companies, which would be subject to taxation in case of distribution, as these reserves are reinvested on a permanent basis by the foreign subsidiaries and, therefore, no taxation is expected to be paid. As far as the Italian companies’ undistributed reserves are concerned, the Group is subject to the tax consolidation regime on a national basis and thus taxation is almost completely excluded in the case of distribution.

The provision for deferred taxes is formed as such (in thousands of Euros):

2013

Tax effects related to temporary

differences for:

Property, plant and equipment 42,103

Inventories 49,012

Other differences 911

------------

Total 92,026

========

- 70 -

This entry is as follows (in thousands of Euro):

2013

Short-term debts and bank loans 376,895

Current quota of long-term loans (note 14) -

------------

Total 376,895

========

Loans from banks and other lenders are regulated by interest rates varying between 2% and 7% in 2013, taking into account - in particular for the Italian law companies - the effects of seizures mentioned above.

The balance of trade and other payables may be analyzed as follows (in thousands of Euro):

2013

Trade payables:

Due to suppliers 493,024

Advances from customers 8,268

------------

Total trade payables 501,292

------------

Other payables:

Due to tax authorities 24,996

Due to social security institutions 21,395

Due to personnel 30,441

Others 3,787

------------

Total other payables 80,589

------------

Total trade and other payables 581,911

========

19. Trade and other payables

18. Short-term loans

- 71 -

Due to tax authorities mainly includes liabilities for income taxes for the fi scal year (Euro 3.6 million), withholding taxes on the wages of the employees (Euro 2.2 million) and VAT payables (Euro 13.3 million).

Net sales per country of origin, net of the infra-group sales, can be summarized as follows (in thousands of Euros):

2013

Italy 741,669

Germany 1,185,334

France 1,076,969

Spain 327,014

Belgium 360,558

Canada 3,025

------------

Total 3,694,569

========

Other revenues amounted to Euro 59.6 million in 2013 and mainly include fees related to the consumption of electricity (Euro 27.2 million), recovery of various charges (Euro 14.7 million), capital gains (Euro 0.4 million).

Raw, ancillary and consumable materials are identifi able as follows (in thousands of Euros):

2013

Raw Materials 2,249,005

Energy 385,336

Semi-fi nished and fi nished goods 1,079

Metals, iron alloys, fl uxes and refractory 111,287

Spare Parts 65,273

Others 183,192

Change in raw, ancillary

and consumable materials 9,366

------------

3,004,538

========

20. Value of production

21. Production costs

- 72 -

Service costs include (in thousands of Euros):

2013

Transport and sales commissions 181,834

Maintenance 47,912

Sundry services 37,248

General and administrative costs 11,737

Others 13,975

------------

Total 292,706

========

The service costs includes the amounts due to the members of the Parent Group’s Board of Auditors which were stated by the Shareholders’ meeting amounting to Euro 75 thousands. There are also fees relevant to the year 2013 for the auditing services rendered by Mazars S.p.A. for Euro 16 thousands.

The payroll costs are formed as such (in thousands of Euros):

2013

Salaries and wages 192,487

Social Security 62,391

Provision for severance indemnities and pensions 16,238

Others 4,202

------------

Totale 275,318

========

- 73 -

Financial charges, net are reported below (in thousands of Euros):

2013

Interest expense and fi nancial charges (14,056)

Discounting losses (894)

Foreign exchange losses (349)

------------

Total fi nancial charges (15,299)

------------

Interest income and fi nancial income 120

Foreign exchange gains 1,300

------------

Total fi nancial income 1,420

------------

Totale (13,879)

========

During the year Euro 11.1 million were paid on interest expense and Euro 58 thousands were received as interest income.

22. Financial charges, net

- 74 -

This item includes the allocation of current taxes for the year (Euro 8 million) and a net provision of deferred taxes (Euro 3.1 million). In 2013 were accounted for deferred tax on tax losses for Euro 9.9 million. Deferred taxes derived mainly from temporary differences concerning the values of fi nancial assets and liabilities consolidated and their respective values taxable.

Below is the reconciliation between the theoretical tax charge obtained by applying the Italian tax rate to the economic result before tax and the overall tax charge accounted in the consolidated fi nancial statements (in thousands of Euro):

2013

Income (loss) before taxes (59,101) ------------Theoretical tax charge: IRES (National income tax) - 27.5% (16,253) IRAP (Local income tax) - 3.9% * 998 ------------ (15,255)

Effects resulting from the differential between the theoretical tax rateand those in force, as a function of the rulesapply in individual countries in which the Group operates 6,351

Effect of non-taxable earnings deriving from the valuationof investment with the equity method -

Effect of non-deductible charges, net 6.249

Tax effects of temporary deductible differencesand tax losses to be carried forward 3,853 ------------Total income tax for the year (1,198)

========

* The tax base IRAP is different from the IRES one.

23. Income taxes for the year

- 75 -

Commitments and guarantees as at December 31, 2013 are represented by:

- Guarantees for Euro 35.5 million, mainly relating to guarantees and letters of patronage.

On December 31, 2013 the Group has no existing derivative contract.

The Riva Forni Elettrici Group operates in a single production sector, therefore no information is provided as segment information, nor information per geographic area as more than 90% of the Group’s activities are carried out within the EU, which is viewed by management as a common market.

24. Commitments and guarantees

25. Derivatives

26. Segment information

- 76 -

List of companies included in the 2013 consolidationCompanies fully consolidated on a line-by-line basis (Note 1)

Production, processing and trading companies

Appendix 1

ConsolidationName Headquarters Business % 2013

Italiy:

Riva Forni Elettrici S.p.A. Milan, Italia Holding 100.00

Abroad:

Stahlbeteiligungen Holding S.A. Luxembourg Holding 100.00

Italy:

Riva Acciaio S.p.A. Milan, Italy Steel production 100.00

Abroad:

Aciérs de Construction Rationalisés – Acor S.A.S. Creil, France Processing 100.00

Aciéries et Laminoirs de Paris S.A.S. Gargenville, France Steel production 100.00

Associated Steel Industries Ltd. Ville St Catherine, Canada Crushing 100.00

Betonstahl Lampertheim GmbH Brandenburg, Germany Steel production 100.00

Brandenburger Elektrostahlwerke GmbH Brandenburg, Germany Steel production 99.886

Iton Seine S.A.S. Bonnieres sur Seine, France Steel production 100.00

Hennigsdorfer Elektrostahlwerke GmbH Hennigsdorf, Germany Steel production 99.886

Parsider S.A. Gargenville, France Trading 100.00

Riva Aciér S.A. Gargenville, France Trading 100.00

Riva Stahl GmbH Hennigsdorf, Germany Trading 100.00

Sam Montereau S.A.S. Montereau, France Steel production 100.00

Siderurgica Sevillana S.A. Siviglia, Spain Steel production 100.00

Société des Aciérs d’Armature pour le Beton S.A.S. Neuves Maisons, France Steel production 100.00

Thy Marcinelle S.A. Charleroi, Belgium Steel production 100.00

Trefi leries de Fontaine L’Eveque S.A. Fontaine L’Eveque, Belgium Processing 100.00

Holdings

- 77 -

Service Companies

ConsolidationName Headquarters Business % 2013

Italy:

Muzzana Trasporti S.r.l. Caronno Pertusella, Italy Transport 100.00

Riva Energia S.r.l. Milano, Italy Energy 100.00

Abroad:

B.E.S/H.E.S. Stahlbeteiligungen GmbH Hennigsdorf, Germany Real estate 90.00

Brand. Real Estate & CO KG Hennigsdorf, Germany Real estate 98.10

Brand. Suedstreifen Vermoegensverw. GmbH Brandenburg, Germany Real estate 99.886

Centre de Coordination Siderurgique S.A. Mont sur Marchienne, Belgium Services 100.00

Hennig. Real Estate & CO KG Hennigsdorf, Germany Real estate 98.10

Hierros del Sur S.A. Seville, Spain Services 100.00

Valorizacion de Aridos S.l. Seville, Spain Services 100.00

Milioni di EuroMillions Euro

ItaliaItaly

Belgio Belgium

FranciaFrance

SpagnaSpain

GermaniaGermany

CanadaCanada

Fatturato per Paese

Sales by Country

- 79 -

Relazione della Società di Revisionee del Collegio Sindacale

Auditors’report

MAZARS SPASEDE LEGALE: CORSO DI PORTA VIGENTINA, 35 - 20122 MILANOTEL: +39 02 58 20 10 - FAX: +39 02 58 20 14 03 - www.mazars.it SPA - CAPITALE SOCIALE € 1.000.000,00 I.V.REG. IMP. MILANO E COD. FISC. / P. IVA N. 03099110177 - REA DI MILANO 2027292 ISCRITTA AL REGISTRO DEI REVISORI LEGALI AL N. 41306 CON D.M. DEL 12/04/1995 G.U. N.31BIS DEL 21/04/1995 UFFICI IN ITALIA: BARI - BOLOGNA – BRESCIA - FIRENZE - GENOVA – MILANO - NAPOLI - PADOVA - PALERMO - ROMA – TORINO

Auditor’s Report on the consolidated financial statements pursuant to Art. 14 of Lgs. Decree n. 39, of 27 January 2010

To the Shareholders of RIVA FORNI ELETTRICI S.p.A.

1. We have audited the consolidated financial statements, wich comprise the statement of financial position, the income statement, the statement of changes in equity, the statement of cash flows and the related explanatory notes to financial statements of RIVA FORNI ELETTRICI S.p.A., and its subsidiaries (RIVA FORNI ELETTRICI Group) as of and for the year ended 31 December, 2013. These consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union are the responsibility of the RIVA FORNI ELETTRICI S.p.A’s Directors. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The above mentioned financial statements have been prepared for the first time in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.

2. We conducted our audit in accordance with the Auditing Standards issued by the Italian Accounting Profession (CNDCEC) and recommended by Consob. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion

The consolidated balance sheet and profit and loss do not present comparative amounts due to the fact that Riva Forni Elettrici Group has been established in 2013 as a result of the demerger transaction as specified in the explanatory notes.

3. In our opinion, the consolidated financial statements of RIVA FORNI ELETTRICI Group as of 31 December, 2013 comply with the International Financial Reporting Standards as adopted by the European Union; accordingly, they give a true and fair view of the financial position, of the results of operations and of the cash flows of the RIVA FORNI ELETTRICI Group for the year then ended.

4. As disclosed in the explanatory notes, the Riva Forni Elettrici Group begun its operations with effective date January 1st, 2013 following the partial and proportional demerger of Riva Fire S.p.A.. The related explanatory note has been examined by us in order to issue this auditor report.

5. The Directors of RIVA FORNI ELETTRICI S.p.A are responsible for the preparation of the Report on Operations in accordance with the applicable laws and regulations. Our responsibility is to express an opinion on the consistency of the Report on operations with the consolidated financial statements, as required by law. For this purpose, we have performed the procedures required under Auditing Standard n. 001 issued by the Italian

Accounting Profession (CNDCEC) and recommended by Consob. In our opinion, the Report on operations is consistent with the consolidated financial statements of RIVA FORNI ELETTRICI Group as of and for the year ended 31 December 2013.

Milan, June 10 2014

Mazars S.p.A.

Signed by Simone Del Bianco Partner

This report has been translated into the English language solely for the convenience of international readers

Riva Forni Elettrici S.p.A.Share Capital 120.000 Euro fully paid up

Registered Offi ce in Viale Certosa n. 249 – MilanRegistration Number and Tax Code: 07969220966

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS’ MEETING PURSUANT TO ARTICLE 2429 OF THE ITALIAN CIVIL CODE FOR THE FINANCIAL

STATEMENT 2013

Dear Shareholders,

following the effect of the proportional partial demerger of Riva Fire S.p.A. occurred on the 1st January 2013, the fi nancial year closed at 31 December 2013 represents the fi rst operating fi nancial year of Riva Forni Elettrici S.p.A.

In the fi nancial year closed at 31 December 2013, we discharged the supervisory activities in accordance with the rules of conduct for the Board of Statutory Auditors as provided for by the Italian Board of Professional Accountants and Auditors.

• Supervisory activities

We have supervised and checked the compliance with the law and the Company’s by-laws and we watched over that the principles of correct administration have been observed.

We have attended the Shareholders’ Meetings and, based on the information provided, we didn’t notice violations of Law and of the Company’s by-laws and we didn’t notice operations manifestly imprudent or risky, in potential confl ict of interest or susceptible of compromising the integrity of the Company’s assets and equity.

The Directors provided us information on the activities undertaken by them, and on the most signifi cant economic, fi nancial and capital transactions carried out by the Company and its subsidiaries. Based on the information provided no relevant issues have to be reported.

No signifi cant aspects or issues worthy of mention arose during the meeting held with the Independent Auditors.

We have exchanged information with the Statutory Auditors of the controlled companies, if different of the Statutory Auditors of Riva Forni Elettici S.p.A., and no relevant issues are worthy of mention in this report.

We have acquired knowledge and watched over, insofar as this falls within our competencies, the adequacy of the organizational structure and no relevant issues have to be reported.

We have acquired knowledge and have watched over, insofar this falls within our competencies, regarding the adequacy of the administration/accounting system, as well as on the dependability of this latter to correctly refl ect operational events and no relevant objection have to be reported.

No complaints, pursuant to article 2408 of the Italian Civil Code, were received during the course of the fi nancial year.

During 2013 we have issued the “justifi ed proposal to the Shareholders” for the designation of the Independent Auditors responsible for the statutory audit according to article 13 of the Legislative Decree no. 39/2010.

No other relevant issues emerged during the performed supervisory activities described above.

• Financial Statement and Consolidated Financial Statement

We have examined the Draft Financial Statement at 31 December 2013 and we report as follows.

As the Independent Audit of the Financial Statement is not our responsibility, we oversaw compliance with statutory provisions pertaining to the preparation and layout of the Financial Statements and the related Reports on Operations.

The Directors in the Reports on Operations have illustrated the proportional partial demerger of Riva Fire S.p.A. and the related effects on the Financial Statement of Riva Forni Elettrici S.p.A. also pursuant to article 2428, paragraph 1, of the Italian Civil Code.

As far as the Board of Statutory Auditors knows, the Directors have made no derogation from the Law pursuant to article 2423, paragraph 4, of the Italian Civil Code in the preparation of the Financial Statement.

The Directors in the Financial Statements have illustrated that the business operations carried out during the fi nancial year with related parties or with companies belonging to the Group have been performed within the normal business activities, at market conditions and in the Company’s interest.

The Independent Auditors Mazars S.p.A. today issued, pursuant to Articles 14 of Legislative Decree No. 39/2010, the report which show that the fi nancial statement at 31 December 2013 have been clearly prepared and is a true and fair view of the Company’s balance sheet, fi nancial situation ond operating result for the Financial Year. The Independent Auditors report also show the consistency of the Reports on Operations with the Financial Statement at 31 December 2013.

Pursuant to Legislative Decree no. 127/1991 the Company have prepared the Consolidated Financial Statement and the related Reports on Operations.

The Directors in the Consolidated Reports on Operations have illustrated the proportional partial demerger of Riva Fire S.p.A. and the related effects on the Consolidated Financial Statement of Riva Forni Elettrici S.p.A. also pursuant to article 40, paragraph 1, of the Legislative Decree no. 127/1991.

The Board of Statutory Auditors oversaw the compliance with statutory provisions pertaining to the preparation and layout of the Consolidate Financial Statements and the related Consolidated Reports on Operations.

The Independent Auditors Mazars S.p.A. today issued the report which show that the Consolidated Financial Statement as at 31 December 2013 have been clearly prepared and is a true and fair view of the Group’s balance sheet, fi nancial situation and operating results for the Financial Year. The Independent Auditors report also show the consistency of the Consolidated Reports on Operations with the Consolidated Financial Statement as of 31 December 2013.

Milan, 10 June 2014

The Board of Statutory Auditors

Enrico Maria Colombo - Chairman

Oliviero Eric Cimaz - Statutory Auditor

Francesco Nobili - Statutory Auditor

This report has been translated into the English language solely for the convenience of the international readers.