Mare Engineering Group — AGM Information 2016

Mar 17, 2016

ENGINEERING Ingegneria Informatica S.p.A.

Ordinary Shareholders' Meeting call

on April 29, 2016 on first call, and on May 20, 2016 on second call

Board of Directors' report on the matters on the agenda, drawn up pursuant to article 125-ter of Legislative Decree 58/1998

The Board of Directors presents the report on the matters on the agenda of Engineering's ordinary assembly meeting as follows hereunder:

• 1. Financial Statements for the financial year ended December 31, 2015, Consolidated Financial Statements for the year ended at 31.12.2015, Directors' Management Report, Risk Management and Control Committee's Report, Corporate Governance Report, and Auditors' Report.
• 1. Consultation of first section of the Remuneration Report pursuant to article 123 of Leg. Decree 58/1998.

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Dear Shareholders,

Item 1) In reference to the first item on the agenda, the Board of Directors, referring to what is widely indicated in the Directors' Report on the management for the financial statements and the consolidated financial statements for the year ended December 31, 2015, drawn up on the basis of international accounting standards (IFRS) issued by the International Accounting Standards Boards, invites the assembly to fully approve the financial statements of ENGINEERING INGEGNERIA INFORMATICA S.p.A. (hereinafter the "Company") for the year ended December 31, 2015 as a whole and in every part, accompanied by the Board of Directors' Management Report, the Risk Management and Control Committee's Report, the Corporate Governance Report, the Auditor's Report containing certification of the balance sheet itself, specifically submitting for your approval:

1.1 to approve the account entry by profit or loss, including personnel costs, for the amount of €8,368,947 as acknowledgement of the results achieved for the employees and in observance of the new International Accounting Principles;

1.2 to carry forward the entire financial year net profit, of € 49,812,553 (net of personnel costs as above) as as of February 8, 2016.

The proposal for the allocation of profit has been drawn up in consideration of the fact that a dividend and its distribution may interfere with an average stock market price of the shares if the public purchase bid announced to the market in the communication ex article 114 TUF on February 8 2016 was launched. The "Annual Financial Statements as of December 31, 2015" dossier by Engineering Ingegneria Informatica S.p.A. that will be published according to legal requirements at the headquarters of Borsa Italiana S.p.A., and on the company's website, and elsewhere as foreseen by Consob in its regulations, contains the Engineering Ingegneria Informatica S.p.A. financial year draft financial statements and consolidated financial statement, together with the management report and certification as set out in article 154-bis, paragraph 5, of the Leg. Decree February 24 1998, no. 1998 ( "T.U.F.", (Testo Unico Finanziario [Consolidated Law on Financial Intermediation]). The audit reports drawn up by the Board of Statutory Auditors and the Report of the Management Control Committee shall be made available to the public together with the Annual Financial Statements.

Please refer to these documents.

Item 2) with reference to the second item on the agenda, the Board of Directors invites the Shareholders' Meeting to express an advisory vote on Section I of the Remuneration Report pursuant to article 123-ter of the TUF (Testo Unico Finanziario [Consolidated Law on Financial Intermediation]). Please note that the remuneration report was approved by the Board of Directors during the meeting on March 9, 2016, on the proposal by the remuneration committee and is divided into two sections:

• Section I: this explains the company policy on remuneration for the members of the administrative body, the general directors and the executive managers with strategic responsibilities, with reference at least to the subsequent financial year and the procedures used for the adoption and implementation of said policy;

• Section II: for the fees paid to directors, general directors and the executive managers with strategic responsibilities, each identified by name, it provides an adequate representation of each of the entries comprising remuneration, including amounts provided for in the event of the termination of the appointment and explains analytically the fees paid in the financial year ended December 31, 2015.

The contents of this report have also been defined in compliance with Attachment 3A - Sheet 7-bis of the Consob Regulations nr. 11791/1999 and subsequent amendments.

Please note that pursuant to article 123-ter, paragraph 6, of the TUF, the shareholders' meeting is called on to decide in favor or against the Remuneration Policy (Section I of the Remuneration Report). This resolution is not binding.

Pursuant to article 123-ter of the TUF, the Remuneration Report is published according to the law at the company's headquarters, on the internet site of the Company www.eng.it, in the section "Investor Relator" and with the other procedures established by Consob.

Now therefore, we invite the Shareholders to deliberate on Section I of the Remuneration Report, for or against, by advisory vote (non-binding resolution) pursuant to and in accordance with article 123-ter, paragraph 6, of Legislative Decree 58/1998.

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The Board of Directors shall finally notify that all votes will be carried out pursuant to article 10 of the Procedural Regulations for Shareholders' Meetings, by a show of hands or otherwise indicated by the Chairman at the time of each vote.

Rome, March 15, 2016

for the Board of Directors The Chairman Mr Michele Cinaglia, Engineer