Mare Engineering Group — Interim / Quarterly Report 2015

May 14, 2015

ENGINEERING INGEGNERIA INFORMATICA S.p.A.

SEDE IN ROMA - VIA SAN MARTINO DELLA BATTAGLIA, 56 CAPITALE SOCIALE SOTTOSCRITTO E INTERAMENTE VERSATO EURO 31.875.000 CODICE FISCALE E ISCRIZIONE AL REGISTRO IMPRESE DI ROMA N. 00967720285 C.C.I.A.A. N. 531128

INTERIM REPORT ON OPERATIONS

AT MARCH 31, 2015

BOARD OF DIRECTORS' REPORT

ON MANAGEMENT PERFORMANCE OF THE ENGINEERING GROUP

1.	CORPORATE BOARDS 3
2.	GROUP ACTIVITIES 5
3.	9 SCOPE OF CONSOLIDATION
4.	FORM, CONTENT AND ACCOUNTING PRINCIPLES 10
5.	BUSINESS PERFORMANCE 12
6.	NET FINANCIAL POSITION13
7.	SIGNIFICANT EVENTS OCCURRED DURING THE QUARTER13
8.	SIGNIFICANT EVENTS AFTER THE CLOSE OF THE QUARTER 14
9.	INFRAGROUP OPERATIONS 14
10.	TREASURY SHARES 15
11.	OTHER INFORMATION 15
12.	OUTLOOK 16
13.	17 CERTIFICATION IN COMPLIANCE WITH ART. 154 - BIS PARAGRAPH 2 D. LGS. N. 58/1998

1. CORPORATE BOARDS

The Board of Directors, as deliberated by the Shareholders' General Meeting held on April, 24,2015 has been appointed for the next three-year period 2015-2017, as following:

Michele Cinaglia	Chairman
Paolo Pandozy	Chief Executive Officer
Marilena Menicucci	Director
Armando Iorio	Executive Director
Massimo Porfiri	Independent Director
Giuliano Mari	Independent Director
Dario Schlesinger	Independent Director
Alberto De Nigro	Independent Director
Gabriella Egidi	Independent Director
Jörg Zirener	Independent Director

The so-called "one-tier" governance system adopted by Engineering Ingegneria Informatica S.p.A. requires that the Internal Control and Risk Management Committee, established within the Board of Directors, be entirely composed of independent directors. The Remuneration Committee, the Appointments Committee, and the Committee for Transactions with Related parties are comprised only of independent directors.

___________________________________________________________________________________________

Lead Independent Director Giuliano Mari

Director in charge of the internal Control and Risk Management System Paolo Pandozy

Internal Control and Risk Management Committee

Chairman Jörg Zirener Members Massimo Porfiri Gabriella Egidi

Remuneration Committee

Chairman Dario Schlesinger Members Massimo Porfiri Giuliano Mari Jörg Zirener

Appointments Committee

Chairman Massimo Porfiri Members Giuliano Mari Alberto De Nigro

Committee for Transactions with related partie

Chairman Giuliano Mari Members Alberto De Nigro Dario Schlesinger

Supervisory Board

Chairman Alberto De Nigro Members Massimo Porfiri Dario Schlesinger

Executive Responsible

Armando Iorio

Independent Auditors

Deloitte & Touche S.p.A.

Specialist

BANCA IMI S.p.A.

2. GROUP ACTIVITIES

The Group Engineering Ingegneria Informatica (hereafter denominated Engineering Group, or Group, or Engineering) is the leading domestic provider of integrated ICT services, products and consultancy. The company was founded in Padua on 6 June 1980 and has been listed on the FTSE STAR segment of the Italian Stock Market since December 2000.

With approx. 7,500 employees, 40 offices throughout Italy, the EU and Latin America and with an agent in the United States, the Group derives approx. 15% of revenues abroad and manages IT initiatives in over 20 countries with projects for the Industry, Telecommunications, Banking and Public Administration sectors.

The Group operates in the outsourcing and Cloud Computing market through an integrated network of 6 data centers located in Pont St. Martin (Aosta), Turin, Padua, Vicenza, Milan and Rome, which manages approx. 300 clients with an infrastructure corresponding to the highest technological, qualitative and security standards.

The Engineering market consists of medium-large clients, both in the private (banks, insurance companies, industry, services and telecommunications) and in the public sector (healthcare, local and central public administration and defence) to which SMEs and small municipalities have now been added, for which dedicated offers are targeted in the areas of ERP-CRM and tax collection, respectively.

The Group plays a leadership role in software research, coordinating a number of national and international projects through a network of scientific partners and universities across Europe. It develops Cloud computing solutions and operates in the Open Source community.

The Group operates in Software and IT Services, with a market share of around 8% in Italy and a leading position in numerous vertical sectors, due to a wide range of proprietary solutions, from banking compliance (SISBA, ELISE), to Billing and CRM for Utilities (NET@Suite), to integrated diagnostics and administration solutions for Healthcare (AREAS), WFM systems (OverIT) and mobile platforms for TLC.

In relation to system integration, application management and outsourcing, the Group's market share considerably exceeds 10%.

As a result of its business model, the Group creates tangible value in its various areas of operation, and can meet the needs of its existing and potential clients and define, plan and develop concretely efficiency and effective IT strategies.

	田昌亨武 PA& Healthcare	$\bigoplus$ $\bigoplus$ $\bigoplus$ $\bigoplus$ Utilities & Telco	í ⊞⊞ ₩ Industry & Services	000 Finance
Verticals	Portals & $\checkmark$ Collaborations E-Government ✓ Smart Cities, Energy, $\checkmark$ Grid Clinical & $\checkmark$ Emergency Management E-Procurement Tax-management and evasion investigation	Monitoring ✓ Metering ✓ Billing $\checkmark$	Driveline Testing $\checkmark$ Solutions Manufacturing $\checkmark$ execution systems Automation Controls	Payments Settlement ✓ Compliance ✓ E - Banking ✓ Governance ✓ Credit ✓ Management
Cross	Augmented Reality Big Data ✓ Security CLOUD $\checkmark$	$\checkmark$ Web 2.0 Search Engines $\checkmark$ Mobile Computing $\checkmark$ Intelligent Network $\checkmark$	Performance & Risk Management Business Intelligence ✓ Analytics $\checkmark$ $\checkmark$ BPM	GIS $\checkmark$ PLM $\checkmark$ CRM $\checkmark$ BPO $\checkmark$

3. SCOPE OF CONSOLIDATION

The following companies are included in the scope of consolidation:

* Sicilia e-Servizi Venture S.c.r.l. in liquidation

At March 31, 2015 the Engineering Group company structure is composed by 16 companies on which the parent company wields coordination, business and management activities.

4. FORM, CONTENT AND ACCOUNTING PRINCIPLES

With relation to the implementation of the policy on Transparency and complying with the communication n°1814 of 28/1/2008 issued by Borsa Italiana and provisions of Consob communication of 30/4/2008 DEM/8041082, the information contained herein has been drafted according to the instructions contained in the Art. 154-ter "Financial Reports" of the Testo Unico della Finanza, introduced by Legislative Decree 195/2007.

Economic and financial results herein contained have been drafted in compliance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS), validated by the European Union, as well as to all relevant interpretations of the International Financial Reporting Interpretation Committee (IFRIC) and of the Standing Interpretation Committee (SIC).

The companies included within the scope of the consolidation have been consolidated lineby-line, with the exception of the ones that are not operative and winding-up which at the close of the quarter do not have significant economic e equity figures, the accounting period of the controlled companies and the one of the parent company is the same.

All evaluations have been made considering the Group continuing the activities in the foreseeable future.

Achieved results as at March 31, 2015 include the companies shown in the scheme on previous page.

Consolidated income statement represents the progressive situation as at the date and the one of the reference quarter compared with the same periods of previous year.

In this present report, some alternative performance indicators not envisaged by IFRS are used, in line with recommendation CESR/05-178b published on November 3, 2005.

In particular, Ebitda (Gross Operating Margin) is calculated, with reference to the income statement, from the operative income gross of amortizations, provisions and write-downs. Ebit, instead, matches with the operating income.

Furthermore, in the same way for all intermediate periods shown, some estimates and assumptions have been made, which affect economic values and assets. In the future, if these estimates and assumptions, based on management's best evaluations, should differ from actual happenings, they will be modified in the period in which these circumstances will occur.

These evaluations are inspired to the principle of fairness and take into account standard procedures, past experiences, as well as market conditions.

Net financial position figures are compared with previous quarter closing figures and with last financial year figures.

___________________________________________________________________________________________

Values in this quarterly report are expressed in millions of Euros.

5. BUSINESS PERFORMANCE

			(Amounts in €mn)
		1 / 1 - 31 / 03
ECONOMIC FIGURES	2014	2015	yoy
Net revenues	192.0	193.2	0.6%
Other revenues and income	6.5	7.3
Total revenues	198.6	200.6	1.0%
Raw materials, consumables and goods	2.3	2.4	3.9%
Services	72.5	72.2	-0.4%
Personnel	104.3	106.1	1.7%
Other overhead costs	2.8	2.3	-20.5%
Production costs	182.0	183.0	0.5%
Gross operating result (EBITDA)	16.6	17.6	6.1%
% on net revenues	8.6%	9.1%
Operating result (EBIT)	10.3	13.2	27.9%
% on net revenues	5.4%	6.8%
Result before taxes (EBT)	9.9	13.0	30.5%
% on net revenues	5.2%	6.7%

The consolidated income statement of the first quarter 2015 shows a growth in revenues and a significant additional increase in profitability levels, with an improvement of all economic indicators:

• total revenues registered an amount of €200.6 mn, +1.0% yoy;
• gross operating result (EBITDA) of the period grew by 6.1% (+1.0 yoy);
• result before taxes (EBT) reached €13 mn, +30.5% on the same quarter 2014 (€9.9 mn);
• net financial position showed a positive balance of €+106.2 mn compared with €+36.7 mn registered at the end March 2014 and € +121.4 mn at the end of December 2014;
• at March 31, 2015 group headcount totalled €7,492 employees, +102 units compared with 7,390 units registered at the end of 2014 and to 7,233 units registered in the same period of previous year.

6. NET FINANCIAL POSITION

As at March 31, 2015 net financial position is positive at €106.2 mn, compared with €+36.7 mn of the same period 2014 and €+121.4 mn at the end of 2014.

			(Amounts in €mn)
NET FINANCIAL POSITION	31 / 03 / 2014	31 / 12 / 2014	31 / 03 / 2015
Non current financial liabilities	(16.7)	(46.6)	(40.0)
Liquid cash	134.7	190.6	173.5
Current financial liabilities	(81.3)	(22.6)	(27.3)
TOTAL NET FINANCIAL POSITION	36.7	121.4	106.2

7. SIGNIFICANT EVENTS OCCURRED DURING THE QUARTER

Main events:

• on January 9, 2015 JP Morgan Chase & Co. sold the holding in Engineering (equal to 29.158% of the share capital and held via OEP Italy Tech Due S.r.l., already holding the significant investment in Engineering) to OEP Secondary Fund GP LTD;
• on January 28, 2015 Engineering Ingegneria Informatica S.p.A. acquired 51% of the share capital of WebResults S.r.l., with registered office in Treviolo (BG). Likewise the parties agreed on selling the residual 49% to Engineering Ingegneria Informatica S.p.A. in phases. The Company's entire shareholding is expected to be purchased within December 31, 2017;
• on March 11, 2015 the Shareholders' Meeting amended the Articles of Association by increasing the number of directors (from 11 to 13) and adjusting it to the regulatory provisions of Law 120 of July 12, 2011 concerning the balance between genders in the composition of the bodies of administration and control;

• On March 25, 2015 Engineering Ingegneria Informatica S.p.A. set-up the new-co ENGNOR AS in Norway, headquartered in Oslo. With this operation Ingegneria Informatica S.p.A. owns the 100% of the share capital in the company.

8. SIGNIFICANT EVENTS AFTER THE CLOSE OF THE QUARTER

Main events:

• on April 16, 2015 Engineering Ingegneria Informatica S.p.A. acquired an additional 15% of the share capital from the minority stakeholder of the company MHT S.r.l.. As a result of this operation Engineering Ingegneria Informatica S.p.A. holds 85% of the company MHT S.r.l.;
• the Shareholders' General Meeting, held on April 24, 2015 deliberated:
• to distribute a portion of net profit equal to €20.000.000 as dividends, at the rate of €1.64517 for each ordinary share in circulation;
• to pay the dividend as at May 27, 2015, with ex dividend date as of May 25, 2015;
• to appoint the new Board of Directors and to appoint Michele Cinaglia as Chairman of the Board of Directors;
• to appoint Jörg Zirener as Chairman of the Internal Control and Risk Management Committee.

9. INFRAGROUP OPERATIONS

Pursuant to Consob recommendation no. 97001574 of February 20, 1997 this is to certify that operations within the Group took place at normal market conditions and there were no atypical operations and operations with related parties. It should be noted that relations among Engineering Group companies consist mainly of the supply of services required in customer projects, generating shared revenues/costs for €13.7 mn.

10. TREASURY SHARES

On April 24, 2015 the Shareholders' General meeting voted in favour of a treasury share buyback plan up to a maximum of 2.500.000 shares, within a maximum time period of 18 (eighteen) months.

As at March 31, 2015 treasury shares held totalled n. 343,213 for a value of €7,998,042.69, recorded as a reserve under net equity, in accordance with IAS 32, at an average carrying value of €23.968 per share.

At the date of approval of the present report, the number of treasury shares held in the portfolio of the company remained the same.

11. OTHER INFORMATION

Following the initiatives communicated at the approval of the financial statements 2014, all actions, judicial proceedings included, are continuing, aiming at recovering the outstanding credits claimed to Sicilia e-Servizi S.p.A., on behalf of the controlled company Sicilia e-Servizi Venture S.c.r.l.

At the date of the approval of this report, the outstanding credits of Sicilia e-Servizi Venture S.c.r.l., owned by Engineering Ingegneria Informatica through a stake of 65% of the share capital, against Sicilia e-Servizi S.p.A., fully owned by the Regione Siciliana, amount to more than €106 mn, made-up by issued invoices, invoices to be issued, and work in progress.

12. OUTLOOK

The first quarter 2015 is characterized by a growth in revenues of 1%, with a significant additional increase in profitability levels, a result of the continuous attention toward the optimization of the productive structure and a careful selection of projects which, in a highly competitive domestic market, can guarantee adequate profitability margins.

The first quarter 2015 results allow us to confirm what has been already announced in phase of approval of financial statements 2014 with regards to growth estimates for the current year.

13. CERTIFICATION IN COMPLIANCE WITH ART. 154 - BIS PARAGRAPH 2 D. LGS. N. 58/1998

CERTIFICATION IN COMPLIANCE WITH ART. 154 - BIS , PARAGRAPH 2, LGS. DECREE N. 58/1998 DATED FEBRUARY 24, 1998 AND SUBSEQUENT INTEGRATIONS

SUBJECT: Third Quarter Report, as at March 31, 2015

The undersigned Armando Iorio, in the position of Manager assigned to preparing accounting documents of Engineering Ingegneria Informatica S.p.A., certifies that the economic and financial figures shown on this quarterly report as at March 31, 2015 correspond to the results of accounting records, as provided by art. 154 bis, paragraph 2, Lgs. Decree n 58/1998.

Rome, May 13, 2015

The Executive Responsibile for the preparation of corporate accounting documents

Armando Iorio

ENGINEERING GROUP

			(Amounts in €mn)
	1 / 1 - 31 / 03
ECONOMIC FIGURES	2014	2015	yoy
Net revenues	192.0	193.2	0.6%
Other revenues and income	6.5	7.3
Total revenues	198.6	200.6	1.0%
Raw materials, consumables and goods	2.3	2.4	3.9%
Services	72.5	72.2	-0.4%
Personnel	104.3	106.1	1.7%
Other overhead costs	2.8	2.3	-20.5%
Production costs	182.0	183.0	0.5%
Gross operating result (EBITDA)	16.6	17.6	6.1%
% on net revenues	8.6%	9.1%
Operating result (EBIT)	10.3	13.2	27.9%
% on net revenues	5.4%	6.8%
Result before taxes (EBT)	9.9	13.0	30.5%
% on net revenues	5.2%	6.7%

(Amounts in €mn)

NET FINANCIAL POSITION	31 / 03 / 2014	31 / 12 / 2014	31 / 03 / 2015
Non current financial liabilities	(16.7)	(46.6)	(40.0)
Liquid cash	134.7	190.6	173.5
Current financial liabilities	(81.3)	(22.6)	(27.3)
TOTAL NET FINANCIAL POSITION	36.7	121.4	106.2