Mare Engineering Group — Interim / Quarterly Report 2016

May 16, 2016

ENGINEERING INGEGNERIA INFORMATICA S.p.A.

HEADQUARTERS IN ROME, VIA SAN MARTINO DELLA BATTAGLIA, 56 UNDERSIGNED AND FULLY PAID UP SHARE CAPITAL €31,875,000 TRADE REGISTER NO. 00967720285 ROME CHAMBERS OF COMMERCE REA NO. 531128

INTERIM REPORT ON OPERATIONS AS OF MARCH 31, 2015

BOARD OF DIRECTORS' REPORT

ON MANAGEMENT PERFORMANCE OF THE ENGINEERING GROUP

1.	CORPORATE BOARDS 3
2.	GROUP ACTIVITIES 5
3.	SCOPE OF CONSOLIDATION 9
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 OCCURRED AFTER THE CLOSE OF THE QUARTER 14
9.	16 INFRAGROUP OPERATIONS
10.	TREASURY SHARES 16
11.	OTHER INFORMATION 17
12.	OUTLOOK 17
13.	CERTIFICATION IN COMPLIANCE OF ART. 154 – BIS PAR. 2 D. LGS. N. 58/1998 18

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 parties

Chairman Giuliano Mari Members Alberto De Nigro Dario Schlesinger

Supervisory Board (*)

Chairman Roberto Fiore Members Spartaco Pichi Amilcare Cazzato

Executive Reponsible

Armando Iorio

Auditors

Deloitte & Touche S.p.A.

Specialist

BANCA IMI S.p.A.

(*) The Supervisory Board, following the resolution approved by the Board of Directors of Engineering Ingegneria Informatica S.p.A. on August 5, 2015, has been reappointed.

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. 8,300 employees, 40 offices throughout Italy, EU, Scandinavian Region, Latin America and a presence in the United States, the Group derives approx. 10% 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 is organized in four market divisions: Finance, Industry, Telco & Utilities and Public Administration. Engineering cover an important position in all the vertical sectors it operates in. The market share in Italyh in the Software and IT Services are equals about 9% with a wide range of proprietary solutions:

• Banking compliance (SISBA and ELISE);
• billing and CRM for Utilities (NET@Suite);
• integrated diagnostics and administration solutions for Healthcare (AREAS);
• work force management systems (GEOCALL);
• mobile platforms for Telco;
• systems for the management of municipal revenues;
• business intelligence analytics systems (Knowage).

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.

Projects Services System integration Outsourcing Consulting Application Management Cloud			Software Proprietary Solutions

3. SCOPE OF CONSOLIDATION

The following companies are included in the scope of consolidation:

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

As of March 31, 2016 the Engineering Group company structure is composed by 17 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, 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 of March 31, 2016 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, the involvement of external resources, 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

ENGINEERING GROUP

			(millions of Euros)
	1 / 1 - 31 / 03
ECONOMIC FIGURES	2015	2016	yoy
Net revenues	193.2	203.3	5.2%
Other revenues	7.3	7.8
Total revenues	200.6	211.0	5.2%
Raw materials, consumables and goods	2.4	2.5	4.8%
Services	72.2	76.4	5.8%
Personnel	106.1	112.1	5.6%
Other overhead costs	2.3	2.1	-7.5%
Production costs	183.0	193.1	5.5%
Gross operating result (EBITDA)	17.6	17.9	1.9%
% on net revenues	9.1%	8.8%
Operating result (EBIT)	13.2	13.8	4.8%
% on net revenues	6.8%	6.8%
Result before taxes (EBT)	13.0	13.0	0.2%
% on net revenues	6.7%	6.4%

The first quarter 2016 income statement highlights a Group growing both in production volumes as well as in economic and financial results:

• Total revenues registered a positive result of €211.0 mn, +5.2% yoy;
• Gross operating result (EBITDA) for the quarter grew by 1.9% (+0.3 mn yoy);
• Net financial position came in at € +159.1 mn compared with €+106.2 mn registered in March 2015 and €+152.9 mn in December 2015;
• As of March 31, 2016 Group headcount registered 8,279 employees, +143 units on 8,136 units at the end of 2015 (7,492 units in the same period of the previous year).

6. NET FINANCIAL POSITION

As of March 31 2016, the net financial position is positive at €159.1 mn compared with €+106.2 mn of the same reference period 2015 and € +152.9 mn registered at the end of 2015. The increase in non current financial liabilities mainly relates to the acquisition of a loan of €50.0 mn issued by E.I.B. during the month of 2016.

			(millions of Euros)
NET FINANCIAL POSITION	31 / 03 / 2015	31 / 12 / 2015	31 / 03 / 2016
Liquid Cash	173.5	219.3	264.8
Current financial assets	1.7	1.3	1.4
Current financial liabilities	(28.9)	(33.8)	(34.4)
Non current financial liabilities	(40.0)	(34.0)	(72.6)
TOTAL NET FINANCIAL POSITION	106.2	152.9	159.1

___________________________________________________________________________________________

7. SIGNIFICANT EVENTS OCCURRED DURING THE QUARTER

No significant events occurred during the quarter.

8. SIGNIFICANT EVENTS OCCURRED AFTER THE CLOSE OF THE QUARTER

Main events:

• On April 1, 2016, Engineering Ingegneria Informatica S.p.A. acquired the business units from Engineering Excellence Center S.r.l. specialized in processes, activities and IT services for the implementation of advanced logistics SAP solutions.
• On April 14, 2016, Engineering Ingegneria Informatica S.p.A. acquired from the controlled company MHT S.r.l. the remaining 15% stake of the company's shares. As a result of this operation Engineering Ingegneria Informatica S.p.A. now holds 100% of MHT S.rl. share capital.
• On April 29, 2016,the company's Shareholders' General Meeting approved the Annual Accounts as of December 31, 2015 as presented by the Board of Directors, carrying forward the net profit of the year, amounting €49,812,553.
• On April 22, 2016, pursuant to article 114 of D. Lgs. 58 of February 24, 1998, the agreement for the purchase of participations equal to 44.30% of the share capital of Engineering Ingegneria Informatica S.p.A. (hereafter Engineering) by MIC Bidco S.p.A. has been signed:
• • The investment agreement has been intended to govern a transaction which provides for the purchase by the Renaissance e Apax VIII, through Holdco, Newco and Bidco, of the initial participation and the consequent launch by Bidco of a mandatory tender offer on the remaining Engineering's ordinary shares, other than the shares held by Bidco.

It must be also highlighted that Michele Cinaglia, Engineering's founder and Chairman, together with the company top management, has invested a stake of his share in the new-co mentioned above, with the clear objective of maintaining Engineering's position as a leading IT services provider in Italy and expanding abroad.

• • On May 3, 2016, MIC Bidco S.p.A. filed in CONSOB the offer document to be published, concerning the mandatory tender offer pursuant to Articles 106 and 109 of the TUF on maximum no. 6,962,072 ordinary shares of Engineering Ingegneria Informatica S.p.A. for a value to be paid to the persons tendering the offer of €66.00 per share tendered to the mandatory tender offer, and for a maximum value, in case of total acceptance of the offer, of € 459,496,752.
• • On May 4, 2016, CONSOB confirmed that there aren't any elements which lead to believe that the agreements provided in the context of the transaction disclosed to the market imply a further economic advantage for the industrial shareholders and top managers.
• • Further details on the status of the transaction can be found on the website www.eng.it in the section Investor Relations OPA.
• On May 11, 2016 a binding agreement has been signed for the acquisition from the German Group F-Net AG of a 51% stake of the two companies DST Consulting GmbH and EMDS GmbH, both fully owned by 100% F-Net AG, active in Germany.

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 €18.3 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 of March 31, 2016 treasury shares held totalled n. 343,213 (2.746%) 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 2015, 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 about €100 mn, made-up by issued invoices, invoices to be issued, and work in progress.

12. OUTLOOK

The first quarter, with a growth exceeding 5%, allows us to estimate for the current year a further growth of the company in the domestic market, driven by the first signs of economic recovery of the investments in the industry and finance markets.

The recent acquisitions of the two companies DST Consulting GmbH and EMDS GmbH represent for the Group an important opportunity of development in the German market.

Restructuring activities of the Brasilian controlled company are being undertaken (-3.3% of Group revenues), due to the economic and political situation of the country.

13. CERTIFICATION IN COMPLIANCE OF ART. 154 – BIS PAR. 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: First Quarter Report, as of March 31, 2016

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, 2016 correspond to the results of accounting records, as provided by art. 154 bis, paragraph 2, Lgs. Decree n 58/1998.

Rome, May 13, 201

The Executive Responsible for the preparation of corporate accounting documents

ENGINEERING GROUP

			(millions of Euros)
	1 / 1 - 31 / 03
ECONOMIC FIGURES	2015	2016	yoy
Net revenues	193.2	203.3	5.2%
Other revenues	7.3	7.8
Total revenues	200.6	211.0	5.2%
Raw materials, consumables and goods	2.4	2.5	4.8%
Services	72.2	76.4	5.8%
Personnel	106.1	112.1	5.6%
Other overhead costs	2.3	2.1	-7.5%
Production costs	183.0	193.1	5.5%
Gross operating result (EBITDA)	17.6	17.9	1.9%
% on net revenues	9.1%	8.8%
Operating result (EBIT)	13.2	13.8	4.8%
% on net revenues	6.8%	6.8%
Result before taxes (EBT)	13.0	13.0	0.2%
% on net revenues	6.7%	6.4%

(millions of Euros)

NET FINANCIAL POSITION	31 / 03 / 2015	31 / 12 / 2015	31 / 03 / 2016
Liquid Cash	173.5	219.3	264.8
Current financial assets	1.7	1.3	1.4
Current financial liabilities	(28.9)	(33.8)	(34.4)
Non current financial liabilities	(40.0)	(34.0)	(72.6)
TOTAL NET FINANCIAL POSITION	106.2	152.9	159.1