Mare Engineering Group — Remuneration Information 2016

May 11, 2016

Remuneration report 232

As per Art. 123-ter of the Consolidated Law on Finance of Engineering Ingegneria Informatica S.p.A. www.eng.it

1. Definitions

In this Procedure, the following terms have the following meaning:

Independent Directors: the Independent Directors, as per the Corporate Governance Code, with which the Company declares compliance in accordance with Art. 123-bis, paragraph 2 of the Consolidated Law on Finance.

Executive Directors: (a) the Executive Directors of the Issuer or of a subsidiary with strategic importance, including the related Chairmen and Vice Chairmen, when they are vested with individual powers of management or when they play a specific role in the strategies of the business; (b) directors which hold decision-making offices within the Issuer or within a subsidiary company with strategic importance, or in the Parent Company if the appointment also concerns the Issuer.

Corporate Governance Code: the Corporate Governance Code approved by the Corporate Governance Committee in March 2006 and following updating, to which the Company voluntary adheres.

Committee: the Remuneration Committee appointed by the Board of Directors of Engineering Ingegneria Informatica S.p.A. on April 24, 2015, and comprising 4 members chosen from among the Independent Directors of the Board of Directors of the Company. The current members are: Dario Schlesinger (Chairman), Giuliano Mari, Massimo Porfiri and Jörg Zirener.

General Managers: the executives with decision-making tasks in a Division of the Company.

Managers with strategic responsibilities: the executives with planning, decision-making and control powers and responsibilities of the Issuer's activities.

Report: this document.

Regulation: the "Regulation enacting the provisions concerning transactions with related parties", adopted by Consob with Resolution No. 17221 of March 12, 2010, as subsequently amended and supplemented.

Issuers' Regulations: the Regulations adopted with Resolution No. 11791 of May 14, 1999 and subsequent integrations and amendments (the "IR").

Website: www.eng.it.

Company: Engineering Ingegneria Informatica S.p.A..

Consolidated Law on Finance: the Legislative Decree No. 58 of February 24, 1998 ("TUF", hereinafter also CLF) and subsequent amendments and integrations.

* * * * *

2. Introduction

The present Report has been prepared by the Company in compliance with provisions set forth by Art. 123-ter of the Consolidated Law on Finance, as subsequently amended, Art. 84-quater and Attachment 3A, Scheme 7-bis of the Issuers' Regulations, as subsequently amended, as well as Art. 6 of the Corporate Governance Code.

This Report, approved by the Board of Directors, upon favourable opinion of the Committee, identifies the general terms of the Remuneration Policy adopted by the Company and it comprises two sections:

(i) the first section describes the policy adopted by Engineering Ingegneria Informatica S.p.A. as regards remuneration of the members of the Board of Directors, the General Managers, and the Executives with strategic responsibilities for 2016. This section is subject to the consulting vote of the Shareholders' Meeting called for the approval of the financial statements as of December 31, 2015;

(ii) the second section supplies detailed information on remunerations paid to the above-mentioned subjects over the year 2015.

As envisaged by Regulation no. 17221 of March 12, 2010 concerning transactions with related parties, as enacted in the Procedure adopted by the Company, this document and its contents are not subject to procedures established in relation to transactions with related parties.

Taking account of common remuneration practices and the opinion of the Committee, the Board of Directors deems that the Remuneration Policy drawn up in this document is appropriate to attract, remunerate and motivate directors and executives holding the necessary professional skills to successfully achieve the Company's targets.

* * * * *

Section I

The Remuneration Policy

1. a) Boards and Subjects involved in preparing and approving the Remuneration Policy

In the preparation and approval of the Remuneration Policy the following subjects were involved: Finance and Control General Department, Corporate Affairs Department, Human Resources Department, Legal Affairs Department, as well as the Committee and the Board of Directors. The Remuneration Committee annually evaluates the Remuneration Policy and submits a proposal to the Board of Directors regarding the Company's Remuneration Policy, at the latest during the meeting of the Board of Directors held to resolve on the call of the Shareholders' Meeting to approve the annual financial statements and express an opinion on Section I of the Report.

The Board of Directors evaluates and approves the Remuneration Policy and related Report, pursuant to Art. 123-ter of the Consolidated Law on Finance.

The Company's Shareholders' Meeting, called to approve the annual financial statements, pursuant to Art. 2364, paragraph 2, of the Italian Civil Code and through advisory vote, expresses a favourable or unfavourable evaluation on Section I of the Remuneration Policy.

Pursuant to recommendations set out by Art. 6, paragraph 5 of the Corporate Governance Code, the adequacy, comprehensive consistency and implementation of the Remuneration Policy are periodically assessed by the Remuneration Committee.

The Remuneration Policy for 2016 was approved by the Remuneration Committee on March 9, 2016 and by the Board of Directors on March 9, 2016.

1.b) Role, composition and tasks of the Remuneration Committee

The Remuneration Committee is currently entirely composed of Independent Directors, Dario Schlesinger (Chairman), Massimo Porfiri, Giuliano Mari and Jörg Zirener, all with adequate accounting and financial knowledge.

The Committee is entrusted the duties and the powers as described in detail in Art. 6 of the Code and by applicable legal and regulatory provisions.

In particular, this Committee is assigned the following consultative and proposal-making tasks:

• a) it submits for approval the Board of Directors proposal on the remuneration on Directors and Executives with strategic responsibilities, periodically assessing the adequacy, comprehensive consistency and implementation of the policy adopted;
• b) it makes proposals or expresses opinions to the Board of Directors on the remuneration of Executive Directors and other Directors with special tasks, as well as on the definition of performance targets connected with the variable component of remuneration, while monitoring the application of measures adopted by the Board itself and especially verifying the actual achievement of performance targets;
• c) it evaluates the annual report on remuneration beforehand.

The Committee also supports the Chief Executive Officer and performs corporate functions aimed at making use of corporate resources at best.

The Remuneration Committee meets whenever required to correctly perform its functions and in any case always before every meeting of the Board of Directors in which the agenda foresees issues under its competence. The Committee met four times in 2015.

The other Directors or other representatives of the Company can be invited to attend the Remuneration Committee's meetings, without vote right and provided that they have no personal interest in the issues in the agenda.

2. Independent Experts

Independent and external Experts of the Issuer have not been employed in the preparation of the Remuneration Policy.

3.a) Aims of the Remuneration Policy, principles underlying it and changes with respect to financial year 2014

The aims and the principles under which the present Report was drawn up are those already utilised in the remunerative choices of the Company towards management. In particular, the remuneration is proposed in consideration of the interests of the Company, whose primary objective is to create value for Shareholders in the medium-long term, aligning these interests with those of the Executive Directors, the General Managers and Executives with strategic responsibilities, and connecting a portion of their remuneration to the achievement of previously set performance objectives. In particular, in order to strengthen the connection between remuneration and the Company's medium and long-term interest, the Remuneration Policy of these subjects is based on fixed and variable components according to the complexity of roles played and performance levels (corporate and individual); all in compliance with prior years. For the Non-executive/ Independent Directors, remuneration considers instead any involvements on one or more committees, with allocations differing based on responsibilities and appointments.

3.b) Changes in the Remuneration Policy

Following the introduction of a new recommendation in the Corporate Governance Code regarding the return of variable remuneration paid to Executive Directors or Directors with special tasks and/or Executives with strategic responsibilities based on figures which turned out to be undoubtedly incorrect (6.C.1 criterion, letter f), the Company's Board of Directors that met on November 14, 2014 resolved on adopting special contract agreements, to reflect the new recommendation, and aiming at allowing that the Company receives, in whole or in part, the amounts of remuneration paid on the basis of figures which turned out to be undoubtedly incorrect (clawback provision).

Manifest incorrect figures mean the data that are used to assess whether the targets have been achieved in compliance with the various incentive plans and to which the exercise of these rights is related. The manifest error can be due to: (i) a manifest error in calculating results, which might involve the achievement of a target that would have not been achieved without the material error; (ii) an unlawful alteration of data used for the achievement of the targets; (iii) the achievement of the targets through behaviours against corporate or legal regulations.

However, it is expressly understood that, in the last two cases, the Company reserves the right to issue a claim against the subjects responsible for such actions within the manner and terms required by law.

In the meeting held on April 24, 2015, while renewing the executive offices, following the appointment of the new Board of Directors, as resolved, on the same day, by the Shareholders' Meeting, the Board of Directors confirmed the necessity to comprise the clawback provision in the contract agreements with executive directors or managers with special offices.

4. Policies regarding the fixed and variable components of remuneration and performance targets

Directors with special proxies (Executive Directors), as well as General Managers and Executives with strategic responsibilities receive a remuneration comprising a fixed and a variable component, the latter linked to the achievement of specific performance targets, previously set out by the Company.

The gross annual component of remuneration is determined based on skills and experience and remunerates the management according to the role played and responsibilities undertaken by the manager. In determining this remuneration component, the Company takes into account practices adopted by similar companies acting in the same sector, consistently with the characteristics of the corporate business.

The variable component must relate to the achievement of preset targets, connected with the creation of value over time for the Company and Shareholders.

More specifically, the variable component of remuneration is related to the achievement of both short-term and medium/long-term targets, which are set in advance, measurable and strictly connected with the creation of value.

These targets are defined by the Board of Directors, with the support of the Remuneration Committee, in compliance with the guidelines set out by the Remuneration Policy.

5. Remuneration of Directors

The members of the Board of Directors are eligible to receive the reimbursement of expenses borne in the fulfilment of their office and a fixed remuneration, decided by the Board of Directors based on the annual gross total remuneration determined by the Shareholders' Meeting upon their appointment.

The extent of the above remuneration is proportionate to the commitment required and shall be in any case

consistent with common practice in Italy regarding the members of Board of Directors of similar companies. In particular, the remuneration of non-executive Directors comprises a fixed annual remuneration, which is currently the same for all non-executive Directors.

In relation to Directors who are assigned special tasks, or who attend Committees created within the Board of Directors, an additional fixed remuneration will be granted by the Board of Directors, in light of the greater commitment required.

As already highlighted, the Remuneration Policy for Executive Directors envisages that an adequate balancing between the fixed and variable components be present and that, within the latter component, a balance should be present between the short and medium-long period. Moreover, as already highlighted, on November 14, 2014 and then on April 24, 2015, the Board of Directors resolved on adopting agreements aimed at granting the Company the right to ask for the return of remuneration variable components in the event such components are paid based on figures that turned out to be clearly incorrect (clawback provision).

Reference is made to the approval by the Shareholders' Meeting held on April 24, 2015, which confirmed the resolution taken by the Shareholders' Meeting held on May 15, 2014, regarding the granting of post employment benefits to the members of the Board of Directors, in the persons appointed by the Shareholders' Meeting held on April 24, 2012 and still in office at the date of the aforesaid meeting (excluding Michele Cinaglia and Marilena Menicucci, as they are also shareholders with the relative majority) in the event of end of office or early termination of the mandate for any reason whatsoever, except in the case the mandate is revoked for just cause or voluntary resignation not determined by just cause. Resignation for just cause includes resignation following the conclusion of a corporate transaction, which involves the change in the Company's control after the disposal of shares.

This indemnity was determined in the amount equal to the annual average of the gross total remuneration accrued by each of these directors over the three years prior to the year of resignation or dismissal.

5.a) The Chairman of the Board of Directors

The remuneration for the Chairman comprises a fixed component and a variable one.

Remuneration granted to the Chairman includes the basic remuneration granted as member of the Board of Directors, determined according to the resolution of the Ordinary Shareholders' Meeting.

Following the resolution of the Board of Directors of April 24, 2015, like the previous mandate, the Chairman is granted with a variable component related to the performance for the year, based on the Group EBITDA for top management, with an annual cap equal to Euro 150,000.00. A variable component over the medium-long period is also granted, equal to 30% of the average variable incentive over the short-term actually granted in the three-year reference period, provided that, in the same period, the average EBITDA is at least higher than 5% of average EBITDA resulting from the Company's corresponding strategic plan.

5.b) Chief Executive Officer

The remuneration of the Chief Executive Officer reflects resolutions made by the Board of Directors on April 24, 2015 for the entire office.

In addition to remuneration decided by the Shareholders' Meeting for Directors upon appointment, the remuneration comprises a fixed and a variable component. The variable component is then divided into a component over the short period and a component over the medium-long period.

Pursuant to provisions set forth by the Corporate Governance Code, the fixed component must be adequate to remunerate the Chief Executive Officer in the event the variable component is not paid due to the non achievement of performance targets.

The variable component over the short period is related to the average performance of the General Managers with an annual maximum cap. A further variable remuneration, equal to 5% of the dividends distributed over the years 2016, 2017 and 2018 and related to years 2015, 2016 and 2017, is also granted.

The variable component over the medium-long term, was determined to the extent of 30% of the average variable component over the short term, actually granted in the reference three-year period, provided that, in the same period, the average EBITDA is at least higher than 5% of average EBITDA resulting from the Company's corresponding strategic plan.

For the Chief Executive Officer, special non-competition agreements are also provided for a period not shorter than 24 months from the date of resignation or dismissal, as well as agreements for the protection of information and corporate relations against a remuneration.

As already highlighted, the Shareholders' Meeting held on April 24, 2015 also approved the granting of postemployment benefits to the members of the Board of Directors appointed upon the Shareholders' Meeting of April 24, 2012 and reconfirmed in their office at the date of the aforesaid Shareholders' Meeting. The Chief Executive Officer is comprised amongst the members.

5.c) General Managers and Executives with strategic responsibility ("Executives")

With reference to the Executives, remuneration envisages a fixed component and a variable one, appropriately linked to the objectives and risks of the Company. In particular, the fixed portion represents approx. two-thirds of the total remuneration, while the variable component comprises a short-term component and a medium to longterm component. The variable component over the short period depends on the achievement of targets related to the annual performance of each single division. After reaching the fixed targets, the entire variable component of remuneration is paid (the granting of the variable portion is however subordinated to the achievement of at least 50% of preset targets). Cases of over-performance are remunerated with an extra remuneration, not exceeding in any case 35% of the variable component granted. Lastly, it should be specified that 40% of the aforementioned variable component of remuneration is paid in the form of participation to the profit for the year, upon resolution of the Shareholders' Meeting.

As regards the variable component over the medium-long period, the Company resolved on the payment of a remuneration equal 30% of the average variable component over the short period, actually granted in the reference three-year period, provided that, in the same period, the average EBITDA is at least higher than 5% of average EBITDA resulting from the Company's corresponding strategic plan.

It is also noted that, on November 14, 2013 the Board of Directors approved the integration to the remuneration of Executives and General Managers with the granting of supplementary indemnity according to indemnities set out by the labour contract for managers in the industrial sector, in the event of advanced termination of the employment relationship. The lump-sum indemnity to be granted was determined to the extent of 3 times the total average annual remuneration (intended as the average of the last 3 years of payments including fixed and variable annual remuneration).

Two-year non-competition agreements were provided for all General Managers, effective on the date of resignation or dismissal for any reason whatsoever.

5.d) Non-executive Directors

As shown in the paragraphs above, the remuneration of non-executive Directors is only fixed (resolution of the Ordinary Shareholders' Meeting as per Art. 2389, paragraph 1, of the Italian Civil Code). Directors, who are also members of one or more committees within the Board of Directors, are eligible to receive a supplementary remuneration decided by the Board upon proposal of the Remuneration Committee, acting also as Management Committee.

The remuneration of such Directors is therefore only fixed, as per resolution of the Ordinary Shareholders' Meeting upon appointment. No variable component is envisaged.

All Directors, who are also members of one or more committees created within the Board of Directors, are eligible of an additional component of remuneration, as decided by the Board itself, and upon proposal of the Remuneration Committee, in compliance with provisions set out by Art. 6.P.2 of the Corporate Governance Code.

As already highlighted, the Shareholders' Meeting held on April 24, 2015 approved the granting of post-employment benefits to the members of the Board of Directors appointed by the Shareholders' Meeting of April 24, 2012 and reconfirmed in their office at the date of the aforesaid Shareholders' Meeting.

6. Policy on non-monetary benefits

In relation to non-monetary benefits, the Issuer provides to Executive Directors and Senior Managers a company vehicle. In relation to the healthcare institutions FASI and ASSIDAI, the Issuer covers 100% of the membership fees for Executives.

7. Evaluation criteria of results

The Remuneration Committee supervises the application of resolutions adopted by the Board of Directors as regards remunerations, also checking the actual achievement of performance targets, to which the variable component of remuneration of Executive Directors and Executives with strategic responsibilities is linked. The Company does not provide for the allocation of shares, options, other financial instruments or other variable remuneration components other than those listed above and therefore does not establish criteria for the evaluation of the performance objectives in this case.

8. Information on the consistency of the Remuneration Policy with the Company's interests

As already mentioned, the Company is implementing a Remuneration Policy aimed at aligning the top management targets with the priority of creating value for shareholders over the medium-long period. Incentive-based instruments used are focused on creating top management loyalty to the Company and linking their remuneration to corporate successful achievements.

The Remuneration Policy applied, in fact, while implementing the established practices to date, has contributed and will contribute to the continuity of the corporate performance guaranteeing a low turnover of managers and decreasing discontinuity risk.

9. Vesting period of rights and possible systems of deferred payment

The short-term variable portion of remuneration, irrespective of parameters or of the total or partial achievement of targets guaranteeing the relative provision, considers the fiscal year from January 1 to December 31. The short-term variable component of remuneration matures therefore year by year, while the payment takes place by August 31 of the subsequent year, following the approval of the financial statements of the year concerned. The medium-long term variable component matures instead at the end of the three-year reference period, and is granted in the year of approval of the financial statements related to the third year of the period concerned.

10. Information on possible provisions for the maintenance in portfolio of financial instruments after their acquisition

The Company, in line with that stated in the previous item 7), does not provide for the maintenance in portfolio of financial instruments after their acquisition, with indication of the maintenance periods and the criteria utilised for the determination of these periods.

11. Policy related to treatments envisaged in case of resignation from the office or termination of the employment relationship

As regards post-employment benefits and treatments in the event of termination of the employment relationship, reference is made to provisions set out in item 5) above.

12. Information on any insurance, social security or pension coverage, other than compulsory coverage

No insurance, welfare, social security or pension coverage other than coverage provided for by law or collective labour contracts is provided. The Company in general, also in accordance with its obligations, applies improved conditions on the legal minimums terms.

13. Remuneration Policy for Independent Directors and for the attendance to Committees and/or the performance of special offices

As already described in paragraph 5), the Company grants a fixed remuneration equal to all members of the Board of Directors. The amount of this remuneration is increased for Directors who attend the Committees created within the Board, or are assigned special tasks, in light of the greater commitment required for such offices.

14. Reference parameters in defining the Remuneration Policy

This Remuneration Policy was not established based on remuneration policies of other companies as a benchmark.

Section II

1.a Representation of each item comprising the remuneration.

The elements and the items, which comprise the remuneration of the members of the Board of Directors and the Executives, as well as the practices implemented in relation to the reimbursement of expenses, non-monetary benefits and post-employment benefits for the current year are consistent with the Company's policy approved in the previous year and in line with the principles described in Section I herein, to which reference should be made.

The following tables show analytically the remuneration for the members of the Board of Directors and the Internal Control and Risk Management Committee, as well as Managers with Strategic Responsibilities, with reference to year 2015, paid or to be paid by the Company, as well as by subsidiaries and associates, with reference to year 2105.

Table 1

Remuneration paid to the members of the Board of Directors and the Internal Control and Risk Management Committee, as well as Managers with Strategic Responsibilities, with reference to year 2015.

Name and Surname	Office	Company	Period of office	Expiry of office	Fixed remuneration
Michele Cinaglia	Chairman	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	500,000
Paolo Pandozy	Chief Executive Officer	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	331,000
Armando Iorio	Director and CFO	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
Marilena Menicucci	Director	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
Giuliano Mari	Director	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
Massimo Porfiri	Director	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
Alberto De Nigro	Director	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
Dario Schlesinger	Director	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
Gabriella Egidi	Director	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
Jörg Zirener	Director	Engineering Ingegneria Informatica S.p.A.	2015	31.12.2017	25,000
	General Directors with strategic responsibilities**	Engineering Ingegneria Informatica S.p.A.	2015	N/A	1,432,560
(I) Total related to the company charged to prepare the financial statements					2,463,560
Michele Cinaglia					5,000
Paolo Pandozy					86,000
Armando Iorio					5,000
Alberto De Nigro					19,000
Massimo Porfiri					49,506
Dario Schelisinger					27,400
	General Directors with strategic responsibilities***		2015		6,000
(II) Remuneration from subsidiaries and associates					197,906
(III) Total					2,661,466

* Of the total of Euro 1,152,314. The amount of Euro 800,000 is related to the amount connected with the dividends distributed over 2015. ** The managers with strategic responsibilities are identified with the general managers of the market divisions and other general managers:

Dario Buttita, Giuseppina Volpi, Vincenzo Tartuferi, Alfredo Belsito, Armando Iorio, Orazio Viele, Giuseppe Bosco and Claudio Biestro. *** The managers with strategic responsibilities who receive remunerations in the subsidiaries: Dario Buttita, Giuseppina Volpi, Vincenzo Tartuferi, Alfredo Belsito.

(in Euros)
Fair Value Post of equity employment remuneration benefits	Other Total emuneration	Non monetary benefits	Variable remuneration non equity	Remuneration for attending committees
	650,000		150,000
	1,506,914	23,600	1,152,314*
	25,000
	25,000
	40,000			15,000
	50,000			25,000
	35,000			10,000
	35,000			10,000
	40,000			15,000
	60,000			35,000
	2,086,860		654,301
	4,553,775	23,600	1,956,615	110,000
	5,000
	86,000
	5,000
	19,000
	49,506
	27,400

2015 6,000 6,000 197,906 - - - 197,906

(III) Total 2,661,466 110,000 1,956,615 23,600 4,751,681

Section III

INFORMATION ON EQUITY INVESTMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS

The following table shows the names and equity investments held in the Company by the members of the Board of Directors.

Name and Surname	Office	Company	Number of shares held at the end of the previous year	Number of shares acquired	Number of shares sold	Number of shares held at the end of the year
Michele Cinaglia	Chairman	Engineering Ingegneria Informatica S.p.A.	2,901,797			2,901,797
Paolo Pandozy	Chief Executive Officer	Engineering Ingegneria Informatica S.p.A.	52,378			52,378
Armando Iorio	Director and CFO	Engineering Ingegneria Informatica S.p.A.	100			100
Marilena Menicucci	Director	Engineering Ingegneria Informatica S.p.A.	1,496,207			1,496,207
Dario Schlesinger	Director	Engineering Ingegneria Informatica S.p.A.	75			75