The CAD IT Shareholders' Meeting deliberates the approval of 2014 Financial Statements, the distribution of an ordinary dividend of Euro 0.13 per share, the appointment of the new accounts auditor and the renewal of company roles

The ordinary Shareholders’ Meeting of CAD IT S.p.A. (www.caditgroup.com), leader in the Italian financial software market and listed in the STAR segment of Borsa Italiana, today approved the Draft Financial Statements and the Consolidated Financial Statements as at 31^st December 2014.

The Consolidated Financial Statements at 31^st December 2014 show:

• Production Value of Euro 56.7 million (Euro 52.2 million in 2013); the increases in internal work capitalized for the development of new products (asset increases due to internal work) were equal to Euro 3.5 million compared to Euro 3.7 million in the previous year;
• Gross Operational Result (EBITDA) of Euro 7.4 million (13.1% of Production Value) compared to Euro 4.9 million in 2013 (9,3% of Production Value);
• Operational Result (EBIT) of Euro 2.4 million (4.2% of Production Value), compared to Euro 0.4 million in 2013 (0.8% of Production Value). The intangible fixed asset amortization went from Euro 3.9 million in 2013 to Euro 4.5 million in 2014;
• Pre-tax and pre-third party share Result of Euro 2.6 million (4.5% of Production Value) compared to Euro 0.7 million in the previous financial period (1.4% of Production Value);
• Net Result of Euro 0.6 million (1.1% of Production Value) compared to Euro -0.3 million in the previous year (-0.6% of Production Value).

CAD IT hereby reports that the Group’s Consolidated Net Financial Position at 31^st December 2014 is in credit by Euro 3.6 million, compared to Euro 2.6 million in debit registered at 31^st December 2013.

The Parent Company CAD IT S.p.A. recorded a Production Value of Euro 56.2 million compared to Euro 51.3 million in the previous financial period with a net result of Euro 0.5 million compared to Euro 0.1 million at 31^st December 2013.

The ordinary Shareholders’ Meeting of CAD IT S.p.A. deliberated the distribution of an ordinary dividend of € 0.13 per share. The dividend, gross of withholding taxes, will be paid through authorized financial institutions, from 13^th May 2015, prior release of coupon no. 14 on 11^th May 2015, while the record date will be 12^th May 2015.

The Manager charged with preparing the company’s financial reports, Michele Miazzi, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

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The Shareholders’ Meeting approved the first section of the Remuneration Report pursuant to article 123-ter of Leg. Dec no. 58 of 24 February 1998 and, in accordance with the reasoned proposal of the Board of Auditors, the appointment of the accounts auditor for financial years 2015-2023 to PKF S.p.A..

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The Shareholders’ Meeting, following their respective office deadline, has nominated the Board of Directors and the Board of Auditors for the financial years 2015, 2016 and 2017.

The rules for the allocation of remuneration to the members of Board of Directors and Board of Auditors have been approved as well.

The new CAD IT Board of Directors, that has met after the Shareholders’ Meeting for conferment of the positions, is composed of the following members:

• Giuseppe Dal Cortivo (Chairman and Executive Director; list voted by majority);
• Giampietro Magnani (Vice-chairman and Executive Director;);
• Paolo Dal Cortivo (Executive Director; list voted by majority); list voted by majority);
• Luigi Zanella (Vice-chairman and Executive Director; list voted by majority
• Giulia Dal Cortivo (Executive Director; list voted by majority);
• Maurizio Rizzoli (non-executive Director; list voted by minority);
• Thomas Burkhart (non-executive Director; list voted by majority);
• Lamberto Lambertini (non-executive and Independent Director; list voted by majority);
• Alessandra Pedrollo (non-executive and Independent Director; list voted by majority);
• Gian Paolo Tosoni (non-executive and Independent Director; list voted by minority).

The CAD IT Board of Auditors consists of the following Standing Auditors:

• Chiara Benciolini (Chairman; list voted by minority);
• Gian Paolo Ranocchi (list voted by majority);
• Renato Tengattini (list voted by majority).

and the following Alternative Auditors:

• Silvana Anti (list voted by majority);
• Umberto Bagnara (list voted by minority).

The CVs of every member of the Board of Directors and of the Board of Auditors are available at the Company’s registered office, at Borsa Italiana S.p.A., on the authorized storage mechanism for the regulated information “1INFO” on the website www.1info.it and in the Investor Relations section of CAD IT’s website (www.caditgroup.com).

The CAD IT Board of Directors has nominated the Control and Risks Committee and the Nominating and Remuneration Committee.

The Control and Risks Committee is set up by the following members:

• Lamberto Lambertini (non-executive and Independent Director, Chairman of the Committee);
• Alessandra Pedrollo (non-executive and Independent Director);
• Maurizio Rizzoli (non executive Director).

The Supervisory Board functions have been attributed to the Control and Risks Committee in accordance with the legislative degree 231/2001 and the functions of the committee established by Article 7 of CONSOB Resolution 17221/2010, as amended by Consob Resolution 17389/2010, concerning approval of transactions with related parties.

The Nominating and Remuneration Committee is set up by the following members:

• Maurizio Rizzoli (non executive Director, Chairman of the Committee);
• Lamberto Lambertini (non-executive and Independent Director);
• Alessandra Pedrollo (non-executive and Independent Director).

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The CAD IT S.p.A. Board of Directors has positively assessed the subsistence of the necessary requirements for its independent directors as set forth in the Corporate Governance Code of Borsa Italiana S.p.A..

Moreover the Board of Directors nominated:

• the manager in charge of the internal control and risk management system and, identified in the Vice-chairman and Executive Director Giampietro Magnani;
• the lead independent Director, identified in the Independent Director Lamberto Lambertini.

According to statements made to the Company, we report below the number of shares in CAD IT’s capital stock held, either directly or indirectly, on the date of the appointment, by the members of the Board of Directors and the Board of Auditors:

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The documentation relative to the 2014 Annual Financial Statements and Consolidated Financial Statements is available to the public at the Company’s registered office, at Borsa Italiana S.p.A., as well as in the Investor Relation section of the Company’s internet website www.caditgroup.com and on the authorized storage mechanism for the regulated information “1INFO” on the website www.1info.it.

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The Minutes of Shareholders’ Meeting and the Brief voting report will be made available to the public within the deadlines provided for by the applicable regulations.