Grant of powers to the directors, set up the committees, appointment of the supervisory board and further board resolutions, Starting the merger process with Quarantacinque

The Board of Directors of CAD IT S.p.A. (www.caditgroup.com), a leading Company in the Italian financial software market and listed in the STAR segment of Borsa Italiana, met today and granted powers to the directors, setting the executive directors’ remuneration.

As a consequence of the above-mentioned changes, the Board of Directors, which will remain in office until the date of the Shareholders’ Meeting called to approve the Financial Statements as at 31st December 2018, is composed as follows:

1. Paolo Dal Cortivo (chairman and managing director)
2. Giulia Dal Cortivo (vice chairman and managing director)
3. Debora Cremasco (non-executive and independent director)
4. Flavio Piva (non-executive and independent director)
5. Lamberto Lambertini (non-executive director)
6. Cecilia Rossignoli (non-executive director)
7. Luigi Marco Libroia (non-executive and independent director).

As chairman, Paolo Dal Cortivo was given all the powers of ordinary and extraordinary administration, except those reserved by law to the shareholders’ meeting or to the board of directors and those reserved to the exclusive jurisdiction of the board of directors, as listed in Article 19 of the By-laws.

The CAD IT Board of Directors has set up the Control and Risks Committee and the Nominating and Remuneration Committee, with a duration proportionate to the duration of the Board of Directors.

The Control and Risks Committee is composed of the following members:

• Debora Cremasco (non-executive and independent director, chairman of the Committee)
• Flavio Piva (non-executive and independent director)
• Lamberto Lambertini (non-executive director).

The Supervisory Board functions in accordance with legislative degree 231/2001 as well 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, have been assigned to the Control and Risks Committee.

The Nominating and Remuneration Committee is composed of the following members:

• Debora Cremasco (non-executive and independent director, chairman of the Committee)
• Flavio Piva (non-executive and independent director)
• Lamberto Lambertini (non-executive director).

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The CAD IT S.p.A. Board of Directors has positively assessed the existence of the  independence requirements for its independent directors (Debora Cremasco, Flavio Piva e Luigi Marco Libroia) as provided for by article 148 paragraph 3 of the TUF (applicable to Directors pursuant to article 147-ter, paragraph 4 of the TUF) and by the Corporate Governance Code of Borsa Italiana S.p.A.. The Board of Auditors has verified the proper application of the criteria adopted by the Board of Directors.

The CAD IT S.p.A. Board of Directors has positively assessed the existence of the requirements of integrity, professionalism and independence set forth for the members of the Board of Statutory Auditors.

The Board of Directors appointed:

• the vice chairman and managing director Giulia Dal Cortivo as the manager in charge of internal control and risk management;
• the independent director Debora Cremasco as  lead independent director.

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Finally, the Board of Directors started the merger process between CAD IT S.p.A. and its controlling company Quarantacinque S.p.A., appointing Deloitte Financial Advisory as financial consultant and Legance Avvocati Associati as legal consultant; the Board of Directors has also decided to submit to the Court of Verona a specific request for the appointment of the expert who will be called, among other things, to make the fairness assessment of the exchange ratio that will be determined by the Board of Directors of the companies involved in the merger.