The CAD IT Board of Directors approves the preliminary financial results as at 31st December 2017

THE CAD IT BOARD OF DIRECTORS:

• APPROVES THE PRELIMINARY FINANCIAL RESULTS AS AT 31 DECEMBER 2017 OF CAD IT S.P.A. AND OF THE GROUP;
• APPROVES A PROPOSAL FOR THE ALLOCATION OF THE YEAR’S NET RESULT;
• JUDGES AS UNFAIR THE PRICE OFFERED BY THE OFFEROR QUARANTACINQUE S.P.A.;
• APPROVES THE ISSUER’S NOTICE PURSUANT TO ARTICLE 103 OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 AND ARTICLE 39 OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999.

MAIN PRELIMINARY CONSOLIDATED FINANCIAL RESULTS AS AT 31 DECEMBER 2017:

• The CAD IT Group closes 2017 with a Production Value of Euro 62.8 million compared to Euro 57.2 million in the previous financial period.
• EBITDA stands at Euro 12.5 million (Euro 7.8 million in 2016).
• EBIT stands at Euro 6.1 million (Euro 1.7 million in 2016).
• Result of the period, net of tax, attributable to owners of the parent stands at Euro 3.7 million (Euro 1.1 million in 2016).
• The Group's Consolidated Net Financial Position is in credit by Euro 8.5 million compared to Euro 0.2 million registered at 31st December 2016.

The Board of Directors 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 preliminary financial results of CAD IT S.p.A. and of the Group as at 31st December 2017.

The preliminary financial results of the Group as at 31st December 2017 show:

• Production Value of Euro 62.8 million (Euro 57.2 million in 2016); the increases in internal work capitalized for the development of new products (asset increases due to internal work) were equal to Euro 3.7 million compared to Euro 4.8 million in the previous year. The revenues increase is mainly due to the concentration within the year of new software update and release towards the main banking customers as a result of regulation changes regarding MiFID II and the IFRS9 international accounting standard;
• Gross Operational Result (EBITDA) of Euro 12.5 million (19.8% of Production Value) compared to Euro 7.8 million in 2016 (13.6% of Production Value);
• Operational Result (EBIT) of Euro 6.1 million (9.7% of Production Value), compared to Euro 1.7 million in 2016 (2.9% of Production Value). The intangible fixed asset amortization and depreciation increased to Euro 5.4 million in 2017 compared to Euro 5.3 million in 2016. The EBIT increase (+264.0%) is mainly due to the increase of revenues and to lower use of external service providers for participation in activities on projects for customers;
• Pre-tax and Result of Euro 6.6 million (10.4% of Production Value) compared to Euro 2.0 million in the previous financial period (3.6% of Production Value);
• Result of the period, net of tax, attributable to owners of the parent of Euro 3.7 million (5.9% of Production Value) compared to Euro 1.1 million registered in the previous year (2.0% of Production Value).

CAD IT S.p.A. hereby reports that the Group’s Consolidated Net Financial Position at 31st December 2017 is in credit by Euro 8.5 million, compared to Euro 0.2 million registered at 31st December 2016.

The preliminary financial results of the Parent Company CAD IT S.p.A. show a Production Value of Euro 61.8 million compared to Euro 57.2 million in the previous financial period with a Net Result of Euro 2.2 million compared to Euro 1.3 million at 31st December 2016.

In the context of evaluations regarding CAD IT S.p.A. 2017 preliminary results, the Board of Directors proposes setting aside the year’s net profit in the available reserves of undivided profits, in consideration of the upcoming commitment related to the acquisition strategy in Spain.

Please keep in mind that the results reviewed by the Board of Directors and presented in this press release are preliminary and, consequently, could potentially change over the coming weeks; the preliminary data were not is not subject to auditing by the Auditing Company.

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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. Note moreover that in this press release, in addition to the conventional financial indicators required by IFRS, there are also some alternative performance indicators in order to allow a better assessment of the economic and financial management trend. These indicators are calculated according to the usual market practices and in compliance with the previous company communications.

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The Board of Directors, after approving the preliminary results, has received and assessed the justified opinion drawn up by Independent Directors Lamberto Lambertini, Alessandra Pedrollo, Gian Paolo Tosoni and Debora Cremasco, pursuant to article 39-bis of Consob Regulation no. 11971 of 14 May 1999 in relation to the Voluntary Public Tender Offer (hereinafter, “Offer”) on the ordinary shares of CAD IT S.p.A., launched by Quarantacinque S.p.A. (hereinafter, “Offeror”) in accordance with articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of 24 February 1998.

The four Independent Directors on CAD IT’s Board of Directors, subscribing to the opinion of the independent expert - engaged by the Independent Directors pursuant to article 39-bis of Consob Regulation no. 11971 of 14 May 1999 - prof. Giovanni Battista Alberti, who has expressed the unfairness of the price of the Offer from a financial point of view, as well as after assessing:

• the notice issued by Quarantacinque S.p.A. on February 19, 2018 pursuant to article 102 of Legislative Decree no. 58 of 24 February 1998 and article 37 of Consob Regulation no. 11971 of 14 May 1999;
• the content of the offer document draft (hereinafter, “Offer Document”) made available to the members of the Board of Directors and Board of Auditors on March 01, 2018 during the investigation activated by Consob;

have judged the price of the Offer to be unfair.

The Board of Directors - with the abstention of Executive Directors Paolo Dal Cortivo, Giulia Dal Cortivo, Luigi Zanella and Non-executive Director, Maurizio Rizzoli - has, therefore, expressed its opinion of the Offer and has judged the related price to be unfair, subscribing to the conclusions of the Independent Directors, and has approved the Issuer’s notice in accordance with article 103 of Legislative Decree no. 58 of 24 February 1998, which will be made public, together with the Independent Directors’ opinion and simultaneously with the Offer Document, in accordance with the deadlines and procedures set by the laws in force.