The CAD IT Shareholders' Meeting deliberates the approval of the 2017 Financial Statements and the renewal of Company Roles

  • 27 April 2018, 12:00

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 Financial Statements as at 31st December 2017.

The Consolidated Financial Statements 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 Parent Company CAD IT S.p.A. recorded 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.

Regarding Parent Company CAD IT S.p.A. 2017 financial results, the ordinary Shareholders’ Meeting resolved to set aside the year’s net profit in the available reserves of undivided profits.

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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 (the “TUF”), that the accounting information contained in this press release corresponds to the document results, books and accounting records. Moreover, it is to be pointed out that, in addition to the conventional financial indicators required by IFRS, this press release also includes 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 Shareholders’ Meeting approved the first section of the Remuneration Report pursuant to article 123-ter of Leg. Dec no. 58 of 24 February 1998.

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Following the expiry of the mandate, the Shareholders’ Meeting, after setting the number of members of the Board of Directors at 7, resolved to appoint 6 members belonging to List no. 1 submitted by shareholders Quarantacinque S.p.A., Maurizio Rizzoli, Marina Righi, Luigi Zanella, Carmen Morbi and Giuseppe Dal Cortivo (overall shareholding upon submission of the lists equal to 43.120% of the share capital) and one member belonging to the List no. 2 submitted by shareholder Palladio Holding S.p.A. (PFH S.p.A.) (overall shareholding upon submission of the lists equal to 4.504% of the share capital).

Therefore, the new 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 of the following directors:

  1. Paolo Dal Cortivo (List no. 1),
  2. Giulia Dal Cortivo (List no. 1),
  3. Debora Cremasco (independent director pursuant to the TUF and the Corporate Governance Code; List no. 1),
  4. Flavio Piva (independent director pursuant to the TUF and the Corporate Governance Code; List no. 1),
  5. Lamberto Lambertini (List no. 1),
  6. Cecilia Rossignoli (List no. 1),
  7. Luigi Marco Libroia (independent director pursuant to the TUF and the Corporate Governance Code; List no. 2).

Paolo Dal Cortivo is the Chairman of the Board of Directors as the candidate whose name appears first on the list that obtained the highest number of votes during the Shareholders’ Meeting, in accordance with Article 17 of the Company’s By-laws.

With regard to the appointment of the Board of Directors, it is specified that List no. 1 obtained the favourable vote of 6,403,006 shares equal to 71.303% of the share capital, while List no. 2 obtained the favourable vote of 517,134 shares equal to 5.759% of the share capital.

The Board of Directors of CAD IT S.p.A. will meet on May 2nd 2018 in order to:

  • grant powers to the directors and set the executive directors’ remuneration;
  • set up the Control and Risks Committee and the Nominating and Remuneration Committee;
  • appoint the Supervisory Board pursuant to Leg. Decree 231/2001;
  • appoint the director responsible for internal control and risk management;
  • appoint the lead independent director;
  • assess the existence of the independence requirements for each independent director as provided for by Article 148, paragraph 3, of the TUF (applicable to directors pursuant to Art. 147-ter, paragraph 4, of the TUF) and by the Corporate Governance Code of Borsa Italiana S.p.A.;
  • assess the existence of the requirements of integrity, professionalism and independence set forth of the members of the Board of Statutory Auditors.

Following the expiry of the mandate, the Shareholders’ Meeting also resolved to renew the Board of Auditors, which will remain in office until the date of the Shareholders’ Meeting called to approve the Financial Statements as at 31st December 2020, by appointing 2 standing auditors and one alternative auditor belonging to List no. 1 submitted by shareholders Quarantacinque S.p.A., Maurizio Rizzoli, Marina Righi, Luigi Zanella, Carmen Morbi and Giuseppe Dal Cortivo (overall shareholding upon submission the lists equal to 43.120% of the share capital), as well as one standing auditor and one alternative auditor belonging to the List no. 2 submitted by shareholder Palladio Holding S.p.A. (PFH S.p.A.) (overall shareholding upon submission the lists equal to 4.504% of the share capital).

Therefore, the Board of Statutory Auditors of CAD IT S.p.A. is composed of the following Standing Auditors:

  1. Mariateresa Diana Salerno (Chairman; List no. 2),
  2. Chiara Benciolini (List no. 1),
  3. Bruno Anti (List no. 1),

and of the following Alternative Auditors:

  1. Silvana Anti (List no. 1),
  2. Adriana Bargioni Emert (List no. 2).

With regard to the appointment of the Board of Statutory Auditors, it is specified that List no. 1 obtained the favourable vote of 6,403,006 shares equal to 71.303% of the share capital, while List no. 2 obtained the favourable vote of 517,134 shares equal to 5.759% of the share capital.

Pursuant to Article 23 of the Company’s By-laws, the Shareholders’ Meeting set the overall amount for the remuneration of all directors. The remuneration of the executive directors will be set by the Board of Directors on May 2nd 2018, with the prior opinion of the Board of Statutory Auditors and upon proposal by the Nominating and Remuneration Committee.

Pursuant to Article 24 of the Company’s By-laws, the Shareholders’ meeting also set the remuneration due to the auditors for the entire duration of their office.

The CVs of every member of the Board of Directors and of the Board of Statutory Auditors are available at the Company’s registered office, at Borsa Italiana S.p.A., on the “eMarket STORAGE” authorized storage mechanism for regulated information at www.emarketstorage.com and in the Investor Relations section of the Company’s internet website www.caditgroup.com.

Based on the statements rendered to the Company, none of the directors and auditors hold CAD IT’s shares at the date of appointment.

It has to be reminded that Paolo Dal Cortivo and Giulia Dal Cortivo are shareholders of Quarantacinque S.p.A. holding respectively 35.8% and 35.3% of the share capital and that, as of today, Quarantacinque S.p.A. is, itself, an entity controlling the Issuer CAD IT S.p.A. by holding a 66.292% of its share capital.

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The documentation relative to the 2017 Annual Financial Statements and Consolidated Financial Statements is available to the public at CAD IT S.p.A. registered office, at Borsa Italiana S.p.A., in the Investor Relations section of the Company’s internet website www.caditgroup.com and on the “eMarket STORAGE” authorized storage mechanism for regulated information at www.emarketstorage.com.

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The Brief voting report and the Minutes of Shareholders’ Meeting will be made available to the public within the deadlines provided for by law. Written notification of such publication will be given.

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