1 DBA GROUP Press Kit INDEX 1. DBA GROUP: shareholding structure 2. Our history 3. Business model 4. Reference markets 5. Excellence factors 6. Certifications 7. Founding partners 8. Strategy lines 9. Financial results Factsheet
2 DBA GROUP Sensing the achievable, pioneering the new, determining the result. 1. DBA Group: corporate structure DBA Group S.r.l. is a holding company based in Villorba (TV) consisting of enterprises operating in the fields of Civil Engineering, Plant Design, Architecture and Project Management, and specialised in the development of software platforms for public work and infrastructure life-cycle and operation management. DBA Group S.r.l. is 77.2% owned by its founding partners through DB Holding S.r.l. and 22.8% owned by Fondo Italiano Investimenti SGR S.p.A., which entered the company s capital in December 2011 to accelerate growth, diversification and internationalisation processes. DBA Group S.r.l. holds the entire share capital of DBA Progetti S.p.A., DBA Proekt OOO, operating in Russia, IGM Engineering S.r.l., Weez S.r.l.; and DBA Lab S.p.A. The coexistence within the Group of diverse yet complementary enterprises, characterised by leading-edge technical know-how, favours a virtuoso interchange of ideas, concepts and technologies that generate high benefits for all its companies and clients. DBA Group operates on the Italian and international markets, independently pursuing business opportunities identified by management.
3 2. OUR HISTORY DBA Group was established by four shareholders and entrepreneurs, the De Bettin brothers - two engineers, Francesco and Raffaele, and two architects, Stefano and Daniele - who joined forces and shared responsibilities in DB Holding S.r.l... All of them are still actively involved in the Group s management. From the outset the foursome shared the dream of launching an innovative engineering company. In 1991 they founded a studio, which in 1993 was transformed in an engineering company with specific expertise in the design and works management of civil works and infrastructure networks. Through its subsidiary DBA Progetti S.p.A., the Group has progressively acquired expertise in telecommunication, electrical and automation engineering of infrastructures and complex infrastructure networks, also by diversifying into Project, Asset and Life-cycle Management (maintenance engineering). In 2005 the Group launched an ICT start-up - DBA Lab S.p.A. - in support of its engineering operations. This new company supplements technical services provided by DBA Progetti S.p.A. with platforms and web-based software applications for automating Project Management processes and for the development of vertical business tied to the life-cycle and operation of infrastructures. From 1998 to 2003 the Group operated abroad: in partnership, through joint ventures (in Spain, Portugal, Morocco, Greece, Turkey, Mexico); and independently, from 2004 to 2006, in Romania, overseeing the construction of special plants for the Bucharest-Constanta motorway. In 2006 DBA Group consolidated its internationalisation process and went into business in Russia, establishing its Petersburg-based subsidiary DBA Proekt OOO, the engineering company responsible for developing a project for the toll-collection system of the new motorway. This is the first toll motorway in the Federation, and will link the cities of Moscow and St. Petersburg. Since 2010 DBA Group has expanded its activities to include Intelligent Transportation Systems (ITS) and the electronic management of processes related to the transportation of people and goods and to logistics. To accelerate growth, diversification and internationalisation in the reference sectors, in December 2011 Fondo Italiano d'investimento SGR S.p.A. a private equity fund created by the Italian Ministry of the Economy, whose capital is held by Cassa Depositi e Prestiti, Banca Intesa, Unicredit, Monte dei Paschi and other credit institutions - entered the capital of DBA Group through a capital increase with a minority share, and a payment in shares amounting to 4 million Euros. In April 2012 the Group was listed by Borsa Italiana among the top-thirty companies participating in the Elite programme (elite.borsaitaliana.it), a unique platform of integrated services through which the industrial, organisational and financial expertise of Borsa Italiana is made available to meet the challenges of international markets and to pave the way for business capitalisation operations on regulated markets.
4 As at 31 December 2011 DBA Group and its subsidiaries had a total of approximately 200 employees - mainly technical professionals, highly skilled in design, management, computer science and telecommunications. The Group s market presence is increasingly far-reaching: from its historical headquarters in Santo Stefano di Cadore (Belluno) it has expanded by opening subsidiaries on the national territory - in Treviso, Milan, Rome, L'aquila, Genoa, Naples - and abroad, in Saint Petersburg, in the Russian Federation.
5 Operating centres in Italy SEDE$$ Citta $$ Dati$ Area$Territoriale$!!!! DBA!NORD! EST! S.STEFANO!DI! CADORE!(BL)!! VILLORBA! (TV)! Piazza!Roma!19!!32045!S.!Stefano!di!Cadore! Tel.%+39%0435/62518% %%%%%%%%%%%%%%Fax%+39%0435/429027% Veneto,!Friuli!Venezia!Giulia,! Trentino!AltoKAdige,!EmiliaK Viale!Felissent!!20/D!!31050!Villorba! Romagna! Tel.%+39%0422/318811% %%%%%%%%%%%%%%Fax%+39%0422/318888% DBA!NORD! OVEST! DBA!CENTRO! MILANO! GENOVA! L AQUILA! (AQ)! ROMA! Via!Natale!Battaglia!n.!10!!20127!Milano! Tel.%+39%02/ % Via!al!Ponte!Reale!5!!16124!Genova! %%%%%%%%%%%%%%Fax%+39%02/ % Tel:%+39%010/ %%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%Fax:+39%010/252504! Via!Strada!Statale!17!bis!ovest!n.36!K!67100!L Aquila!! Lombardia,!Piemonte,!Valle! d'aosta,!liguria,!emiliak Romagna! Tel.%+39%0862/314478% Fax%+39%0862/062916! Abruzzo,!Marche,!Umbria,! Molise,!Lazio,!Toscana! Piazzale!Ardigò,!30/D!int.!3!!00142!Roma! Tel.%+39%06/ %%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%Fax%+39%06/ % DBA!SUD!! NAPOLI! Centro!Direzionale!Isola!E/5!Int.14!!80143!Napoli! Campania,!Puglia,!Basilicata,! Calabria,!Sicilia! DBA! SARDEGNA! ORISTANO! Via!dei!Fabbri!28!!09170!Oristano! Tel.%+39%0783/030748%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%Fax%+39%0783/030747! Sardegna!
6 Staff: steady growth in operating companies from 2007 to 2011 DBA Progetti S.p.A., DBA Lab S.p.A. and DBA Group S.r.l DBA Progetti S.p.A DBA Lab S.p.A DBA Group Srl Totale DBA$Proge*$SpA$ DBA$Lab$SpA$ DBA$Group$Srl$ collaboratori' 21%' collaboratori' 15,6%' collaboratori' 9,1%' dipenden&' 79%' dipenden&' 84,4%' dipenden&' 90,9%' diploma&' 43%' laurea&' '57%' diploma&' 39,1%' laurea&' 60,9%' laurea() 18,2%) diploma() 81,8%) dipar2men2' 17'%' staff' 6,0%' se#ori' 77'%' se+ori% 93,8%% staff% 6,2%% risorse)umane) 9,1%) res&) comunic.) 9,1%) acquis4) 18,2%) servizi) generali) 9,1%) amministr.) &finanza) 54,5%)
7 3. Business model DBA Group is active in two business lines: Engineering, Architecture, Project and Asset and Life-cycle Management services provided by DBA Progetti S.p.A. and by its subsidiaries to large national or multinational private companies and public corporations. These companies base the development of their core business on the availability and use of highly efficient physical infrastructures, such as telephone companies, oil companies, highway and road construction, banking and insurance. The main market sectors in which DBA Progetti currently operates are telecommunication infrastructures, fuel distribution networks, infrastructures for energy production and transportation, and the construction of buildings for any intended use. DBA Progetti and its subsidiaries are specialised in technical services of high knowledge content: in addition to building the physical structures, DBA Progetti can analyse, design, manage and maintain over time projects requiring the transfer and processing of data and digital information. The scope of Asset and Lifecycle Management, the field in which the activities of DBA Progetti is diversified, includes an engineering maintenance management service which presupposes the possession of and ability to combine technical know-how, managerial and organisational skills and the capability to use suitably specialised Service Management and Business Intelligence software platforms. Web-based software platforms and applications developed by DBA LAB S.p.A. in support of DBA Progetti S.p.A. engineering activities, and offered directly within the scope of our Project, Asset and Life-cycle Management services; portals dedicated to our clients specific needs; development of vertical applications (such as Posic, the only application currently available on the Italian market for managing occupational safety issues in cloud computing mode); or of web-based integrated platforms for the needs of specific communities. 4. Reference markets: engineering services and ICT sector The market of engineering services from civil construction to the multiple and diverse areas of industrial plant engineering includes a very varied range of services, from traditional planning, design, work management and testing activities, through integrated engineering services, to the overall responsibility for the complex operations involved in the realisation of turnkey works and plants. In 2010 the engineering services market, where players are companies ranging from professional studios to corporations with thousands of employees, was estimated at 3.5 billion Euros, of which 38.4% achieved abroad. The sector employs 18,500 people, 90% of whom are college graduates or highly qualified technicians (source: 27th annual survey on Italian engineering companies; 2010
8 Balance Sheet; 2011 Forecast; OICE, September A member of Confindustria, OICE is the association representing the sector, with approx. 500 Italian associated companies). Compared to 2009, when the volume of business was around 3,850 million Euros, there has been an 8.9% reduction, with a substantial stationariness (+0.7%) in the production of enterprises with fewer than 250 employees, and a fall (-16.5%) in the production levels of larger firms. The 2010 drop affected to varying degrees both internal market (0.9% shrinkage over 2009) and markets abroad which registered a significant reduction ( -19.4%). The value of engineering and architecture services rendered by OICE associated companies - amounting to 3,048 million Euros (86.8% of the total) in shrank by 6.8% compared to 2009, while the realisation of integrated turnkey engineering projects (462 million Euros, equal to 13.2%) recorded a fall of 21.0%. According to forecasts made by associated companies in 2011, the fall in production levels should stop and the production value should reflect the turnover achieved in 2010 (3,521 million). The modest improvement anticipated for 2011 (+0.3%) summarises the effects of a new drop in production in the domestic market (-6.1%) and an upswing abroad (+10.6%). The value of engineering and architecture services will increase by 1.8%, while the realisation of integrated turnkey engineering projects will drop (-9.5%). To the positive trend in the production level of enterprises with less than 250 employees, predicting an increase of 4.4% in 2011, corresponds a reduction in the turnover of larger firms (-3.5%). In 2011 in Italy the traditional ITC market (hardware, software and services) recorded a sharp contraction of -3.6% over 2010, confirming the strong gap with global ICT demand, which shows a 4.4% growth. These data cover the entire traditional sector: Italian information technology (IT) FELL from -1.4% at the end of 2010 to -4.1% in 2011; telecommunications (Tlc) from -3.0% to -3.4%. Unlike the Italian panorama, the rest of the world shows positive results, with IT up 2.4% and Tlc up 5.7%. Driving forces are the USA and Germany, while economies comparable to the Italian are in trouble: the European average in 2011 is not more than +0.5%. Despite the drop in demand for traditional ICT, the report shows some positive signs, such as +5.9% for software, devices and services related to the Internet, and to an emerging new digital market known as Global Digital Market (GDM), which is expanding thanks to the growth of innovative components related to web penetration, to the development of cloud computing, of Internet of Things (IoT), and to the applications and dissemination of new devices (tablets, e-readers, smartphones). The business volume of the ICT market, inclusive of the Global Digital Market, was of 69 billion Euros in 2011, showing an attenuated negative trend ( -2.2%) over According to Assinform, Italian ICT - in line with global trends - is on the verge of a structural change that will transform and diversify the sector. This factor also influences forecasts for 2012 which envisage a continuing downhill trend for traditional ICT components ( -2.5%, with TLC at -3.1% and IT at -2.1%), while innovative GDM components will grow by 6.7%. According to Assinform this is a great opportunity for the industry s companies to initiate strategies to exploit emerging opportunities by focusing on innovative assets and by modernising efficiently.
9 5. Excellence factors DBA Group distinguishes itself in the market owing to: technical and process expertise in the fields of architecture and engineering shared by management at all levels; ability to standardise processes and activities and make projects replicable in similar or contiguous areas through the use of advanced technology and by capitalising on knowhow; permanent research and development by DBA Lab to explore innovative computer technology applications in the fields of engineering and process engineering, with innovative spin-offs in service provision and delivery through the development of webbased platforms in support of specific Communities; a flexible structure, with an efficient and tight-knit territorial network, enabling the acquisition of large-scale projects in Italy and in international markets. 6. Certifications Quality and Safety are the guiding criteria in the Group s tireless effort to enhance its range of services and protect the health and safety of its staff and of those working in temporary and mobile construction sites. To this end DBA Group and its subsidiaries have implemented procedures and an organisational structure to manage services that meet Quality and Safety requirements. DBA Group and DBA Lab S.p.A. are in the process of obtaining Quality Management System (ISO 9001) and Safety Management Systems (OHSAS 18001) certifications. DBA Progetti has obtained the following certifications: ISO 9001, audited and issued by the certifying authority RINA, certification No. 5923/01/S. ISO 9001: 2008, audited and issued by the certifying authority RINA (since 6/30/2009) For the implementation of its Quality Management System For the implementation of its Quality Management System DBA Progetti certification regards: "Design, Works Management and Testing of civil and industrial works; Activities relating to health and safety protection measures in temporary and mobile construction sites; Evaluation and analysis of electromagnetic and acoustic impact; High Surveillance"
10 DBA Progetti S.p.A. is also in the process of obtaining a Safety Management Systems certification (OHSAS 18001). The Board of Directors of DBA Group has approved the implementation - by September of the Organisational, Management and Control Model ex Legislative Decree 231/2001 (for its Holding and for all its operating companies), a system of internal control procedures aimed at compliance with regulations in force and shared values. The Code of Ethics of DBA Group will be an integral part of the Organisation and Management Model. Adoption of the Organisational Model 231 is aimed at controlling all the company s decisionmaking and operational phases according to principles of legality, transparency, fairness and respect for the rules.
11 7. The founding partners The founding partners, Francesco, Raffaele, Stefano and Daniele De Bettin, are the reference shareholders and are still actively involved in the Group s leadership and management. Ing. Francesco De Bettin Born in 1961 in Auronzo di Cadore (BL), he graduated in Civil Engineering at Università degli Studi, in Udine, in He is a founder, partner, and member of the Board of Directors of DBA Progetti S.p.A., Chairman of DBA Group S.p.A. and of DBA Lab S.p.A and member of the Board of Directors of Weez Srl. Ing. Raffaele De Bettin Born in 1963 in Auronzo di Cadore (BL), he graduated in Civil Engineering at Università degli Studi, in Udine, in He is founder, partner, Chairman of the Board and Chief Engineer of DBA Progetti S.p.A., where his entire professional and entrepreneurial career has unfolded. He is a member of the Board of Directors of DBA Group S.p.A. and of DBA Lab S.p.A. Arch. Stefano De Bettin Born in 1965 in Pieve di Cadore (BL), he graduated in Architecture at Istituto Universitario di Architettura in Venice in He is founder, partner and CEO of DBA Group; and CEO and Chief Engineer of DBA Progetti S.p.A., where his entire professional and entrepreneurial career has developed. He is a member of the Board of DBA Lab S.p.A.. Arch. Daniele De Bettin Born in Pieve di Cadore (BL) in 1976, he graduated in Architecture at Istituto Universitario di Architettura in Venice in Founder, Member, Vice President, General Manager and Technical Director of DBA Progetti S.p.A. where his entire professional and entrepreneurial career has evolved. He is a member of the Board of Directors of DBA Group S.p.A. and DBA Lab S.p.A and Chairman of Weez Srl. 8. Strategy lines DBA Group intends to consolidate and pursue growth and diversification, innovation and internationalisation in the reference markets, keeping its operational focus on "high-knowledge content" technical services and ICT. The DBA Group business plan aims to implement three strategic guidelines: Completion and expansion of innovative projects such as: o Gioele, a web platform for the integrated control of engineering and project management operations of works or plants (single and networks);
12 o Lisy platform for automating and managing the operational and logistical needs of port communities; o Asset (Advanced Standardized Solution for European Tolling), a software solution compliant with EC standards provided for by the new European electronic toll system, that can be integrated into hardware and software platforms for the collection of tolls at Community level. Development of the internationalisation process: strengthening the company s market presence in the Russian Federation, keeping the focus on designing special equipment for Intelligent Transportation Systems (ITS) and expanding in new Eastern-European markets (Turkey, Montenegro and other countries). Growth through external lines: DBA Group intends to assess possible acquisitions of enterprises with high-end technological know-how operating in industries synergic with its own. 9. Financial Results DBA Group was formed on 5 December 2011 by DB Holding S.r.l. through the transfer of its corporate branch, concerning the entire share capital of its operating subsidiaries DBA Progetti S.p.A. (which in turn owned the entire share capital of DBA Lab S.p.A. and DBA Proekt OOO) and of Weez S.r.l., and of the operational service centre in charge of administrative, finance and control functions and of business and sales development. This operation was part of a wider scheme aimed at the entrance of Fondo Italiano di Investimento SGR, which took place (as per agreement signed on 24 November 2011) on 14 December 2011 through an increase in capital and the payment of 4 million Euros in exchange for a minority stake. DBA Group S.r.l. presented its first Consolidated proforma Balance Sheet (not mandatory under the law) on 31 December This Balance Sheet does not enable formal comparisons with the previous years results of DBA Progetti S.p.A., DBA Lab S.p.A. and other subsidiaries, which are reported below. The company DBA Group S.r.l. closed the financial year with a consolidated production value of 19,478,266.00; a gross operating margin of 3,088,392.00; an Ordinary Management result of 2,493, and a net result of 623, after allocated tax for 898, Results are in line with the business plan.
13 Production Value of DBA PROGETTI S.p.A. and DBA Lab S.p.A DBA Progetti S.p.A DBA Lab S.p.A Totale
14 SUMMARY Registered name DBA Group S.r.l. Registered Office Viale Felissent 20/d Villorba (TV) Website: Sales at 12/31/ mln Euros Industry sector Engineering and ICT services in the following areas: Telecommunications Energy Infrastructures Intelligent Transportation Systems Logistics Real Estate Retail - Retail Oil and Non Oil Software Solutions and Web-Based Applications Shareholders DB Holding S.r.l. 77.2% Italian investment fund SGR S.p.A. 22.8% Chairman CEO Auditors Communication Contacts Ing. Francesco De Filippo Arch. Stefano De Bettin PRICEWATERHOUSECOOPERS S.p.A. Antonella Caricati Head Of Communications DBA GROUP Antonella Caricati - Tel