Notice of summons to Shareholders' Meeting on April 27th 2017

The Ordinary Shareholders' Meeting is summoned on 27th April 2017 at 9.30 am, in one single sitting, at the Company head offices in Verona, via Torricelli, 44/a, to deliberate on the following items on the agenda:

1. proposal to approve the financial statements at 31st December 2016 and consequent resolutions;
2. proposal to appoint a director pursuant to art. 2386 of the civil code and consequent resolutions;
3. remuneration report ex article 123-ter of Leg. Dec. 58/1998 and consequent resolutions.

Company capital information

The company capital, fully paid up, is equal to Euro 4,669,600.00 and is divided into 8,980,000 ordinary shares with a par value of Euro 0.52 each, all with equal rights.

Further information on company capital is available on the Company’s website www.caditgroup.com, Investor Relations section.

Documentation

The documentation required by the laws in force will be made available to the public at the Company’s registered office and at Borsa Italiana S.p.A. and on the authorized storage mechanism “eMarket STORAGE” managed by Spafid Connect S.p.A. at www.emarketstorage.com and will be published on the Company website at www.caditgroup.com, Investor Relations sections, within the terms prescribed by the norms in force.

Shareholders’ Meeting participation

Each ordinary share entitles its holder to one vote at the Shareholders’ Meeting.

In relation to participation and voting at the Shareholders’ Meeting, it is hereby specified that:

- in accordance with article 83 sexies of Leg. Dec. 58/1998 (hereinafter “TUF”) and with article 10 of the Company Bylaw, the validity of intervention at the Meeting and the right to vote is certified by a communication made to the Company by the broker in accordance with its accounts, in favour of the person having the right to vote at the end of the seventh accounting day of open market prior to the date set for the meeting, i.e. 18th April 2017 (the so-called “record date”). Operations on accounts after such date do not count for the purposes of the attribution of the right to vote at the Meeting. Notifications from the broker must reach the Company within the end of the third accounting day of open market prior to the date set for the meeting, i.e. 24th April 2017. Nevertheless, a person can validly participate and vote if the communication reached the Company after the above-mentioned deadline but within the start of the Shareholders’ Meeting;

- in accordance with TUF article 135-novies and Company Bylaw article 11, each person entitled to vote can be represented upon written or conferred delegation by means of a digitally signed electronic document, in accordance with the laws in force. For such purpose, the delegation at the bottom of the attendance notice issued by the authorised broker or the form that can be downloaded from the www.caditgroup.com website, Investor Relations section, may be used. Said delegation can be sent by registered post to the Company's head office address or by certified e-mail to investor.cadit@registerpec.it.

The representative can, in lieu of the original, deliver or transmit, even by digital means, a copy of the delegation stating, under his/her own responsibility, that said copy conforms to the original and giving the identity of the delegator;

- the Company has not designated representatives to whom the shareholders can confer a delegation with voting instructions on all or some of the items on the agenda;  

- voting procedures by post or electronic means are not allowed.

In relation to the items on the Shareholders’ Meeting agenda, it is hereby specified that:

- in accordance with TUF article 127-ter and Company Bylaw article 8, each person entitled to vote can propose questions in relation to the items on the agenda, even before the Meeting, sending them by registered post to the Company head office or by certified e-mail to investor.cadit@registerpec.it by 24th April 2017. The questions will be answered at the latest during the Meeting itself and the Company has the right to provide one answer to questions on the same content.

Additions to the agenda and new deliberation proposals

In accordance with TUF article 126-bis and Company Bylaw article 8, those Shareholders who, also jointly, represent at least one fortieth of the Company capital, can ask, within ten days after summons to the meeting has been published, for other items to be added to the agenda, indicating the topics they wish to be discussed in their request or submit proposals on items already on the agenda. The requests, together with the certificate of possession of the above mentioned share, should be made in writing, also by post, and sent to the Company head office by registered post or certified e-mail to investor.cadit@registerpec.it. In any case, each person entitled to vote may individually submit deliberation proposals during the Shareholders’ Meeting.

Integrations to the agenda or any proposals on items already on the agenda are published, in the same modalities set for the publication of the notice of summons, at least fifteen days before the day of summons, i.e. within April 12th 2017. Further proposals on items already on the agenda are published according to the modalities set by TUF art. 125-ter, paragraph 1, simultaneously with the notice of their submission.

The addition of items on the agenda for Shareholders’ Meeting deliberation that regard Board of Directors' proposals or based on a project or a report drafted by the same, different from those listed in TUF article 125-ter, paragraph 1, is not allowed.

The shareholders who require integrations to the agenda should prepare a report indicating the reason for the new items they propose or the reason for their further proposals on items already on the agenda. This report is transmitted to the Board of Directors within the deadline set for the integration request.

The Board of Directors will publish the report, together with any remarks, simultaneously with the publication of the integration notice or the submission, as indicated by TUF article 125-ter, paragraph 1.     

Further information and the terms and conditions for the exercise of the above mentioned rights are published on the Company's website www.caditgroup.com, Investor Relations section.

Pursuant to TUF article 125-bis and article 84 of the implementing regulations of Legislative Decree 58/1998, concerning issuers’ regulations, adopted by Consob with deliberation n. 11971 of 14th May 1999, this current notice of summons is published on the Company’s website www.caditgroup.com, Investor Relations section and, by excerpt, in the daily newspaper “La Repubblica”. It is also available at Borsa Italiana S.p.A. and on the authorized storage mechanism “eMarket STORAGE” managed by Spafid Connect S.p.A.

On behalf of the Board of Directors

The Chairman

Giampietro Magnani