The CAD IT Board of Directors calls the Shareholders’ Meeting on July 13, 2018 in order to resolve on the merger by incorporation of CAD IT into its parent company Quarantacinque

The withdrawal consideration for the shares will be equal to Euro 4.84 for each share

The CAD IT Board of Directors resolved today to call the extraordinary shareholders’ meeting on July 13, 2018 in single call, at 9.30 am, in order to resolve on the merger by incorporation of CAD IT (“CAD IT” or the “Issuer”) into Quarantacinque S.p.A. (“Quarantacinque”), parent company of the Issuer (the “Merger”).

Without prejudice to the evaluation to be done by CAD IT Related Parties Transactions Committee, the call of the shareholders’ meeting follows the public tender offer, launched by Quarantacinque – on February 19, 2018, in accordance with Articles 102, first paragraph and 106, fourth paragraph, of the Legislative Decree dated February 24, 1998, no. 58, on all the shares of CAD IT (the “Offer”) – with the purpose of delisting the CAD IT shares from the Stock Exchange Market (“Mercato Telematico Azionario”) managed and organized by Borsa Italiana S.p.A., even through a merger by incorporation of the Issuer into Quarantacinque.

At the outcome of the Offer, Quarantacinque owns no. 5,953,046 shares of Issuer, equal to 66.292% of the corporate capital: therefore, Quarantacinque controls CAD IT de jure.

The proposal to the shareholders’ meeting, the Merger plan and the related documentation provided for by the law will be examined and approved in another meeting of the Board of Directors, to be tentatively held in May 2018, once the relevant process will be completed and subject to the required opinion of CAD IT Related Parties Transactions Committee.

Should the proposed Merger be approved, it will entail the delisting of CAD IT shares from the Stock Exchange Market (“Mercato Telematico Azionario”) managed and organized by Borsa Italiana S.p.A. and the shareholders who will not concur to the approval of the Merger will be entitled to exercise the withdrawal right, pursuant to Art. 2437 and 2437-quinquies of the Italian Civil Code. In this regard, it is hereby communicated that the withdrawal consideration for the shares in relation to which the withdrawal right will be duly exercised is equal to Euro 4.84 (four Euro and eighty-four cents) for each share. This consideration corresponds, pursuant to Art. 2437-ter, third paragraph, of the Italian Civil Code, to the arithmetic mean of the closing price of the CAD IT shares during the six months prior to today’s publication of the notice of call of the shareholders’ meeting. Further relevant information on the exercise of the withdrawal right will be published in accordance with and within the terms provided for by the law.

Terms and modalities of the Merger will be communicated upon approval of the Merger plan. The informative document on major transactions with related parties will be published in accordance with and within the terms provided for by the law.

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The reports and the documentation provided for by the applicable laws concerning the items on the agenda of the shareholders’ meeting will be published in accordance with and within the terms provided for by the law.

The notice of call of the shareholders’ meeting is published on the website of the Company (www.cadit.it) as well as on the website of the authorized storage mechanism www.emarketstorage.com; the related excerpt will be published also on April 25, 2018 on “La Repubblica” newspaper.