pursuant to art. 2437-ter of the Italian Civil Code and art. 84 of the CONSOB Regulation no. 11971/1999
LIQUIDATION VALUE OF THE CAD IT S.P.A. SHARES
IN RELATION TO WHICH THE WITHDRAWAL RIGHT WILL BE EXERCISED
Reference is made to the extraordinary shareholders’ meeting of CAD IT S.p.A. (“CAD IT”), called on September 10th, 2018 by means of the notice of call published on July 20th, 2018 (the “Notice of Call”), in order to resolve upon the approval of the merger plan regarding the reverse merger by incorporation of CAD IT into its fully-owned subsidiary CAD S.r.l. (the “Merger”).
Should the above-mentioned Merger plan be approved by the shareholders’ meetings of CAD IT and CAD S.r.l., the shareholders of CAD IT who will not concur to the approval of the Merger will be entitled to exercise the withdrawal right, pursuant to arts. 2437, first paragraph, letter g) and 2437-quinquies of the Italian Civil Code (the “Withdrawal Right”), because of the fact that – following the Merger – the voting system based on the submission of slates of candidates by the shareholders, in accordance with art. 147-ter of the Legislative Decree dated February 24, 1998, no. 58, will not be applied anymore and the shares of CAD IT will be delisted.
As already disclosed to the market, the withdrawal consideration for the shares in relation to which the Withdrawal Right will be exercised is equal to Euro 5.29 (five Euro and twenty-nine cents). 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 the publication of the Notice of Call.
Further information on the exercise of the Withdrawal Right will be published by CAD IT in accordance with and within the terms provided for by the law.