With respect to the merger by incorporation of CAD IT S.p.A. into is parent company Quarantacinque S.p.A., CAD IT S.p.A. hereby informs that the following documents are available on the Company’s website (www.cadit.it):
- the merger plan and its annexes (among others, the report prepared by BDO Italia S.p.A. pursuant to art. 2501-bis, paragraph 5, of the Italian Civil Code and the new by-laws which will be adopted by the company resulting from the merger);
- the financial statements of the last three financial years of CAD IT S.p.A. (together with the reports prepared by the administrative and auditing bodies of such company); it is hereby clarified that Quarantacinque S.p.A. has not finalized any financial statements yet, since it has been incorporated on January 19, 2018;
- the financial situation of Quarantacinque S.p.A. as at April 30, 2018, prepared in accordance with art. 2501-quater of the Italian Civil Code and approved on May 29, 2018 by the Sole Director of Quarantacinque S.p.A.; it is hereby clarified that, pursuant to art. 2501-quater, paragraph 2 of the Italian Civil Code, the financial situation of CAD IT S.p.A. is replaced by the financial statements as at December 31, 2017, approved by the shareholders’ meeting on April 27, 2018;
- the illustrative report for the shareholders’ meeting prepared by the Sole Director of Quarantacinque S.p.A., in accordance with arts. 2501-bis, paragraph 3, and 2501-quinquies of the Italian Civil Code and the illustrative report for the shareholders’ meeting prepared by the Board of Directors of CAD IT S.p.A. in accordance with arts. 2501-bis, paragraph 3, and 2501-quinquies of the Italian Civil Code, as well as art. 70, paragraph 2 of the CONSOB regulation no. 11971/99 and table no.1 of its annex 3A.
The documents listed under points no (i), (iii) and (iv) above were also published on the authorized storage mechanism “eMarket STORAGE” (http://www.emarketstorage.com) and are available to the public at the registered office of the Company.
The other documents related to the merger by incorporation of CAD IT S.p.A. into is parent company Quarantacinque S.p.A. will be made available to the public in accordance with and within the terms provided for by the law.