Notice of summons to ordinary Shareholders' Meeting of CAD IT S.p.A.

The CAD IT S.p.A. ordinary shareholders' meeting is summoned on 28th September 2020, at 11.00, on first call and, if necessary, on 29th September 2020, at 11.00, on second call, at the Company head offices in Verona, via Torricelli 44/a, to deliberate on the following items on the agenda:

1. proposal to appoint two directors pursuant to art. 2386 of the civil code and consequent resolutions;
2. redetermination of the Board of Directors members remuneration and consequent resolutions.

Shareholders’ Meeting participation through Designated Representative

Pursuant to the Article 106 paragraph 4 of Decree Law no. 18 of 17th March 2020, converted by Law no. 27 of 24th April 2020, as well as to the Article 71 of Decree Law no. 104 of 14th August 2020, the Shareholders' Meeting participation of those who have the right to vote will take place exclusively through the representative appointed pursuant to art. 135-undecies of Legislative Decree 58/1998 ("TUF"). To this purpose, the Company assigned the role of Designated Representative to Società per Amministrazioni Fiduciarie Spafid S.p.A., with company’s registered office in Milan, to whom proxy shall be conferred, following the indications and under the conditions reported in the "Designated Representative" Section below. The Designated Representative may also be conferred proxies or sub-proxies pursuant to Article 135-novies of the TUF, in derogation of Article 135-undecies, paragraph 4, of the TUF.

Other subjects entitled to attend the Meeting and deliberation proposals on the items on the agenda

The Directors, the Statutory Auditors, the Designated Representative, as well as the other entitled subjects pursuant to the laws in force other than those who have voting rights, may attend the Meeting by means of telecommunication instruments that guarantee their identification, in any case, without being necessary that the President and the Secretary are in the same place.

Those who have voting rights may ask questions on the items on the agenda before the Shareholders' Meeting, within two non-holiday days prior to the date scheduled for the Meeting, together with the certification on the ownership of the participation issued pursuant to the provisions in force by the intermediaries who hold the accounts on which the shares of the beneficial owner are registered, via certified or ordinary e-mail to the address investor.cadit@registerpec.it, including "CAD IT 2020 Shareholders’ Meeting - questions on the Items on the Agenda" in the e-mail subject.

The answers to the questions received by the deadline and the above described instructions will be provided before the beginning of the Meeting.

Those who have voting rights may submit proposals on the items on the agenda before the Shareholders' Meeting, within 20th September 2020, together with the certification on the ownership of the participation issued pursuant to the provisions in force by the intermediaries who hold the accounts on which the shares of the beneficial owner are registered, via certified or ordinary e-mail to the address investor.cadit@registerpec.it, including "CAD IT 2020 Shareholders’ Meeting - proposals deliberation on the Items on the Agenda" in the e-mail subject.

The proposals received by the deadline and the above described instructions will be published on 21st September 2020 in the Investor Relations section on the Company's website www.caditgroup.com.

The proxy form will be integrated, with evidence of the submitted proposals, after the deadline for receipt of the proposals.

Right to attend the Shareholders’ Meeting

The right of intervention in the Meeting and the right to vote are regulated by Article 15 of the Company’s by-laws. Those who have voting rights may alternatively:

i) confer proxy with voting instructions to the Company's Designated Representative, pursuant to Article 135-undecies of the TUF, without any charges for the delegating party except for any delivery costs;
ii) be represented by proxy and / or sub-proxy to the Company's Designated Representative, pursuant to Article 135-novies of the TUF.

Designated Representative

Pursuant to Article 106 paragraph 4 of Decree Law n. 18 of 17 March 2020, converted by Law no. 27 of 24th April 2020, as well as to the Article 71 of Decree Law no. 104 of 14th August 2020, the Shareholders' Meeting participation of those who have voting rights will take place exclusively through Spafid S.p.A., as Designated Representative by the Company pursuant to Article 135-undecies of the TUF, to which proxy shall be conferred, without charges for the delegating party, with voting instructions, on all or certain Items on the Agenda of the Shareholders’ Meeting, through the specific proxy form available on the Company website www.caditgroup.com, Investor Relations section, together with the relevant instructions.

The proxy with the voting instructions must be received, in original, to the Designated Representative, by the end of the second non-holiday day prior to the date scheduled for the Shareholders' Meeting (i.e. by 24th September 2020, or, if on second call, by 25th September 2020, together with a copy of a valid identity document of the delegating party or, in case the delegating party is a legal person, of the protempore representative-at-law or of another individual vested with the relevant powers, together with any documentation suitable for proving such role and powers, through one of the following options:

i) transmission to the certified e-mail address assemblee@pec.spafid.it (subject "CAD IT 2020 Shareholders’ Meeting proxy") of an electronically reproduced copy (PDF) from your certified e-mail or, if not available, from your ordinary e-mail of the document signed with a qualified electronic signature or digital signature;
ii) in original hard copy, by courier service or registered letter with notice of receipt to the Spafid S.p.A. address, at Foro Buonaparte n. 10, 20121 Milan (Ref. "CAD IT 2020 Shareholders' Meeting proxy") by anticipating an electronically reproduced copy (PDF) by ordinary e-mail to the address assemblee@pec.spafid.it (subject "CAD IT 2020 Shareholders' Meeting proxy").

Within the terms above, the proxy and the voting instructions may be revoked at any time using the above described procedures. The proxy has no effect with regard to proposals for which voting instructions have not been given. In the absence of the communication of the authorized intermediary certifying the right to attend the Shareholders’ Meeting, the proxy will be considered to have no effect.

Those who have voting rights, may, alternatively to the above-mentioned intervention methods provided for by Article 135-undecies of the TUF, confer proxy or sub-proxy to the Designated Representative pursuant to Article 135-novies of the TUF, which shall necessarily contain voting instructions on all or part of the Items on the Agenda, through the completion of a specific proxy / sub-proxy form, available on the Company's website www.caditgroup.com, Investor Relations section.

The procedures described in the proxy form must be followed for the conferral and notification of such proxies/sub-proxies, also if by electronic means.

It is recommended that the proxies or sub-proxies are received, for organizational reason, by 6:00 p.m. of the day prior to the date scheduled for the Shareholders’ Meeting (and in any case before the beginning of the Meeting). Within the above-mentioned term the proxy and the voting instructions may be revoked at any time.

For further clarifications regarding the assignment of the proxy to the Designated Representative (with particular regard to the filling in the proxy form, the voting instructions and their submission), please contact Spafid S.p.A. by e-mail at confidential@spafid.it or at the following telephone number (+39) 02.80687.331 - 02.80687.319 (from 9:00 a.m. to 5:00 p.m. on business days).

Reports on the Items on the Agenda

As required by the laws in force, the documentation relating to the Items on the Agenda, will be made available to the shareholders at the Company’s registered office  in Verona, via Torricelli 44/a, within the terms prescribed by the laws and regulations in force and, given the current COVID-19 epidemiological emergency situation and its currently not foreseeable developments, will be exceptionally made available for consultation also in the Investor Relations section on the Company's website www.caditgroup.com.

Further information

The Company reserves the right to integrate and / or modify the content of this notice should it becomes necessary consequently to the evolution of the current COVID-19 emergency situation.

The Company also announces that, there is reasonable motivation to believe that the Shareholders' Meeting will be held on first call on 28th September 2020.

This notice of summons is published on the Company’s website www.caditgroup.com, Investor Relations section and in the daily newspaper “La Repubblica”.

Verona, 12th September 2020

On behalf of the Board of Directors

The Chairman

Renato Dalla Riva