Carel Industries

Proxy Solicitation & Information Statement • Mar 15, 2019

CERTIFICATION OF THE PROXY HOLDER IN CASE OF DELIVERY OR TRANSMISSION OF COPY OF THE PROXY FORM

I, the undersigned, ____________________________________________________________________________________ ________________________________________________________________________ ¹ , as proxy holder/substitute proxy holder appointed to participate in the Shareholders' Meeting of CAREL INDUSTRIES S.p.A. ("Carel" or the "Company"), which will be held on 15 April 2019, at 11:00 a.m., at the Company's registered office in Brugine (PD), Via dell'Industria, 11, in single call, under my responsibility, in accordance with Article 135 novies, paragraph 5, of Legislative Decree No. 58/1998 ("TUF")

CERTIFY

(i) that the copy of the proxy for participation in the said Shareholders' Meeting, delivered / transmitted to Carel, is a true copy of the original proxy; and

(ii) that the identity of the person or entity granting the proxy is as follows:_______________________________ ____________________________________________________________________________ 2.

I acknowledge that, in accordance with Article 135-novies, paragraph 5, of the TUF, the proxy holder shall keep the original proxy form and any voting instructions received for one year following the date of the end of the Shareholders' Meeting.

Date and place Signature of the proxy holder

______________________ _______________________________

¹ Specify the name, surname or company name, tax code or VAT number, complete address of the domicile or registered office of the proxy holder, or substitute proxy holder.

² Specify the name, surname or company name (as they appear in the communication for attendance at the Shareholders' Meeting in accordance with Article 83-sexies of the TUF), tax code or VAT number, complete address of the domicile or registered office of the person or entity granting the proxy.

INFORMATION ON THE PROCESSING OF PERSONAL DATA (Article 13 of Regulation (EU) 2016/679)

The Regulation (EU) 2016/679 on the protection of personal data (the "Regulation") sets forth some provisions related to the protection and processing of personal data.

The purpose of this document ("Privacy Document") is to provide the information concerning the processing of your personal data collected through the proxy form that you have filled out ("Personal Data"). The Company will carry out this processing for the purposes mentioned in section 3 of this Information, in accordance with the provisions of the Regulation and of the other applicable laws on the processing of personal data.

Processing of personal data means any operation or set of operations which is performed on personal data or on sets of personal data, including data not recorded in a database, whether or not by automated means, such as collection, recording, organisation, structuring, storage, processing, selection, blocking, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

1. Controller and Processors

The Controller (i.e., the legal person that determines the means and purposes of the processing) is Carel Industries S.p.A., with registered office in Brugine (PD), Via dell'Industria 11, Italy ("Controller").

For all purposes concerning this Privacy Document, including exercise of the rights mentioned in section 7 hereof, you can contact the Controller, without any formalities, by sending an email to: privacy@carel.com.

The up-to-date list of Processors (if appointed) can be found at the abovementioned registered office or, upon your request, communicated to the above email address.

2. Data Protection Officer

We inform you that the Controller has appointed a Data Protection Officer ("DPO") who can be reached at the following email address: privacy@carel.com.

3. Purpose and legal basis of the processing - Need to provide personal data

The Controller will process your personal identification data (including name, surname, tax code, domicile) and contact details, manually and/or with the aid of digital or electronic tools, in compliance with the Regulation and exclusively for the following purposes:

• (i) to make it possible to manage the Shareholders' Meetings and, more specifically, to enable those entitled to attend the Shareholders' Meeting to exercise their voting right by proxy in accordance with Article 135-novies of the TUF and Article 10 of the Company's Articles of Association; and
• (ii) to comply with the relevant obligations required by the law, EU regulation or legislation, and further to abide by the orders of the relevant authorities empowered by the law or by supervisory and control bodies.

The legal basis for processing the Personal Data for the purposes set out under points (i) and (ii) above is the need to fulfil a legal obligation of the Controller. Your consent is accordingly not required.

Providing your Personal Data is necessary for the purposes specified above. Therefore, failure to provide such data will result in the proxy-holder not being entitled to attend the Shareholders Meeting by proxy.

4. Communication and dissemination of Personal Data

With regard to Article 13, paragraph 1, letter (e) of the Regulation, we hereby indicate the persons or categories of persons who may become aware of your Personal Data in their capacity as Processors or as persons under the authority of the Controller; a suitable list by categories is provided below:

• staff specifically authorised to process your Personal Data, in their capacity as Processors, Persons in charge of processing, or persons under the authority of the Controller and suitably trained to that end by the same, to pursue the purposes set out in section 3 hereof.

It is in any event understood that your Personal Data may be disseminated or communicated to additional third parties when complying with a legal requirement, with EU regulation or legislation, or pursuant to orders issued by the relevant Authorities empowered by the law or by supervisory and control bodies.

5. Transfer of Personal Data to countries that are not European Union members.

Your Personal Data shall not be transferred to Companies or other entities outside the European Union.

6. Data storage times

Your Personal Data, being processed for the purposes set out in section 3 above, will be stored, in compliance with the principle of limitation of storage, until the purposes of the processing have been entirely fulfilled and, in any event, no longer than 10 years.

It is nevertheless understood that the Controller shall in any event be required and/or authorised to store the Personal Data, in whole or in part, for a longer period for specific purposes, as expressly required by specific provisions of the law or to enforce or defend a right in courts.

7. Exercise of rights by the data subject

In accordance with Article 13 of the Regulation, we hereby inform you that you have the following rights as regards the processing of your Personal Data:

• a) right to request the Controller to access your Personal Data, to rectify or erase said data or to limit the processing that concerns you or to oppose its processing, in the circumstances envisaged by the Regulation;
• b) right to the portability of the data under Article 20 of the Regulation;
• c) right to lodge a complaint with the Italian Data Protection Authority, by following the procedures and instructions published on the Authority's official website (https://www.garanteprivacy.it/web/guest/home\_en).

Any rectification, erasure or restriction of processing of your Personal Data carried out at your request shall be communicated by the Controller to each of the recipients to whom your Personal Data have been sent (unless this is impossible or entails a disproportionate effort). The Controller will disclose these recipients to you if you request so.

We hereby inform you that you may exercise the abovementioned rights at no cost and without any formality, by contacting the Controller at the addresses in section 1 of this Privacy Document.

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I hereby state that I have received this Privacy Document and that I have read and understood it in its entirety.

_____________________ Date

________________________________________________ Full names

________________________________________________

Signature