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Carel Industries

Major Shareholding Notification Jun 14, 2018

4037_dirs_2018-06-14_5f36755a-86f2-469d-b1cd-4de48aaf1f40.pdf

Major Shareholding Notification

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Informazione
Regolamentata n.
2092-6-2018
Data/Ora Ricezione
14 Giugno 2018
20:40:52
MTA - Star
Societa' :
CAREL INDUSTRIES S.P.A.
Identificativo
Informazione
Regolamentata
: 105213
Nome utilizzatore : CARELINDUSNSS01 - --
Tipologia : 3.1
Data/Ora Ricezione : 14 Giugno 2018 20:40:52
Data/Ora Inizio
Diffusione presunta
: 14 Giugno 2018 20:40:53
Oggetto : Excerpt from the shareholders' agreements
pursuant to Article 129 of Consob
Regulation No 11971/1999
Testo del comunicato

Vedi allegato.

Excerpt from the shareholders' agreements pursuant to Article 122 of Legislative Decree No. 58 of 24.2.1998, the ("TUF") and Article 129 of Consob Regulation No. 11971/1999 of 14 May 1999 as amended ("Issuers' Regulation)

Carel Industries S.p.A.

Pursuant to Article 129 of the Issuers' Regulation, it is hereby announced that on 10 June 2018 a syndicate agreement was entered into by Luigi Rossi Luciani S.a.p.A. and Luigi Nalini S.a.p.A. for the appointment of the members who make up the corporate bodies of Carel Industries S.p.A. ("Carel" and the "Company"), with its registered office in Brugine (PD), 11 Via dell'Industria, VAT Registration No., tax code and Padua Business Register No. 04359090281, a company listed on the STAR segment of the Italian Share Market (MTA), organised and managed by Borsa Italiana S.p.A. (the "Agreement").

The Agreement involves 59,750,000 Carel shares, equal to 59.75% of the company's share capital, representing 119,500,000 voting rights (as a result of the majority of shares with voting rights being owned by Luigi Rossi Luciani S.a.p.A. and Luigi Nalini S.a.p.A. pursuant to the existing by-laws) and constituting around 74.80% in total of the share capital of the company with voting rights.

The voting syndicate type shareholders' agreements for the nomination of the members of the corporate bodies of the Company pursuant to Article 122, paragraph 1 of the TUF.

***

Still pursuant to Article 129 of the Issuers' Regulation, it is hereby announced that on 27 July 2015 Cecilia Rossi Luciani, Carlotta Rossi Luciani and Vittorio Rossi Luciani, who own a stakeholding equal to 99.99% of Luigi Rossi Luciani S.a.p.A. by way of bare ownership with voting rights under common ownership in equal shares ("Common Ownership"), agreed a settlement for governing the Common Ownership (the "Settlement") which contains, inter alia, shareholders' agreements with voting syndicates and block syndicates pursuant to Article 122, paragraph 1 and paragraph 5, lett. b) of the TUF. Luigi Rossi Luciani S.a.p.A., in turn, owns 45.28% of the share capital of Carel with voting rights..

The Agreement and the Settlement, in their respective full versions, were submitted to Consob and were filed at the Padua Business Register on 14 June 2018.

***

The excerpt from the Agreement and the excerpt from the Settlement, containing the essential information required by Article 130 of the Issuers' Regulation are published on the company's website at the address www.carel.it, in the section Investor&Governance/Corporate Governance/Agreements] as well as the authorised storage platform "eMarket Storage" ().

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