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Carel Industries Proxy Solicitation & Information Statement 2023

Aug 4, 2023

4037_egm_2023-08-04_abde9ce5-1dbf-4d0c-b8dd-5a6d96a86e1a.pdf

Proxy Solicitation & Information Statement

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CAREL INDUSTRIES S.P.A.

Registered office in Brugine (PD), - Via dell'Industria, 11 Fully subscribed share capital Euro 10,000,000 Registration number with the Padua Register of Companies: 04359090281 Websitewww.carel.com

EXTRACT FROM THE CALL FOR THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETINGS

The Shareholders of CAREL Industries S.p.A. (the "Company") are called to the ordinary and extraordinary meeting to be held at the block known as CAREL 5 in Via Ardoneghe 15, in Brugine (PD), on 14 September 2023 at 10:00 a.m., in a single call, to discuss and resolve on the following

Agenda

Ordinary Part

Integration of the Board of Statutory Auditors through the appointment of an Alternate Auditor; related and consequent resolutions.

Extraordinary Part

Proposal to increase the share capital, against payment and in divisible form, up to a maximum overall amount of Euro 200,000,000.00 (including any share premium), through the issuance of ordinary shares, to be offered in option to the Company's Shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code; related amendments to Article 5 of the By-Laws; related and consequent resolutions.

For information on the share capital at the date of the call notice and detailed information and instructions on the rights that can be exercised by shareholders, including the right to attend and vote at the Shareholders' Meeting, the right to ask questions before the Shareholders' Meeting, inclusion of items on the agenda and the presentation of new resolution proposal on items already on the agenda of the Shareholders' Meeting, as well as the availability of the full text of the resolution proposals, together with the explanatory reports, and the documents that will be submitted to the Shareholders' Meeting and the organisational aspects of the Shareholders' Meeting, reference should be made to the full text of the notice of call available on the Company's website at www.carel.com (Investor Relations/Shareholders' Meeting) and at the authorized storage mechanism named "eMarket STORAGE" at .