Notice of summons to extraordinary shareholders' meeting of September 10th, 2018

Each person entitled to vote is summoned to the extraordinary shareholders’ meeting to be held, in single call, at 9.30 am on Monday, September 10^th, 2018 at the Company head offices in Verona, via Torricelli, 44/a, to resolve on the following item on the agenda:

1. approval of the merger plan regarding the reverse merger by incorporation of CAD IT S.p.A. into its fully-owned subsidiary CAD S.r.l.; related and connected resolutions.

Company capital information

The company capital, fully paid up, is equal to Euro 4,669,600.00 and is divided into 8,980,000 ordinary shares with a par value of Euro 0.52 each, all with equal rights.

Further information on company capital is available on the Company’s website www.caditgroup.com, Investor Relations section.

Documentation

The documentation required by the laws in force will be made available to the public at the Company’s registered office and at Borsa Italiana S.p.A. and on the authorized storage system “eMarket STORAGE” managed by Spafid Connect S.p.A. and available at www.emarketstorage.com and will be published on the Company website at www.caditgroup.com, Investor Relations sections, within the terms prescribed by the norms in force.

Shareholders’ Meeting participation

Each ordinary share entitles to one vote at the Shareholders’ Meeting.

In relation to participation and voting at the Shareholders’ Meeting, it is hereby specified that:

- in accordance with article 83 sexies of Leg. Dec. 58/1998 (hereinafter “TUF”) and with article 10 of the Company’s by-laws, the validity of the intervention in the Meeting and the right to vote is certified by a communication made to the Company by the broker in accordance with its accounts, in favor of the person having the right to vote at the end of the seventh accounting day of open market prior to the date set for the meeting, i.e. August 30^th, 2018 (the “record date”). Operations on accounts after such date do not count for the purposes of the attribution of the right to vote in the Meeting. The notices from the broker must reach the Company within the end of the third accounting day of open market prior to the date set for the meeting (i.e. September 5^th, 2018). Nevertheless, a person can validly participate and vote if the communication reached the Company after the above-mentioned deadline but within the start of the Shareholders’ Meeting;

- in accordance with TUF article 135-novies and with article 11 of the Company’s by-laws, each person entitled to vote can be represented upon written or conferred through a digitally signed electronic document delegation, in accordance with the laws in force. For such purpose, the delegation at the bottom of the attendance notice issued by the authorised broker or the form that can be downloaded from the www.caditgroup.com website, Investor Relations section, may be used. Said delegation can be delivered or sent to the Company by registered post to its head office address or by certified e-mail to investor.cadit@registerpec.it.

The representative can, in lieu of the original, deliver or send, even by digital means, a copy of the delegation stating, under his/her own responsibility, that said copy conforms to the original and giving the identity of the delegator;

- the Company has not designated representatives to whom the shareholders can confer a delegation with voting instructions on all or some of the items on the agenda;

- voting procedures by post or electronic means are not allowed.

In relation to the items on the Shareholders’ Meeting agenda, it is hereby specified that:

- in accordance with TUF article 127-ter and with article 8 of the Company’s by-laws, each person entitled to vote can propose questions in relation to the items on the agenda, even before the Meeting, sending them by registered post to the Company head office or sending them by registered post to the Company head office or by certified e-mail to investor.cadit@registerpec.it by September 7^th, 2018. The questions will be answered at the latest during the Meeting itself and the Company has the right to provide one answer to questions on the same content.

Additions to the agenda and new deliberation proposals

In accordance with TUF article 126-bis and with article 8 of the Company’s by-laws, those Shareholders who, also jointly, represent at least one fortieth of the Company capital, can ask, within ten days after summons to the meeting has been published, for other items to be added to the agenda, indicating the topics they wish to be discussed in their request or submit proposals on items already on the agenda; the requests, together with the certificate of possession of the above mentioned share, should be sent in writing via registered post to the Company head office or by certified e-mail to investor.cadit@registerpec.it. In any case, each person entitled to vote may individually submit deliberation proposals during the Shareholders’ Meeting.

The integrations to the agenda or the proposals on items already on the agenda are published, in the same modalities set for the publication of the notice of summons, at least fifteen days before the day of summons, i.e. within August 26^th, 2018. Further proposals on items already on the agenda are published according to the modalities set by TUF art. 125-ter, paragraph 1, simultaneously with the notice of their submission.

The addition of items on the agenda for Shareholders’ Meeting deliberation that regard Board of Directors' proposals or based on a project or a report drafted by the same, different from those listed in TUF article 125-ter, paragraph 1, is not allowed.

The shareholders who require integrations to the agenda should prepare a report indicating the reason for the new items they propose or the reason for their further proposals on items already on the agenda. This report is transmitted to the Board of Directors within the deadline set for the integration request.

The Board of Directors publishes the report, together with any remarks, simultaneously with the publication of the integration notice or the submission, as indicated by TUF article 125-ter, paragraph 1.

Further information and the terms and conditions for the exercise of the above-mentioned rights are published on the Company's website www.caditgroup.com, Investor Relations section.

Withdrawal Right

Should the proposed merger by incorporation of CAD IT S.p.A. into its subsidiary CAD S.r.l. be approved, it will entail the delisting of CAD IT S.p.A. shares from the Stock Exchange Market (“Mercato Telematico Azionario”) managed and organized by Borsa Italiana S.p.A. and the shareholders who will not concur to the approval of this merger will be entitled to exercise the withdrawal right, pursuant to Art. 2437 and 2437-quinquies of the Italian Civil Code. In this regard, it is hereby communicated that the withdrawal consideration for the shares in relation to which the withdrawal right will be duly exercised is equal to Euro 5.29 (5 Euro and twenty-nine cents) for each share. This consideration corresponds, pursuant to Art. 2437-ter, third paragraph, of the Italian Civil Code, to the arithmetic mean of the closing price of the CAD IT S.p.A. shares during the six months prior to the publication of the notice of call of the shareholders’ meeting.

Further relevant information on the exercise of the withdrawal right will be published in accordance with and within the terms provided for by the law.

Pursuant to TUF article 125-bis and article 84 of the implementing regulations of Legislative Decree 58/1998, concerning issuers’ regulations, adopted by Consob with deliberation n. 11971 of 14^th May 1999, the current notice of summons is published on the Company’s website www.caditgroup.com, Investor Relations section and, by excerpt, in the daily newspaper “La Repubblica”. The notice is also available at Borsa Italiana S.p.A. and on the authorized storage system “eMarket STORAGE” managed by Spafid Connect S.p.A., at www.emarketstorage.com.

For the Board of Directors

The Chairman

Paolo Dal Cortivo