Carraro's Board of Directors approves the terms and conditions of the capital increase

DISCLAIMER

The contents of this section are updated as at August 6th, 2021. Please note that, as a result of the delisting of the shares of Carraro S.p.A. from the Electronic Stock Market organized and managed by Borsa Italiana S.p.A., pursuant to the resolution n. n. 8788 dated July 29th, 2021 and effective from August 6th, 2021 this section has not been subject to further updates. Therefore, the information, the data, the documents and, generally, the contents of this website refer to and are updated as at the date of August 6th, 2021

Subscription rights offer timetable: from 8 May 2017 to 26 May 2017

21.3% discount on TERP

Campodarsego (Padua), 2 May 2017 – The Board of Directors of Carraro S.p.A. (the "Company" or "Carraro"), at a meeting held today, approved the conditions of the divisible capital increase of a maximum of 54 million Euros resolved by the extraordinary shareholders' meeting of 27 June 2016 (the "Capital Increase") and the timetable of the related offer of subscription rights to shareholders (the "Offer").

In particular, the Capital Increase will take place through the issue of a maximum of 33,726,630 newly issued ordinary shares (or B shares, at the discretion of each subscriber), with a nominal value of 0.52 Euros each, in a ratio of 7 new ordinary shares (or B shares) for every 9 ordinary shares held, at an issue price of 1.596 Euros per share (the "Offer Price") of which 0.52 Euros by way of capital and 1.076 Euros by way of share premium), for a total value of a maximum of 53,827,701.48 Euros, of which a maximum of 17,537,847.60 Euros to be allocated to share capital and a maximum of 36,289,853.88 Euros to be allocated to the share premium reserve.

The Offer Price of the new shares, as established by the Extraordinary Shareholders' Meeting of 27 June 2016, was determined by the Board of Directors choosing the greater of: (a) the average stock market price in the 6 months prior to the date of 27 May 2016 (the date of the Board of Directors meeting to convene the Extraordinary Shareholders' Meeting) and (b) the average stock market price of the 6 (six) months prior to the last trading day prior to the date of determination of the Offer Price.

This Offer Price incorporates a discount of 21.3% compared to the TERP or Theoretical Ex Right Price of Carraro ordinary shares, calculated in accordance with current methodologies, based on the official stock market price of 2 May 2017.

The effectiveness of the aforementioned resolutions is subject to issue by Consob of the measure approving the prospectus relating to the Offer and admission to listing of the newly issued shares (the "Prospectus”).