Carel Industries S p A : Updates of essential information relating to the Shareholders Agreement between Luigi Rossi Luciani S.a.p.a. and Luigi Nalini S.a.p.a. have been published

Press Release

Updates of essential information relating to the Shareholders Agreement between Luigi Rossi Luciani

S.a.p.a. and Luigi Nalini S.a.p.a. have been published

Brugine (PD), 8 January 2021 - CAREL Industries S.p.A. (the "Issuer") announces that the updates of the essential information relating to the Shareholders' Agreement between Luigi Rossi Luciani S.a.p.a. and Luigi Nalini S.a.p.a. have been published on the corporate website www.carel.com, Investor&Governance/Corporate Governance/Shareholders'

Agreements section as well as on the authorized storage mechanism "eMarket Storage" (www.emarketstorage.com).

The update was necessary due to the decrease of the total number of loyalty shares regarding no. 3.582.560 shares owned by Luigi Nalini S.a.p.a. following the completion of the accelerated book-building transaction mentioned in the press releases dated 4 and 5 January 2021.

Please find attached copy of the updates of the essential information relating to the Shareholders' Agreement between Luigi Rossi Luciani S.a.p.a. and Luigi Nalini S.a.p.a.

For further information
INVESTOR RELATIONS	MEDIA RELATIONS
Giampiero Grosso - Investor Relations Manager Barabino & Partners
[e-mail]	Fabrizio Grassi
[phone]	[e-mail]
	+39	392 73 92 125
	Francesco Faenza
	[e-mail]
	+39	02 72 02 35 35

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CAREL

The CAREL Group is a global leader in the design, production and marketing of technologically-advanced components and solutions for excellent energy efficiency in the control of heating, ventilation and air conditioning ("HVAC") and refrigeration equipment and systems. CAREL is focused on several vertical niche markets with extremely specific needs, catered for with dedicated solutions developed comprehensively for these requirements, as opposed to mass markets.

The Group designs, produces and markets hardware, software and algorithm solutions aimed at both improving the performance of the units and systems they are intended for and for energy saving, with a globally-recognised brand in the HVAC and refrigeration markets (collectively, "HVAC/R") in which it operates and, in the opinion of the Company's management, with a distinctive position in the relevant niches in those markets.

HVAC is the Group's main market, representing 66% of the Group's revenues in the financial year to 31 December 2019, while the refrigeration market accounted for 33% of the Group's revenues.

The Group commits significant resources to research and development, an area which plays a strategic role in helping it maintain its position of leadership in the reference HVAC/R market niches, with special attention focused on energy efficiency, the reduction of environmental impact, trends relating to the use of natural refrigerant gases, automation and remote connectivity (the Internet of Things), and the development of data-driven solutions and services.

The Group operates through 24 subsidiaries and nine production plants located in various countries. As of 31 December 2019, approximately 80% of the Group's revenues was generated outside of Italy and 30% outside of EMEA (Europe, Middle East, Africa).

Original Equipment Manufacturers or OEMs - suppliers of complete units for applications in HVAC/R markets - make up the Company's main category of customers, which the Group focuses on to build long-term relationships.

Excerpt from the shareholders' agreements containing essential information pursuant to Article 122 of Legislative Decree No. 58 of 24.2.1998, as later amended, the ("TUF") and Articles 130 and 131, paragraph 2, of Consob Regulation No. 11971/1999 of 14 May 1999 as amended ("Issuers' Regulation")

CAREL Industries S.p.A.

The following essential information have been updated pursuant to Article 131, paragraph 2, of the Issuers' Regulation in order to consider the change of the number of the Assigned Shares and of the relevant voting rights. Such change follows the sale by Luigi Nalini S.a.p.a. of total no. 3,582,560 CAREL's ordinary shares with increased voting rights completed on January 5, 2021 with settlement on January 7, 2021 (the "Sale").

As a result of the reduction of the overall number of ordinary shares with increased voting rights and, therefore, of the overall number of voting rights exercisable at Shareholders' meeting following the Sale, it has also occurred a change in the percentage of the number of voting rights relating to the Assigned Shares owned by Luigi Rossi Luciani S.a.p.a. and Luigi Nalini S.a.p.a. of the share capital with voting rights.

• (i) the change in the total amount of voting rights exercisable at Shareholders' meeting following the increase in voting rights relating to a total of no. 4,400,000 ordinary shares of CAREL Industries, pursuant to Article 127- quinquies of Legislative Decree no. 58/98 and in application of the provisions set forth in Article 13 of the Articles of Association, as announced by the Company on 7 October 2020 pursuant to Article 85-bis, comma 4-bis, of the Issuers' Regulation; and (ii) the ensuing reduction of (a) the percentage of the number of voting rights relating to the Assigned Shares owned by Luigi Rossi Luciani S.a.p.a. and Luigi Nalini S.a.p.a. of the share capital with voting rights and (b) the percentage of the overall number of voting rights relating to the Assigned Shares of the share capital with voting rights, as a result of the increase of the overall number of ordinary shares with increased voting rights and, therefore, of the overall number of voting rights exercisable at Shareholders' meeting.

It should be noted that at the date hereof the Company's share capital consists of no. 100,000,000 ordinary shares, granting, collectively, no. 164.150.000160,567,440voting rights. Specifically, the Company's share capital consists of: (i) no 35.850.00039,432,560ordinary shares without increased voting rights, granting no. 35.850.00039,432,560voting rights; and (ii) no. 64.150.00060,567,440ordinary shares with increased voting rights, granting no. 128.300.000121,134,880voting rights.

Following the abovementioned changes, the overall number of Assigned Shares is equal to no. 56,167,440 and the overall number ofvoting rights relating to the Assigned Shares is stillequal to no. 119.500.000112,334,880whereas the relevant percentage out of the total share capital of CAREL with voting rights is around 69.9672.80% instead of 72.8074.80%.

The changes to the text of the excerpt are underlined. The abovementioned terms used in capital letter have the same meaning specified hereinafter.

Pursuant to Article 122 of the TUF and Articles 130 and 131, paragraph 2, of the Issuers' Regulation, it is hereby announced that on 10 June 2018, a syndicate agreement (the "Agreement") was entered into by Luigi Rossi Luciani S.a.p.A., with its registered office Brugine (PD), 14 Via dell'Industria, VAT Registration No., Tax Code and Padua Business Register No. 04916670286 ("Luigi Rossi Luciani S.a.p.A.") and Luigi Nalini S.a.p.A., with its registered office in Brugine, 14 Via dell'Industria, VAT Registration No., Tax Code and Padua Business Register No. 04916680285 ("Luigi Nalini S.a.p.A"), (jointly or individually, as applicable, the "Shareholders" or the "Shareholder") involving the ordinary shares (the "Shares") of CAREL Industries S.p.A.

1. A company whose financial instruments are the subject of the Agreement

The subject of the Agreement is the Shares of CAREL Industries S.p.A. 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. (hereinafter known as "CAREL" or the "Company") with a share capital of €10,000,000.00 broken down into 100,000,000 ordinary shares with no par value.

2. Type of agreement

The shareholders' agreements described below are syndicate voting type agreements for the appointment of the members of the Company's administrative bodies pursuant to Article 122, paragraph 1 of the TUF.

3. Participating parties and Assigned Shares in the Agreement

The table below contains the number of Shares assigned to the Agreement by Luigi Rossi Luciani S.a.p.A. and Luigi Nalini S.a.p.A1. (the "Assigned Shares") and the related percentage with regard to the share capital, the number of voting rights with reference to the Assigned Shares (as a result of the majority decision of the voting rights of the shares owned by Luigi Rossi Luciani S.a.p.A. and by Luigi Nalini S.a.p.A. in accordance with the current by-laws) and the percentage of same in relation to the total number of votes that can be exercised at the meeting, as well as the percentage of Shares in relation to the total Assigned Shares and the percentage of voting rights in relation to the total number of voting rights of the Assigned Shares.

Shareholders	No. of Assigned	% Assigned Shares of	Number of voting	% of	voting		%	of	Assigned
	Shares	the share capital	rights relating to the	rights	of	the		Shares of	the	total
			Assigned Shares	Assigned			Assigned Shares
				Shares	of	the		% of voting rights of
				share	capital
					the Assigned Shares
				with	voting
					out	of	the	total
				rights
							voting rights of the
								Assigned Shares
Luigi Rossi Luciani	36,167,433	36.17	72,334,866	45.05				64.39
S.a.p.A.	44.07				60.53
	20,000,007	20.00	40,000,014	24.91				35.61
Luigi Nalini S.a.p.A.
23,582,567	23.58	47,165,134	28.73				39.47
Total	56,167,440	56.17	112,334,880	69.96				100
	59.75	119,500,000	72.80
	59,750,000

4. Parties which, through the Agreement, can exercise control over the Company

1 Francesco Nalini, Chiara Nalini and Valerio Nalini own a stakeholding equal to 79.6% of Luigi Nalini S.a.p.a. by way of joint bare ownership with voting rights held in equal shares and therefore exercise control over Luigi Nalini S.a.p.a. pursuant to Article 2359, paragraph 1, no.1, of the Italian Civil Code.