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MANDATORY PUBLIC TENDER OFFER ON THE ORDINARY SHARES OF DELCLIMA APPROVAL OF THE ISSUER’S STATEMENT

MANDATORY PUBLIC TENDER OFFER ON THE ORDINARY SHARES OF DELCLIMA APPROVAL OF THE ISSUER’S STATEMENT

Publish date: 22/01/2016

MANDATORY PUBLIC TENDER OFFER

ON THE ORDINARY SHARES OF DELCLIMA

APPROVAL OF THE ISSUER’S STATEMENT

Treviso, 22 January 2016 - The Board of Directors of DeLclima S.p.A. (the “Company”) has met today and has approved the statement (the “Issuer’s Statement”) pursuant to Article 103, Paragraph 3 of the Legislative Decree 24 February, 1998, no. 58 (the “TUF”) and Article 39 of Consob Regulation approved by resolution of May 14, 1999 (the “Issuer’s Regulation”), concerning the mandatory public tender offer launched by Mitsubishi Electric Corporation (the “Offeror”), pursuant to Articles 102 and 106, Paragraph 1, of the TUF, in relation to a maximum number of 37.445.340 ordinary shares of the Company.

The Company’s Board of Directors also considered the opinion of the Independent Directors who are not related parties of the Offeror, in accordance with Article 39-bis of the Issuer’s Regulations, as well as the opinion of Leonardo & Co. S.p.A., in its capacity as independent advisor designated by the Independent Directors, and the opinion issued by the Board’s financial advisor, UniCredit S.p.A.. During the meeting, in particular, the Board of Directors has resolved, inter alia, to consider the offer price of EUR 4,5271 for each ordinary share tendered to the Offer, fair from a financial standpoint.

The Issuer’s Statement, which includes the Board of Directors’ evaluation of the Offer, will be attached to the offer document that will be made available pursuant to applicable law. The Issuer’s Statement will include in attachment the opinion of the Independent Directors, together with the fairness opinion of the independent advisor Leonardo, and the fairness opinion of UniCredit.

BonelliErede acted as legal advisor of the Company.