Centrale del Latte di Torino & C : The Shareholders’ ordinary and extraordinary Meeting approved the merger by incorporation plan…

• The merger by incorporation plan of Centrale del Latte di Firenze, Pistoia e Livorno S.p.A. into Centrale del Latte di Torino & C. S.p.A.
• Starting from the merger's effective date, the change of the corporate name, the attribution of loyalty shares and the appointment of 4 new directors
• The authorisation to purchase and dispose of treasury shares

The Shareholders' extraordinary Meeting of Centrale del Latte di Torino & C. S.p.A.- a company listed on the STAR segment of the MTA organised and managed by Borsa Italiana S.p.A., dealing in the production and sale of fresh milk, milk products and ultra-fresh products - was held today in Turin to approve the merger by incorporation plan of Centrale del Latte di Firenze, Pistoia e Livorno S.p.A. (CLF) into Centrale del Latte di Torino & C. S.p.A. (CLT). The merger plan was approved by the majorities required by article 49, para. 1, letter g) of Consob Regulation, adopted by resolution no. 11971 of 14 May 1999, as amended and supplemented (Consob Regulation), in order to be exonerated from the obligation to launch a whitewash).

Please note that the merger is included within the wider growth strategy for external lines of the two companies and is aimed at creating an inter-regional hub facility specialising in the production and sale of milk and dairy products, bringing together local situations and brands with the same fundamental values, such as quality, safety, a local dimension, continuing relations with the stock rearing and food production chain of the regions involved, giving rise to Italy's third milk and dairy hub, with a leadership position in the Piemonte, Toscana, Liguria and Veneto regions. Further to the merger, CLT will change its name to "Centrale del Latte d'Italia" (CLI) and will remain listed on the STAR segment of the MTA organised and managed by Borsa Italiana S.p.A.

The merger's exchange ratio was determined as follows: 1 CLT ordinary share (with a par value of € 2.06 each) for 6.1965 CLF ordinary shares (with a par value of € 0.52 each), rounded off to the closest unit. No cash adjustments are provided for. CLT will execute the merger through a share capital increase from € 20,600,000 to € 28,840,041.20, by issuing 4,000,020 new CLT ordinary shares with the same features as the shares outstanding, to be listed on the STAR segment of the MTA organised and managed by Borsa Italiana S.p.A..

It is also important to remember that under the terms of the transaction, immediately after the Merger becomes effective, CLI will transfer the Mukki company (currently controlled by CLF) into a new company, wholly owned by CLI, with registered and operating office in Florence, named "Centrale del Latte della Toscana". The aim of this transaction is to guarantee equity consolidation, and to safeguard the production facility and current levels of employment of the present CLF company, which is an important institutional presence locally.

The completion of the merger is subject to the fulfilment - or the waiving, if appropriate, on the part of the companies involved in the merger, where permitted by the applicable measures - by 30 September 2016, of a number of conditions, all of which, at today's date, appear to be met, with the exception of (i) the issue on the part of Consob of the provision concerning the declaration of equivalence on the share listing prospectus for the merger, pursuant to art. 57, para.1, lett. d) of the Consob Regulation, (ii) the failure to approve, issue, promulgate, implement or present, on the part of any competent court, any valid disposition or deed that prohibits or suspends the execution of the merger as provided for in the merger plan, and the failure to approve, promulgate or implement dispositions on the part of any competent court that may result in the prohibition or invalidation of the execution of the merger and (iii) the positive carrying out of confirmatory due diligence, at the conclusive stage.

The Extraordinary Shareholders' Meeting also approved a number of changes to the by-laws. These are set out in Annex 1 to the merger plan, and will become effective from the date on which the merger becomes effective vis-à-vis third parties. Specifically:

• the change of the company name from Centrale del Latte di Torino & C. S.p.A to

  Centrale del Latte d'Italia S.p.A.;

• the change in the share capital as a result of the merger;

• the attribution of loyalty shares to the those that have held ordinary shares continuously for a period of at least 24 months, starting from enrolment on a list that shall be drawn up for the purpose, in order to offer shareholders an incentive to make a medium-long term investment, with a view to shareholder retention and to encourage shareholder involvement in the decisions taken by the post-merger company;

• the amendment to the maximum number of directors, going from 11 to 14.

The Ordinary Shareholders' Meeting then resolved, with effect from the date of efficacy of the merger vis-à-vis third parties, to re-determine the number of members of the Board of Directors, increasing it from 9 to 13, and to appoint four new directors - Renato Giallombardo, Lorenzo Marchionni, Laura Materassi and Lorenzo Petretto - until the expiry of the current term of the Board of Directors, i.e. until the Meeting for the approval of the yearly financial statements on 31 December 2016.

The curriculum vitae of the directors appointed today can be found at the company headquarters, as well as on the CLT website, www.centralelatte.torino.it, in the area "Meetings and Calls", in the section "Investor relations".

Finally, the Shareholders' Meeting approved, with effect from the day after the Meeting and for a period of 18 months, the authorisation for the purchase and disposal of treasury shares for the purpose of grasping new market opportunities on the market with share exchange operations and to boost the liquidity of the share and market efficiencies.

The breakdown of the voting process and the minutes of the Meeting will be made available for public consultation in accordance with the terms and the methods provided for by law.

Turin, 13 June 2016