Relatech

M&A Activity • Oct 1, 2024

Informazione Regolamentata n. 20162-95-2024	Data/Ora Inizio Diffusione 1 Ottobre 2024 17:39:36		Euronext Growth Milan
Societa'	:	RELATECH
Identificativo Informazione Regolamentata	:	196301
Utenza - Referente	:	RELATECHN02 - SANTORO
Tipologia	:	REGEM; 2.2
Data/Ora Ricezione	:	1 Ottobre 2024 17:39:36
Data/Ora Inizio Diffusione	:	1 Ottobre 2024 17:39:36
Oggetto	:	RELATECH: THE BOARD OF DIRECTORS APPROVED THE PLAN TO MERGE SIGLA GROUP S.R.L., ITHEA S.R.L., IOT CATALYST S.R.L., DIALOG SISTEMI S.R.L. INTO RELATECH

Testo del comunicato

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PRESS RELEASE

RELATECH: THE BOARD OF DIRECTORS APPROVED THE PLAN TO MERGE SIGLA GROUP S.R.L., ITHEA S.R.L., IOT CATALYST S.R.L., DIALOG SISTEMI S.R.L. INTO RELATECH S.P.A.

Milan, 1 st of October 2024

Relatech S.p.A., Digital Enabler Solution Know-how (D.E.S.K.) Company ("Relatech" or the "Company") listed on the Euronext Growth Milan market (Ticker: RLT), hereby announces,that the Board of Directors, which met today, approved the merger plan for the incorporation of Gruppo Sigla S.r.l. ("Sigla"), Ithea S.r.l. ("Ithea"), IoT Catalyst S.r.l. ("IOT"), Dialog Sistemi S.r.l. ("Dialog" and, jointly with Sigla, Ithea and IOT, the "Merged Companies") into Relatech S.p.A.("Relatech" or the "Merging Company" and, jointly with the Merging Companies, the "Companies").

The meeting of the administrative bodies of the Merged Companies that approved the merger plan were held today as well.

The merger will, among other things, rationalize and streamline the group structure.

As a result of the merger, Relatech, as the Merging Company, will take over, as of the date of completion of the merger, all the legal relationships of the Merged Companies, maintaining its name, its legal form as a joint stock company, and will include among its assets and liabilities in its balance sheet the assets and liabilities of the Merged Companies by canceling its assets and the relevant shareholding currently held in the Merged Companies, without resorting to any increase in its share capital.

The transaction will take effect, pursuant to Article 2504-bis, paragraph 2, of the Civil Code, from the date of the last registration of the deed of merger in the Companies' Register; for accounting and income tax purposes, the transaction will be effective retroactively from the first day of the year in which the merger takes effect for statutory purposes.

Since the Merged Companies are wholly and directly controlled by Relatech, the simplified merger procedure under Article 2505 of the Civil Code applies.

Pursuant to Article 21 of Relatech's By-Laws, the resolution relating to the merger will be taken by Relatech's Board of Directors, without prejudice to the possibility for shareholders holding

shares representing at least 5% of the share capital to request (pursuant to Article 2505, paragraph 3, of the Civil Code), within 8 days of the filing of the merger plan with the competent

Companies' Register, that such resolution be adopted by the Shareholders' Meeting. Similarly, the administrative bodies of the Merging Companies will take resolutions on the merger.

It should also be noted that the documents required by Article 2501-septies of the Civil Code have been filed at the registered office, and that they will, in addition, be available on Relatech's website www.relatech.com, Investor Relations/Corporate Documents section.

This press release is online at www,relatech,com (Investor Relations/Press Release section) www,emarketstorage,com,

***

Relatech (ticker RLT ISIN IT0005433740), Digital Enabler Solution Know-how (DESK) Company listed on the Euronext Growth Milan market since June 2019, has been active for over twenty years in Digital Enabler frontier technologies, such as Cloud, Cybersecurity, IoT, Big Data, Blockchain, Machine Learning, Relatech is the reference partner for Digital Innovation of companies and leads a group of companies highly specialized in Digital Enabler Technologies united by the common mission of supporting customers in the digital transformation process, Relatech constantly invests in Open Innovation with an intense R&D activity carried out by internal hubs in collaboration with universities and national research centres, Thanks to the RePlatform digital platform and the know-how deriving from the ecosystem of scientific and technological partners, Relatech develops digital services and solutions capable of innovating the business model of its customers, guaranteeing sustainable business growth for all those companies that see in the process of digital innovation the key to current and future success,

Contacts

ISSUER Relatech S,p,A, - Investor Relations Michele Santoro | investor@relatech,com | T: +39 02 2404909 | Via Ercole Marelli, 165 - 20099 Sesto San Giovanni (MI)

EGA

Illimity Bank S,p,A,| relatech@illimity,com | T: +39 02 82849699| Via Soperga 9 – 20124 Milano

SPECIALIST

MIT SIM S,p,A, | trading-desk@mitsim,it | T: +39 02 30561 276 | C,so Venezia,16 - 20121 Milano

INVESTOR & MEDIA RELATIONS ADVISOR IR Top Consulting | ir@irtop,com | T: + 39 02 4547 3883/4 | Via Bigli, 19 - 20121 Milano

Fine Comunicato n.20162-95-2024	Numero di Pagine: 4