AGM Information • Apr 3, 2025
AGM Information
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The General Shareholders' Meeting of Unidata S.p.A. ("Unidata" or the "Company") is convened in ordinary session on May 8, 2025 at 10:00 a.m., in a single call, exclusively by telecommunication means, to discuss and resolve on the following
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The current share capital is €10,000,000.00, divided into 30,886,610 shares with no par value; each share entitles the holder to one vote at the Company's ordinary and extraordinary shareholders' meetings, except for the 17,000,000 shares of shareholder Uninvest S.r.l. and the 300,000 shares of shareholder Giampaolo Rossini, which have been granted increased voting rights pursuant to Article 8 of the Company's Articles of Association.
Therefore, the number of voting rights that can be exercised at the Shareholders' Meeting is 48,186,610.
As of the date of publication of this notice, the Company holds 654,181 treasury shares equal to 2.1180% of the share capital as of the same date.
Pursuant to Article 83-sexies of Legislative Decree 24 February 1998 no. 58, as subsequently amended and supplemented (the "TUF"), the entitlement to attend the Shareholders' Meeting and to exercise the related voting right which, as more fully specified below in this Notice of Shareholders' Meeting, may take place exclusively through an appointed representative - is attested by a communication to the Company made by the intermediary in favor of the person entitled to vote (the "Notice"), on the basis of the evidence resulting from its accounting records relating to the end of the 7th (seventh) open market day preceding the date of the Shareholders' Meeting (i.e., by April 28, 2025 - the so-called record date). Therefore, eligible to attend the Shareholders' Meeting are those who hold voting rights at the end of the accounting day of Tuesday, April 28, 2025 and for whom the Company has received the relevant
UNIDATA S.p.A. Viale A. G. Eiffel 100 Commercity M26 00148 Rome T +39 06 404041 F +39 06 40404002 [email protected] unidata.co.uk
N. REA 956645 Share Capital €. 10,000,000.00 i.v. Tax code/VAT number IT06187081002

communication made by the authorized intermediary. Credit and debit entries made to the accounts after the aforementioned deadline are irrelevant for the purpose of eligibility to exercise voting rights at the Shareholders' Meeting, and therefore those who are found to hold the shares only after the aforementioned deadline will not be eligible to vote at the Shareholders' Meeting.
The Notice must be received by the Company by the end of the 3rd (third) trading day preceding the date of the Shareholders' Meeting (i.e., by May 5, 2025) at the certified e-mail addressinvestor\[email protected] . This is without prejudice to the entitlement to participate in the Shareholders' Meeting and to exercise voting rights (through the procedures provided below) if the Notices are received by the Company after this deadline, provided that they are received by the start of the Shareholders' Meeting proceedings.
Please note that the Communication to the Company is made by the intermediary at the request of the person entitled to the right. Holders of the voting right are required to give instructions to the intermediary holding the relevant accounts to make the Disclosure, under penalty of forfeiture of participation. Any requests for notice the intermediary or economic charges for the completion of the intermediary's duties are not attributable to the Company.
Pursuant to Article 16 of the Company's Articles of Association, Directors and Statutory Auditors as well as other persons entitled to attend pursuant to law, other than those entitled to vote, may attend the Shareholders' Meeting through telecommunication means that also ensure their identification. Instructions for attending the Shareholders' Meeting through telecommunication means will be made known by the Company to the Directors and Statutory Auditors as well as others entitled to attend, other than those entitled to vote.
There are no procedures for voting by mail or electronic means.
The Company has appointed Computershare S.p.A., with registered office at Via Lorenzo Mascheroni No. 19, 20145 - Milan (MI) and with offices at Via Monte Giberto 33, 00138 - Rome (RM) - to represent the Shareholders pursuant to Articles 135- undecies and 135-undecies.1 of the TUF and the provisions Article 16 of the Articles of Association (the "Designated Representative"). Therefore, all those who are entitled to attend and vote at the Shareholders' Meeting must mandatorily grant an appropriate proxy to the Designated Representative.
In accordance with provisions of Article 16 of the Articles of Association and pursuant to Article 135-undecies.1 of the TUF, attendance at the Shareholders' Meeting by those entitled to voting rights and the exercise of voting rights will take place exclusively through the Designated Representative without physical participation by Shareholders; the aforementioned Designated Representative may also be granted proxies and/or sub-delegates pursuant Article 135 novies of the TUF, as an exception Article 135-undecies, paragraph 4, of the TUF. Therefore, all those who are entitled to attend and vote at the Shareholders' Meeting must mandatorily grant appropriate proxies to the Designated Representative.
Therefore, the proxy with voting instructions can be given, at no cost to the proxy holder, using the appropriate form available on the Company's website www.unidata.it, in the Corporate Governance/Shareholders' Meeting 2025 section, to the Designated Representative.
The proxy referred to Article 135-undecies of the TUF may be conferred, at no cost to the delegating party, by means of the specific form, prepared by the Designated Representative himself in agreement with the Company, and made available, with the relevant instructions for completion and transmission, on the Company's website at www.unidata.it (section Corporate Governance / Shareholders' Meeting 2025) in the section dedicated to this Shareholders' Meeting as well as at the registered office.
UNIDATA S.p.A. Viale A. G. Eiffel 100 Commercity M26 00148 Rome T +39 06 404041 F +39 06 40404002 [email protected] unidata.co.uk
N. REA 956645 Share Capital €. 10,000,000.00 i.v. Tax code/VAT number IT06187081002
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The proxy must voting instructions on all or some of the proposals on the agenda and will be effective for The only proposals in relation to which voting instructions will be given.
The proxy with voting instructions must be received, together with a copy of a currently valid identity document the Proxy Grantee or, if the Proxy Grantee is a legal person, of the legal representative pro tempore or other person with appropriate powers, together with appropriate documentation attesting to their qualification and powers, to the aforementioned Designated Representative by the end of the second trading day preceding the date of the Shareholders' Meeting (i.e., by May 6, 2025) to the certified mail addres[email protected] (subject line "UNIDATA Shareholders' Meeting Proxy May 2025") from its certified mailbox (or, failing that, from its ordinary mailbox, in which case the proxy with voting instructions must be signed with advanced, qualified or digital electronic signature (FEA)).
Sending the proxy, signed with a qualified advanced electronic signature or ature in accordance with current regulations, to the aforementioned certified e-mail address satisfies the requirement of written form.
If not already transmitted by means of a document signed with FEA and sent by PEC, the original of the proxy and voting instructions - together with a signed copy of an identity document and, in the case of a legal entity, documentation proving signing authority - must be sent to the Designated Representative Computershare S.p.A., Via Monte Giberto 33, 00138 Rome.
Also by the end of the second trading day prior to the date set for the Meeting (i.e., by May 6, 2025), the proxy and voting instructions can always be revoked in the manner indicated above.
It should also be noted that Appointed Representative, notwithstanding Article 135-undecies, paragraph 4, of the TUF, may also be granted proxies or sub-delegations pursuant to Article 135-novies of the TUF, following the instructions set forth in the form available on the Company's website at www.unidata.it (section Corporate Governance/Shareholders' Meeting 2025) in the section dedicated to this Shareholders' Meeting as well as at the registered office.
Those who do not avail themselves of the power of proxy pursuant to Article 135-undecies of the TUF may therefore, alternatively, grant proxies or sub-delegations to Article 135-novies of the TUF, with related written voting instructions, using the appropriate proxy/sub-delegation form to be sent to the Designated Representative, together with a copy of an identity document of the delegating party with current validity or, if the delegating party is a legal person of the legal representative pro tempore or of another person with appropriate powers, together with appropriate documentation attesting to his or her qualification and powers, to the certified mail addres[email protected] (subject line "Proxy UNIDATA May 2025 Shareholders' Meeting") from his or her certified mailbox (or, failing that, from his or her regular mailbox, in which case the proxy with the voting instructions must be signed with an advanced, qualified or digital electronic signature (FEA)).
Sending the proxy, signed with a qualified advanced electronic signature or ature in accordance with current regulations, to the aforementioned certified e-mail address satisfies the requirement of written form, pursuant Article 21, paragraph 2, of Legislative Decree No. 82/2005.
If not already transmitted by means of a document signed with FEA and sent by PEC, the original of the proxy and voting instructions - together with a signed copy of an identity document and, in the case of a legal entity, documentation proving signing authority - must be sent to the Designated Representative Computershare S.p.A., Via Monte Giberto 33, 00138 Rome.
The ordinary proxy must also contain voting instructions on all or some of the proposals on the agenda and will be effective only for those proposals in relation to which voting instructions will be given. Proxies may be given by 12:00 noon on Wednesday, May 7, 2025 (it being understood that the Designated Representative may accept
UNIDATA S.p.A. Viale A. G. Eiffel 100 Commercity M26 00148 Rome T +39 06 404041 F +39 06 40404002 [email protected] unidata.co.uk
N. REA 956645 Share Capital €. 10,000,000.00 i.v. Tax code/VAT number IT06187081002

proxies and/or instructions even after the aforementioned deadline and before the opening of the meeting proceedings) in the manner indicated above. In the same manner, those entitled may always revoke, within the same deadline, the proxy/subdelegation and voting instructions given pursuant to Article 135-novies of the TUF.
For any clarifications regarding the granting of proxy to the Designated Representative (and in particular regarding the completion of the proxy form and voting instructions and their transmission), eligible parties may contact Computershare S.p.A. by e-mail [email protected]r by phone at (+39) 06.45417414
Those who are entitled to vote may ask questions on the items on the agenda, even before the Shareholders' Meeting, by the end of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e., by April 28, 2025) by sending them to the Company by sending them to the certified e-mail addressinvestor\[email protected] , indicating in the subject line of the e-mail the words "Shareholders' Meeting 2025 - Questions on the items on the agenda pursuant to Article 127-ter of Legislative Decree. Legislative Decree No. 58 of February 24, 1998."
Individuals interested in availing themselves of the right will have to provide, in the same manner, information enabling their identification by transmitting the appropriate notice issued by the intermediaries with whom the shares owned by the shareholder are deposited. Ownership of the voting right may also be attested after the submission of the applications provided that it is received by the third day following the Record date (i.e., by May 2, 2025, which is the first working day following the deadline - i.e., Thursday, May 1 - as the latter coincides with a public holiday); such attestation is not necessary in the event that the Company receives, by the aforementioned deadline, the communication from the same intermediary required for attendance and voting at the Shareholders' Meeting.
In view of the fact that attendance at the Shareholders' Meeting is permitted exclusively through the Designated Representative, to the questions received in the manner and by the deadline indicated above, the Company - having verified their relevance to the items on the agenda of the Shareholders' Meeting and the legitimacy of the applicant will give a response at the latest by the third day prior to the date of the Shareholders' Meeting and therefore by 11:59 p.m. on May 5, 2025, by means of publication on the Company's website, section "Governance - Shareholders' Meeting 2025."
The Company will not respond to applications received after the deadline. Questions the same content may be answered by the Company as a single response.
Pursuant to Article 126-bis, paragraph 1, first sentence, of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital with voting rights may request in writing, within ten days of the publication of this notice of call (i.e., by April 14, 2025, which represents the first working day following the deadline - i.e, Sunday, April 13 - latter coinciding with a public holiday), additions to the list of items to be discussed, indicating in the request the additional items they propose, or submit resolution proposals on items already on the agenda of the Meeting.
The request must be submitted, together with documentation proving the relevant entitlement, in writing to the e-mail addressinvestor\[email protected] , provided that it is received by the Company within the aforementioned ten-day period. The attestation of the ownership of the shares by the requesting Shareholders, as well as the required shareholding, must result from specific notice produced by the depository intermediary, effective on the date of the request itself, at .investor\[email protected]
Integration is not permitted for matters on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a draft or report prepared by them, other than those referred to Article 125-ter, paragraph 1, of the TUF.
UNIDATA S.p.A. Viale A. G. Eiffel 100 Commercity M26 00148 Rome T +39 06 404041 F +39 06 40404002 [email protected] unidata.co.uk
N. REA 956645 Share Capital €. 10,000,000.00 i.v. Tax code/VAT number IT06187081002
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Of any additions to the agenda or the submission of additional proposed resolutions on matters already on the agenda, notice will be given in the same manner as the publication of this notice, at least fifteen days before the date set for Shareholders' Meeting (i.e., no later than April 23, 2025).
Those entitled to vote who supplementation of the agenda shall prepare a report stating the reasons for the proposed resolutions on the new matters they propose to deal with or the reasons for the additional proposed resolutions submitted on matters already on the agenda. The report shall be submitted to the governing body by the deadline for submission of the request for additions. Reports on additions to the list of matters to be dealt with by the General Meeting as a result of the aforementioned requests shall be made available to the public at the same time as the publication of the notice of the addition.
The Society reserves the right not to accept resolution proposals sent by certified mail that are illegible or transmitted with damaged or otherwise illegible files. Please include in the accompanying message a telephone number or e-mail address at which the sender can be contacted.
For the purpose of its publication, as well as in connection with the conduct of the meeting proceedings, the Company reserves the right to verify the relevance of the proposals to the items on the , their completeness, their compliance with applicable regulations, and the legitimacy of the proposers.
Pursuant to Article 135-undecies.1, paragraph 2, of the TUF, the presentation of resolution proposals at the Shareholders' Meeting is not permitted. Without prejudice to the provisions of Article 126-bis, paragraph 1, first sentence, of the TUF, those entitled to vote may individually submit resolution proposals on items the agenda or proposals whose submission is otherwise permitted by law by the fifteenth day prior to the date of the Shareholders' Meeting (i.e., by April 23, 2025).
Individual resolution proposals must then be submitted by April 23, 2025, by transmitting them-along with certification of ownership and a copy of a valid identity document (for natural persons) or documentation proving relevant powers (for legal persons)-by sending them to the certified e-mail address .investor\[email protected]
Entitlement to the individual submission of resolution proposals is subject to the Company's receipt of the notice issued by the intermediary certifying ownership of the voting right provided for in Article 83-sexies of the TUF.
Validly submitted proposals will be made available to the public within two days following the deadline for their submission (i.e., by 11:59 p.m. on April 26, 2025-which represents the first working day following the deadline (i.e., Friday, April 25, 2025) coinciding with a public holiday)-by the Company, on its website in the section dedicated to this Meeting, as well as by other applicable methods.
The Society reserves the right not to accept resolution proposals sent by certified mail that are illegible or transmitted with damaged or otherwise illegible files. Please include in the accompanying message a telephone number or e-mail address at which the sender can be contacted.
For the purpose of its publication, as well as in connection with the conduct of the meeting proceedings, the Company reserves the right to verify the relevance of the proposals to the items on the , their completeness, their compliance with applicable regulations, and the legitimacy of the proposers.
UNIDATA S.p.A. Viale A. G. Eiffel 100 Commercity M26 00148 Rome T +39 06 404041 F +39 06 40404002 [email protected] unidata.co.uk
N. REA 956645 Share Capital €. 10,000,000.00 i.v. Tax code/VAT number IT06187081002
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The documents relating to the matters placed on the agenda of the Shareholders' Meeting, including the explanatory reports containing the proposed resolutions on the same, will be filed at the registered office and Borsa Italiana S.p.A., on the Company's website (www.unidata.it) in the section dedicated to this Shareholders' Meeting, as well as on the authorized storage mechanism at , in the manner and within the terms provided by law. Those entitled to vote are entitled to obtain copies of the submitted documents.
This notice is published in abstract pursuant Article 125-bis of the TUF in the "Official Gazette" on April 3, 2025.
Rome, April 3, 2025
For the Board of Directors.
The President
Renato Brunetti
UNIDATA S.p.A. Viale A. G. Eiffel 100 Commercity M26 00148 Rome T +39 06 404041 F +39 06 40404002 [email protected] unidata.co.uk
N. REA 956645 Share Capital €. 10,000,000.00 i.v. Tax code/VAT number IT06187081002
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