SYS-DAT

M&A Activity • Jul 18, 2025

Informazione Regolamentata n. 3030-32-2025	Data/Ora Inizio Diffusione 18 Luglio 2025 10:30:09		Euronext Star Milan
Societa'	:	SYS-DAT
Identificativo Informazione Regolamentata	:	208135
Utenza - referente	:	SYS-DATN01 - BALDINI ANDREA MATTEO
Tipologia	:	3.1
Data/Ora Ricezione	:	18 Luglio 2025 10:30:09
Data/Ora Inizio Diffusione	:	18 Luglio 2025 10:30:09
Oggetto	:	Plan for the merger of Matrix Solution S.r.l. into SYS-DAT S.p.A.
Testo del comunicato

Vedi allegato

PRESS RELEASE

PLAN FOR THE MERGER OF MATRIX SOLUTION S.R.L. INTO SYS-DAT S.P.A.

Milan, 18 July 2025 - SYS-DAT S.p.A., a company listed on Euronext Milan, STAR segment ("SYS-DAT" or the "Company") (SYS.MI), a successful Italian operator in the ICT sector that offers innovative IT services and solutions for the main industrial segments and services market, announces that the merger plan for the wholly-owned company Matrix Solution S.r.l. ("Matrix Solution") into SYS-DAT has been filed today with the Companies Register of Milan Monza Brianza Lodi.

The Company announces that, pursuant to Article 70, paragraph 7, of the Issuers' Regulation adopted with Consob Resolution No. 11971/1999, as subsequently amended and supplemented, the plan for the merger by incorporation of Matrix Solution into SYS-DAT is available to the public on the Company's website at https://www.sysdatgroup.com/en/investors/extraordinary-operations/, at the registered offices of the companies participating in the merger by incorporation, and on the authorized storage mechanism "E-MARKET STORAGE" at .

The complete financial statements for the last three financial years of each of the companies participating in the merger are also available at the Company's registered office and on the Company's website.

Pursuant to Article 24.2(i) of the SYS-DAT Articles of Association, the decision regarding the merger by incorporation will be adopted by the Board of Directors of SYS-DAT, without prejudice to the possibility for shareholders holding shares representing at least 5% of the Company's share capital to request, pursuant to Article 2505, paragraph 3, of the Italian Civil Code, with a request addressed to the Company by July 26, 2025, that the decision to approve the merger be delegated to the Extraordinary Shareholders' Meeting of SYS-DAT.

Requests (together with the certification of ownership of SYS-DAT shares issued by an intermediary authorized by law) must be received no later than July 26, 2025 by certified email to sys-dat@registerpec.it or by registered letter with return receipt addressed to the registered office of SYS-DAT (Milan, via Muzio Attendolo detto Sforza n. 7/9).

Pursuant to the procedure for transactions with related parties, approved by the Board of Directors of SYS-DAT on April 15, 2024 (the "RPT Procedure"), Matrix Solution is a related party of SYS-DAT, being wholly owned by the latter. However, it should be noted that, pursuant to Article 9 of the RPT Procedure, the transaction in question is exempt from the application of the RPT Procedure as it is being carried out with a company controlled by SYS-DAT and there are no significant interests of other related parties of the Company (as defined in the RPT Procedure in the transaction).

The merger by incorporation is also exempt from the obligation to publish the information document pursuant to Article 70 of Consob Issuers' Regulation No. 11971/1999, as the legal requirements for publication are not met.

***

This press release is available in the "Investors" section of the website www.sysdatgroup.com.

For dissemination and storage of Regulated Information, the Company uses the "EMARKET STORAGE" system available at

***

SYS-DAT Group

SYS-DAT Group is one of the main Italian groups specialized in ICT. It has always been a highly innovative company and oriented to offer its customers, throughout the national and foreign territory, complete and integrated IT solutions for different market sectors. The services offered cover all mission critical business processes, starting from the ERP management area and then extending to different application areas including CRM, SCM, PDM, BI, GDPR and Retail & Distribution developed on-premise or cloud. All this thanks to various advanced technologies, including Cyber Security and Artificial Intelligence solutions. www.sys-datgroup.com

Investor Relation – SYS-DAT S.p.A.

investor@sys-datgroup.com

Investor Relation – CDR Communication

Marta Alocci | marta.alocci@cdr-communication.it

Silvia Di Rosa | silvia.dirosa@cdr-communication.it

Media Relations – CDR Communication

Martina Zuccherini | martina.zuccherini@cdr-communication.it Maddalena Prestipino | maddalena.prestipino@cdr-communication.it Angelo Brunello | angelo.brunello@cdr-communication.it

SYS-DAT S.p.A.

Via Muzio Attendolo detto Sforza, 7/9 - 20141 Milano (Italia) Tel. +39 02 507 24@sys-datgroup.com • www.sys-datgroup.com Capitale Sociale: € 1.564.244,00 i.v. P. IVA - Codice Fiscale: 03699600155 • REA: MI-963005

Numero di Pagine: 4