Gpi

AGM Information • Apr 29, 2022

PRESS RELEASE

THE SHAREHOLDERS' MEETING APPROVES THE 2021 FINANCIAL STATEMENTS, AUTHORISES THE DISTRIBUTION OF A DIVIDEND OF EUR 0.50 PER SHARE AND APPOINTS THE BOARD OF STATUTORY AUDITORS

Trento, 29 April 2022

The Shareholders' Meeting of GPI (GPI:IM), a company listed on the EXM market and leader in information systems and services for health and social care, met today, chaired by Fausto Manzana.

In view of the continuing COVID-19 epidemiological emergency, in compliance with the provisions of Article 106 of Decree Law No. 18 of 17 March 2020, converted into law by Law no. 27 of 24 April 2020, as amended, the proceedings were held with the sole participation of the Designated Representative, holder of a total of 12,879,754 ordinary shares out of the 18,260,496 ordinary shares in circulation representing 23,120,680 voting rights equal to 81.12% of the total 28,501,422 voting rights.

GPI SpA separate financial statements as at 31 December 2021 - Approval and allocation of Profit

The Shareholders' Meeting approved the financial statements as at 31 December 2021, which show a profit for the year of EUR 11,291,215.13 and resolved:

• the distribution of a gross dividend of EUR 0.50 for each share entitled (excluding treasury shares in the portfolio at the ex-dividend date);
• to allocate the residual profit for the year to the "Retained earnings reserve".

The dividend will be aid out as of 18 May 2022, with an ex-dividend date of 16 May 2022 and a record date of 17 May 2022.

Report on Remuneration pursuant to Art. 123-ter of Italian Legislative Decree no. 58/1998

The Shareholders' Meeting approved the "Section II - Remuneration paid" of the "Report on Remuneration Policy" concerning the fees paid in FY 2021 to the Directors, Key Managers and members of the Board of Statutory Auditors.

Appointment of the Board of Statutory Auditors

The Shareholders' Meeting also appointed the Board of Statutory Auditors, which will remain in office until the Shareholders' Meeting held to approve the financial statements as at 31 December 2024. The following were appointed:

• Raffaele Ripa (Chairman) and Cristian Tundo (Alternate Auditor), taken from the minority list submitted jointly by Hi Algebris Italia Eltif, Algebris Ucits Funds Plc Algebris Core Italy Fund; Anima Sgr S.P.A. fund manager: Anima Crescita Italia, Anima Iniziativa Italia; BancoPosta Fondi S.p.A. SGR manager of the fund Bancoposta Rinascimento; Eurizon Capital S.A. manager of the fund Eurizon Fund - Equity Italy Smart Volatility; Eurizon Capital Sgr S.P.A fund manager: Eurizon Azioni Italia, Eurizon Pir Italia Azioni, Eurizon Azioni Pmi Italia, Eurizon Pir Italia - Eltif, Eurizon Italian Fund - Eltif; Mediolanum Gestione Fondi Sgr S.P.A. manager of the funds Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia;

• Stefano La Placa and Claudia Mezzabotta (Standing Auditors), as well as Michela Zambotti (Alternate Auditor), taken from the list submitted by the Majority Shareholder FM S.r.l..

The Shareholders' Meeting also approved the related fees.

When submitting the lists, each candidate auditor declared to comply with the independence requirements set out in the Code of Corporate Governance for listed companies.

The CVs of the Statutory Auditors are available to the public on the Company's website at https://www.gpi.it/en/investors/governance/

Authorisation to purchase and sell own shares

Finally, after revoking the resolution authorizing the purchase and disposal of treasury shares adopted by the Ordinary Shareholders' Meeting of 30 April 2021, the Shareholders' Meeting renewed the authorisation relating to the purchase and disposal of treasury shares, to the following ends:

(a) to carry out investment and securities portfolio-building transactions;

• (b) to support the liquidity of the ordinary shares of GPI in order to favour the regular course of trading and avoid abnormal price movements, as well as to regularise the trend of trading and prices, in response to momentary distortions linked to excessive volatility or low trading liquidity;
• (c) to use treasury shares to service any share incentive plans reserved for directors and employees of the Company and/or its direct or indirect subsidiaries, either by granting purchase options or by allocating shares free of charge (stock option and stock grant plans);
• (d) to acquire treasury shares to be used for capital transactions or other transactions in relation to which it is necessary or even only appropriate to proceed with the purchase, exchange or sale of share packages to be realised through sale, exchange, contribution or other act of disposal and/or use, also following acquisitions and/or commercial agreements with strategic partners.

The authorisation entails the right to purchase, in one or more transactions and to an extent that may be freely determined, a maximum number of ordinary shares of the Company, such as not to exceed the limit of 2.5% of the share capital, considering any treasury shares already held in the portfolio or by subsidiaries and in any case within the limits of distributable profits and available reserves resulting at the time the purchases were made.

It is also provided that the purchases are to be made at a price, inclusive of purchase costs, of no less than 15% below and no more than 15% above the official price of GPI's ordinary shares recorded by Borsa Italiana S.p.A. in the stock exchange session preceding the one in which the purchase is made.

The duration of the authorisation to purchase treasury shares is 18 months from today's date, while there are no time limits on the sale, disposal and use of treasury shares in portfolio.

As of today, the Company holds a total of 103,106 treasury shares, equal to approximately 0.56% of the share capital.

In the context of the previous authorisation approved by the Shareholders' Meeting of 30 April 2021 and revoked by today's Shareholders' Meeting, the Company did not make any purchase of treasury shares nor did it use those in its portfolio at that date.

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MINUTES OF THE SHAREHOLDERS' MEETING

The Minutes of the Shareholders' Meeting will be made available to the public by publication at the registered office, on the website at https://www.gpi.it/en/investors/events/- Meetings - 2022 as well as on the authorised storage mechanism (), within the terms and in the manner provided for by current regulations.

The Manager in charge of financial reporting, Federica Fiamingo, declares in accordance with paragraph 2, Article 154-bis of the Consolidated Finance Act that the accounting disclosure contained in this release coincides with the results of the documents, ledgers and accounting records.

GPI GROUP

GPI is the preferred partner for software, technologies and services for healthcare, social services and the public administration. Founded more than 30 years ago in Trento, GPI has grown through significant investments in M&A (in Italy and abroad) and R&D, which it carries out in partnership with leading Italian research centres and universities to share scientific, technological, functional and process knowledge applied to the e-health, e-welfare, well-being sectors.

Also drawing on the solutions and know-how gained from the companies that have joined its ecosystem, the Group has masterfully translated the needs of the healthcare industry into cutting-edge high-tech solutions and new service models that optimise prevention, diagnosis and care processes, improving people's lives.

The offer combines specialised IT expertise with advisory and design capabilities enabling it to operate in a range of business areas: Software, Care, Automation, ICT and Payment services.

The Company reported consolidated revenues of €326.9 million in 2021, with over 7,200 employees at year end and more than 2,500 customers in over 70 countries.

GPI was listed on Borsa Italiana in 2016 (AIM segment) and moved to the MTA (now EXM) market in 2018.

ISIN ordinary shares: IT0005221517

Press release available at www.gpi.it and

CONTACTS

Investor Relations

GPI | Fabrizio Redavid, Lorenzo Giollo | investor.relations@gpi.it | T: +390461381515 | Via Ragazzi del '99, 13 - 38123 Trento

Media Relations

GPI | Daniela Filbier, Enrico Orfano| media.relations@gpi.it | T: +390461381515 | Via Ragazzi del '99, 13 - 38123 Trento

Specialist

Banca Akros | Bruno Mestice | bruno.mestice@bancaakros.it | T. +3902434441 | Viale Eginardo, 29 – 20149 Milan