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Gpi — Earnings Release 2025
Mar 30, 2026
4426_rns_2026-03-30_87d10417-38d0-4b94-b403-3f0a7d2d702e.pdf
Earnings Release
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Gpi
The Healthcare Partner
INFO
QUOTA 2000
PRESS RELEASE
GPI: REVENUE OF € 546.2 MILLION (+7%), TWO-FIGURE GROWTH ABROAD (+17.6%)
STRENGTHENED PROFITABILITY: EBITDA € 113.5 MILLION (+8.4%), EBITDA MARGIN AT 20.8%
GROSS ORDINARY DIVIDEND OF €0.60 PER SHARE (FY 2024: € 0.50 PER SHARE, +20%)
Revenue: € 546.2 M (FY24 revised¹: € 510.3 M, +7.0%, of which organic +5.8%)
Software: revenue more than € 342.2 M (FY24 revised: € 304.5 M, +12.7%, of which organic +10.9%)
EBITDA: more than € 113.5 M (FY24 revised: € 104.7 M, +8.4%)
EBITDA margin: 20.8% (FY24 revised: 20.5%). The result confirms expectations of improvement compared to the target set in the 2025–2029 Industrial Plan.
Net profit: € 15.2 M. (net profit from continuing operations FY24 revised: € 14.4 M, +5.6%)
Net financial debt: € 396.4 M (FY24 revised: € 336.5 M), in compliance with financial covenants. The €59.9 M increase is mainly attributable to dividend distributions of approximately €16 M and to higher debt from M&A transactions exceeding €40 M (acquisitions of Logiprem-F, Sincon, and Mondo EDP).
With the issuance of two long-term bonds and the signing of a loan agreement with the European Investment Bank, the Group's financial structure has been strengthened.
Tuesday 31 March 2026, 11:30 CET
Video conference presentation of FY25 results
Details provided at the end of this press release.
¹ The consolidated financial statements for the 2024 financial year have been revised to reflect the final application of the purchase price allocation (PPA) of Lab Technologies SA and its subsidiaries, acquired in October 2024.
GPI SPA | Via Ragazzi del '99, 13 - 38123 Trento | www.gpigroup.com
PRESS RELEASE
Trento, 30 March 2026
The Board of Directors of Gpi S.p.A. (GPI:IM), a leading company in the software and services segment in support of the digital transformation of Healthcare, listed on the Euronext Milan Tech Leaders market and leader in Information Systems and Services for Healthcare and Social Services, has today met and approved the draft separate financial statements and the consolidated financial statements as at 31 December 2025, prepared in accordance with the IAS/IFRS accounting standards.
Fausto Manzana, Executive Chairman of the Gpi Group: "2025 confirms the soundness of the path we have taken and the effectiveness of the strategic decisions that have guided it. Growth is being driven by Software, whose contribution is reflected in a more than proportional improvement in margins, demonstrating that the model we have built generates value in a structural manner. On the international front, our entry into new markets and the strengthening of our presence in strategic regions are propelling us towards an increasingly European and global dimension, confirming that internationalisation is no longer a prospect but an established reality. The foundations we have laid enable us today to look to the next phase of the Plan with confidence and determination, knowing that the path has been mapped out and that we have the necessary resources to follow it".
Andrea Di Santo, CEO of the Gpi Group: "The 2025 results show that we have reached the necessary maturity for a further qualitative leap forward. Our priority now is organisational evolution: we are building an industrial structure capable of integrating the growth of recent years into a single, scalable model. It is precisely thanks to this managerial maturity that we will be able to accelerate our international expansion, positioning Gpi as a leading player in digital healthcare in Europe and worldwide".
MAIN CONSOLIDATED RESULTS AT 31 December 2025 (rnd.)
REVENUE
Revenues amounted to € 546.2 M, an increase of € 35.9 M compared to € 510.3 M in 2024 revised. The increase of 7.0% was supported by organic growth (+5.8%) and external growth (+1.2%).
REVENUE BY STRATEGIC BUSINESS AREA (SBA)
| Revenue by SBA, € M (rnd.) | 2025 | % of total Revenues | 2024 Revised | % of total Revenues | Change % FY25 / FY24 |
|---|---|---|---|---|---|
| Software | 343.2 | 62.8% | 304.6 | 59.7% | 12.7% |
| Care | 158.0 | 28.9% | 162.2 | 31.8% | -2.6% |
| Others (Automation and ICT) | 45.0 | 8.3% | 43.6 | 8.5% | 3.2% |
| Total revenue and other consolidated income | 546.2 | 100.0% | 510.3 | 100.0% | 7.0% |
Software is confirmed as the Strategic Business Area (SBA) driving the Group's growth: its contribution to total revenues is 62.8%. Growth of +12.7% brought Software revenues to € 343.2 M, an increase of € 38.7 M
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compared to the revised € 304.5 M for 2024, driven primarily by organic growth (+10.9%) and, to a lesser extent, by external growth (+1.9%).
The Software SBA provides solutions for the digital transformation of healthcare, in prevention, diagnosis and treatment activities. The GPI Group's solutions innovate care processes in hospitals, in the community and at patients' homes, simplify administrative tasks and support decision-making by healthcare professionals, as exemplified by the medical records management software.
The Care SBA recorded total revenues of € 158.0 M compared to € 162.2 M in 2024 revised, due to the termination of certain contracts. In this area, the Group confirms its position as market leader in Italy, with around 50% of the Italian population turning to Gpi for their booking needs and first contact with healthcare facilities.
The Other SBAs (Automation and ICT) recorded revenues of € 45.0 M (€ 43.6 M in 2024). Automation provides robots for efficient warehouse management of hospital, retail and wholesale pharmacies, while ICT offers advanced cybersecurity services and maintenance of the entities' technology park.
REVENUE BY GEOGRAPHICAL AREA
| Revenue by geographic area, € M | 2025 | % | 2024 revised | % |
|---|---|---|---|---|
| Italy | 415.8 | 76.1% | 399.4 | 78.3% |
| Abroad | 130.4 | 23.9% | 110.9 | 21.7% |
| Total revenue and other consolidated income | 546.2 | 100% | 510.3 | 100% |
Revenues generated abroad in FY 2025 amount to € 130.4 M, representing 23.9% of the total and an increase of +17.6% compared to € 110.9 M in 2024 revised. The EU component reaches € 92.6 M, mainly concentrated in France, Austria, Germany and Spain, while non-EU revenues amount to € 37.8 M, generated primarily by local subsidiaries in Mexico, the United States, Saudi Arabia and the United Kingdom. The Software SBA is the main driver of the Group's international expansion.
EBITDA
EBITDA stood at € 113.5 M, up 8.4% compared to € 104.7 M in 2024 revised, an increase of € 8.8 M, of which € 6.6 M was attributable to organic growth.
The EBITDA margin came to 20.8% of revenue, an increase of 30 basis points compared to the revised 2024 figure (20.5%).
The increase in margins is mainly due to the higher proportion of software.
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Below is shown the contributions made in terms of EBITDA by the Strategic Business Areas:
| SBA, € M (rnd.) | 2025 | 2024 Revised | ||||
|---|---|---|---|---|---|---|
| EBITDA | margin | % of total | EBITDA | margin | % of total | |
| Software | 102.6 | 29.9% | 90.4% | 90.7 | 29.8% | 86.6% |
| Care | 4.7 | 3.0% | 4.1% | 6.1 | 3.8% | 5.8% |
| Others (Automation and ICT) | 6.2 | 13.6% | 5.5% | 7.9 | 18.0% | 7.6% |
| Total consolidated EBITDA | 113.5 | 20.8% | 100.0% | 104.7 | 20.5% | 100.0% |
The structure of operating costs remains well managed and in line with that of the previous year. The incidence of consumables on revenue was 5.4% (5.3% in 2024 revised), while the incidence of general expenses was 26.3% (26.7% in 2024 revised) and the incidence of personnel expense remained stable at 51.6%.
EBIT
EBIT amounted to € 47.9 M, equivalent to 8.8% of Revenue, an increase of +31.5% compared to 2024 (FY24 revised: € 36.5 M, 7.1% of revenues).
Amortisation at € 56.3 M, compared to the previous year (FY24 revised: € 53.8 M) and increased by € 2.5 M, mainly due to investments made during the period. Provisions amounting to €9.3 M are down by €5.1 M compared to the revised FY24.
EBT
Earnings Before Tax amounts to €20.2 M, compared to €22.1 M in the revised 2024.
The impact of financial management (expenses net of income) on revenues is 5.1% (revised FY24: 2.8%).
This increase reflects the absence of non-recurring extraordinary income recorded in 2024, mainly related to agreements with minority shareholders of Tesi Elettronica e Sistemi Informativi S.p.A.
The result is also affected by the current interest rate environment and by higher technical costs related to the Purchase Price Allocation (PPA) process for the acquisition of IOP S.r.l.
NET PROFIT
Net profit amounts to €15.2 M, up 5.6% (net profit from continuing operations, revised FY24: €14.4 M).
NET INVESTED CAPITAL
Net Invested Capital increased by €56.5 M compared to the revised 2024, reaching €698.8 M as of 31 December 2025.
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SHAREHOLDERS' EQUITY
Shareholders' equity amounted to € 302.4 M, a decrease of € 3.4 M compared to the revised figure for FY24 (€ 305.8 M). This change mainly includes the profit for FY 2025, net of the distribution of dividends amounting to € 15.9 M related to the 2024 financial statements.
NET FINANCIAL DEBT (NFD)
Net Financial Debt: €396.4 M (revised FY24: €336.5 M), in compliance with financial covenants. The €59.9 M increase is mainly attributable to dividend distributions of approximately €16 M and to higher debt from M&A transactions exceeding €40 M (acquisitions of Logiprem-F, Sincon, and Mondo EDP).
EMPLOYEES
The workforce of the Gpi Group as at 31 December 2025 numbered 7,834, an increase compared with the figure as at 31 December 2024 (7,656). Personnel employed by the parent company Gpi S.p.A. and the Italian subsidiaries is 89% of the total (90% in 2024).
MAIN RESULTS OF THE PARENT GPI S.P.A. AS AT 31 December 2024
The parent company Gpi S.p.A. reported Total revenues of € 342.1 M (€ 321.9 M in 2024), EBITDA of € 50.6 M (€ 45.8 M in 2024) and a net profit of € 17.5 M (the net result from continuing operations for 2024 revised came to € 6.9 M).
PROPOSED ALLOCATION OF THE PROFIT/LOSS FOR THE YEAR
Despite the fact that no allocation to the 'Ordinary Reserve' is necessary as its amount already complies with the limits set forth by the law, the Board of Directors resolved to propose to the Ordinary Shareholders' Meeting to be held on 29 April next, the following allocation of the profit for the year:
- distribution of a gross dividend of € 0.60 for each entitled share (excluding treasury shares in the portfolio at the coupon date), a 20% increase with respect to the ordinary dividend for FY 2024;
- allocation of the residual amount to the extraordinary reserve.
The dividend will be paid from 22 July 2026, with an ex coupon date of 20 July 2026 and a record date of 21 July 2026.
BOND ISSUES REACHING MATURITY
The redemption value, maturing in the 18 months following the closure at 31 December 2025 of the debenture loans issued by Gpi S.p.A., is as follows:
Nominal redemption value in thousands of Euro and maturities
| Bond | ISIN code | September 2026 | March 2027 |
|---|---|---|---|
| GPI S.p.A. - EUR 6M + 2.95% (2025–2031) | IT0005645434 | 5,000 | 5,000 |
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CONSOLIDATED SUSTAINABILITY STATEMENT
The Board of Directors has approved the Consolidated Sustainability Statement (CSS) for the 2025 financial year, prepared in accordance with Directive (EU) 2022/2464 – Corporate Sustainability Reporting Directive (CSRD).
The new European regulation, which amends Directive 2013/34/EU by expanding sustainability reporting requirements for large companies, has been transposed into Italian law by Legislative Decree No. 125/2024, published in the Official Gazette on 10 September 2024 and effective as of 25 September 2024. The Statement has been prepared in accordance with the European Sustainability Reporting Standards (ESRS), introduced by the European Commission through Delegated Regulation (EU) 2023/2772, which defines the new technical framework for sustainability reporting at the European level. The Statement forms an integral part of the Directors' Report on Operations.
The reporting perimeter is defined based on the scope of financial consolidation, excluding non-operating consolidated companies and those with non-material financial impacts. The Group continues to integrate into its strategies the social objectives set out in the 2025–2029 Industrial Plan, with a particular focus on improving access to care and the quality of healthcare services through advanced digital solutions.
At the same time, it is committed to developing technological innovation pathways aimed at concretely achieving the sustainable development objective defined in the Plan. The strategy, currently being implemented, envisages the progressive consolidation of these aspects within a broader sustainability perspective, considering not only social and technological impacts, but also environmental factors, future challenges, and the critical solutions to be implemented to ensure responsible growth aligned with market and stakeholder expectations.
SIGNIFICANT EVENTS IN 2025
In January 2025, the Gpi Group approved its 2025-2029 Business Plan by resolution of the Board of Directors on 15 January 2025. The Plan sets the following targets for year-end 2029: Total revenues >€ 700 M with CAGR >8%; foreign revenues between 27% and 30%; EBITDA margin >25%; NFD/EBITDA <2.5x; ROIC >15%.
During 2025, the Gpi Group expanded its international presence, acquiring new customers in strategic markets such as the United Kingdom, the DACH region and the Middle East, and consolidating its footprint in established markets such as China and Japan. Growth (+17.6% year-on-year) was achieved across all key product lines, from clinical, transfusion and diagnostic software to automation solutions for pharmaceutical logistics.
The Gpi Group also consolidated its position in Italy. Notable awards include the Consip '5' tender (software for the Single Appointment Centres, the Unified Health Record and the Clinical Data Repositories); on the hospital digitisation front, the new Health Information System for South Tyrol, worth approximately € 13 M, and the Pathological Anatomy solution for the Lombardy Region, worth approximately € 9 M, both incorporating artificial intelligence. In the field of automation, the Group continued to grow in the pharmaceutical distribution market, supplying two RIEDL Phasys robotic systems to Corofar Distribuzione for a value of over € 2 M.
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The Drug Cell (TDC) was established, a French joint venture owned by Gpi France and dedicated to the development of advanced and accessible cell therapies in the field of regenerative medicine. Supported by € 152 M in funding from France's General Secretariat for Investment (signed in November 2025). Led by Chair Sergio Manzana, TDC aims to become a European benchmark in the sector.
Policura Hospital, a 10,000-square-metre facility with 80 beds developed by Cliniche della Basilicata S.r.l., a company controlled by Gpi, was inaugurated in Potenza. The clinic combines medical expertise with technological innovation, with the aim of reducing waiting times for treatment.
With the issuance of two bonds maturing in 2031 for a total of € 91.5 M and a loan from the European Investment Bank (EIB) for € 50 M maturing in 2028, the Group's financial structure has been strengthened, providing greater immediate liquidity and support for medium-term growth, as well as confirming its strong creditworthiness.
During 2025, the following acquisitions were completed:
- 100% of Mondo EDP S.r.l., an Italian company engaged in the development of HR software for public health, for a consideration of € 6.6 M.
- the remaining 35% of Tesi Elettronica e Sistemi Informativi S.p.A. S.B., thereby becoming its sole shareholder.
- The minority shares in the subsidiary Giorgio Caproni S.r.l.; Gpi S.p.A. therefore became its sole shareholder.
- 80% of Sincon S.r.l., a company that develops e-Health and e-Gov solutions, for € 2.48 M, with put-call options on the remaining 20%.
- 89% of Logiprem-F SAS, a French company specialising in prescription software for neonatal and paediatric intensive care, for a consideration of € 16 M, with put-call options on the remaining 11%. The acquisition was carried out by Evolucare Investment SAS, through its subsidiary Evolucare Technologies SAS.
- During 2025, as part of the GPI Group's corporate simplification process, mergers by incorporation were completed with regard to the subsidiaries Oslo Italia S.r.l. and Bim Italia S.r.l. into GPI, Arko S.r.l. into its parent company Tesi Elettronica e Sistemi Informativi S.p.A. S.B., and of DO.MI.NO S.r.l. into its parent company, Consorzio Stabile Cento Orizzonti Soc. Cons. a r.l. With the exception of the merger by incorporation of BIM Italia S.r.l., the legal, accounting and tax effects of which run from 1 January 2026, the other aforementioned mergers took effect during FY 2025, with accounting and tax effects backdated to 1 January 2025.
On 24 July 2025, Gpi S.p.A. released a press statement, on behalf of FM S.p.A. ("FM"), in which FM announced that it was in discussions with major international investors regarding a potential strategic partnership concerning GPI S.p.A., its subsidiary, aimed at enhancing and expanding GPI, including internationally. Within this context, FM also announced that a potential full takeover bid could be launched, with the objective of delisting GPI shares from trading on Euronext Milan. At the time of issuing the above-mentioned press
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release, FM stated that it had not entered into any binding agreements regarding the terms and conditions, including economic aspects, of the potential transaction, nor had it granted any exclusivity period. As of today, Gpi S.p.A. has not received any further communications from FM regarding the potential strategic partnership transaction.
On 22 December, FM S.p.A. announced that, on 19 December, it had signed a new shareholders' agreement with CDP Equity S.p.A. (see press releases given on 10/10/2025 and 22/12/2025). On 23 December, the Board of Directors reshuffled its senior management structure: Luca D'Agnese stepped down as Chair while retaining his position as a Director. The Board of Directors therefore appointed Fausto Manzana as Executive Chair and Andrea Di Santo as Chief Executive Officer, until the approval of the 2026 financial statements.
SIGNIFICANT EVENTS AFTER THE CLOSE OF THE YEAR
In the period following the end of the financial year, significant events took place that further developed and strengthened the Group's position as a key player in digital healthcare, consolidating Gpi's positioning both nationally and internationally. Specifically:
In January, the Welsh Blood Service (UK) awarded Gpi a ten-year contract worth approximately € 8 M for the supply of its blood transfusion information system. This award consolidates Gpi's position in the UK digital healthcare market and confirms the competitiveness of its solutions on an international scale.
In February, Gpi's subsidiary Cliniche della Basilicata S.r.l. signed a contract with the Basilicata Public Health Authority (ASP Basilicata) for the provision of inpatient hospital healthcare services. The agreement, which operates through the accredited Policura Hospital facility, has an estimated financial value of approximately € 15 M over the next three years.
In March of the current year, the merger plan for the incorporation of TESI ELETTRONICA E SISTEMI INFORMATIVI S.P.A. S.B. into GPI S.p.A. was approved.
OUTLOOK
For the Gpi Group, FY 2026 marks the start of the full implementation of the new operational structure launched in 2025, the first concrete phase of which is the delivery of the organisational model for Country Italy, which was completed at the start of 2026.
Throughout 2026, the Group will focus on making the organisational levers it has introduced operational, with particular emphasis on integrating the acquired companies and developing the organisational model at an international level. A central role will be played by the definition of leaner structures and the allocation of financial and commercial responsibilities on a geographical and product basis.
At the same time, the Group will continue to centralise its activities of greatest strategic value, with a particular focus on corporate functions and the development of technological solutions as part of its R&D activities. The intention is to improve the scalability of the business model, which will strengthen the Group's market presence and its ability to leverage synergies and expertise between the various business areas.
The organisational development described above will be accompanied by a gradual strengthening of the economic and financial governance systems, with increasing focus on measuring performance by area of responsibility, the profitability of contracts, and cash generation. The focus will be on completing existing
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projects and consequently reducing contract assets, as well as on developing new projects arising from the framework agreements signed, which help to support a substantial order book with a clear time horizon.
In terms of the competitive environment, the digital healthcare market continues to show signs of structural expansion, driven by demographic trends, increasing demand for healthcare services and the need to improve the efficiency of healthcare systems. In this context, public investment, including investment in digitisation programmes, is a key driver of demand.
The Group will be able to benefit from these trends thanks to its established position and an integrated offering that covers the entire value chain. The ability to offer end-to-end solutions, together with a growing presence in foreign markets, will contribute to the expansion of business opportunities and activity volumes. An analysis of the geopolitical context (Gulf war 2026) leads us to confirm that the actions taken and the objectives outlined will support a path of sustained growth, with expected benefits in terms of revenue growth and improved profitability, as well as the gradual creation of value over the medium to long term.
With reference to the other items on the agenda of the Shareholders' Meeting, the notice of which was published on the Company's website today, and in extract form the next day in the newspaper "Domani", the following should be noted:
APPROVAL OF THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2025 OF THE INCORPORATED BIM ITALIA S.R.L.
With a view to simplifying the Gpi Group's administrative and management activities, the process of merging Bim Italia S.r.l. into Gpi S.p.A. by incorporation was initiated during FY 2025 and finalised with the execution of the relevant merger deed on 15 October 2025, with the merger taking legal, tax and accounting effect from 1 January 2026.
The financial statements of Bim Italia S.r.l. as at 31 December 2025 have been prepared at a time when the company has been dissolved and its governing bodies have ceased to exist. Consequently, the administrative and accounting obligations are carried out by the governing bodies of the acquiring company, Gpi S.p.A.
GPI's Board of Directors has approved the draft financial statements for the year ended 31 December 2025 of Bim Italia S.r.l., which show a profit of Euro 2,865,098. However, no proposal is made for the allocation of the profit for the year, as the aforementioned financial statements are included in the financial statements of the parent company, Gpi S.p.A., as a result of the aforementioned merger.
Therefore, the Board of Directors proposes to the Shareholders' Meeting the approval of the financial statements of Bim Italia S.r.l. for the year ended 31 December 2025, which show a profit of Euro 2,865,098.
REPORT ON REMUNERATION POLICY
Section II of the Report on the Remuneration Policy, which sets forth the fees paid during the year ended 31 December 2025, to each interested party consistent with the provisions of the compensation policy approved lastly by the Shareholders' Meeting of 15 November 2024, will be submitted to the shareholders for a non-binding vote.
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PROPOSED RENEWAL OF THE AUTHORISATION TO PURCHASE AND SELL TREASURY SHARES
The proposal to renew the authorisation to purchase and dispose of own shares will be submitted to the approval of the Shareholders’ Meeting, subject to the revocation of the authorisation approved by last year’s Shareholders’ Meeting. In particular, shares may be purchased in order to:
a. make investments and establish a securities warehouse;
b. to support the liquidity of the ordinary Gpi shares, so as to foster the regular conduct of trading and avoid any abnormal price shifts, as well as to regulate the performance of trades and prices, in the face of temporary distortions linked to excessive volatility or a shortage of liquidity in trades;
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;
e. to proceed, if necessary, with the cancellation, in the forms prescribed by law, of the treasury shares (without par value) purchased or in any case already in the portfolio, also for the purpose of remunerating the shareholders.
The request for authorisation also includes the faculty to make repeated, subsequent purchases and sales (or other deeds of disposal) of treasury shares on a revolving basis, including for portions of the maximum quantity authorised, so that the quantity of shares concerned by the proposed purchase and held by the Company shall not exceed the limits set by the law and the Shareholders’ Meeting authorisation.
The Board of Directors proposes that the authorisation be granted to make the purchases as follows:
i. through a public purchase or exchange offer;
ii. on regulated markets in accordance with the operating procedures established in the organisation and management regulations of the markets themselves, which do not permit the direct matching of buy orders with predetermined sell orders;
iii. through the purchase and sale of derivative instruments traded on regulated markets which provide for the physical delivery of the underlying shares, under the conditions set out in the organisation and management regulation of the market;
iv. in the manner established by market practices permitted by CONSOB pursuant to Article 13 of Regulation (EU) 2014/596;
v. under the conditions set out in Article 5 of Regulation (EU) 2014/596 and Article 3 of Delegated Regulation (EU) 2016/1052.
The authorisation requested entails the right to purchase, in one or more transactions and to an extent that may be freely determined on a case-by-case basis, a maximum number of ordinary shares of the Company, such as not to exceed the limit of 5% of the share capital, taking into account 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.
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It is also provided that the purchases are to be made at a price, inclusive of purchase costs, of no less than 20% below and no more than 20% 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 or, as the case may be, the transaction is announced.
The duration of the authorisation to purchase treasury shares is requested for up to 18 months from the date of the Shareholders’ Meeting resolution of approval, while there are no time limits on the sale, disposal and use of treasury shares in portfolio.
Pursuant to the resolution of the Shareholders’ Meeting of 29 April last year, the Company did not purchase any treasury shares. As of today, the Company holds a total of 18,353 treasury shares, equal to approximately 0.0634% of the share capital.
2026 SHAREHOLDERS’ MEETING DOCUMENTATION
It is recalled that in compliance with current legislation, the shareholders’ meeting documentation will be made available at the registered office, on the Company’s website https://www.gpigroup.com/investors/eventi/ - Shareholders’ Meetings, and on the authorised storage mechanism “” (), in particular:
- today, the Reports on items “1”, “2” and “3” on the agenda, including the relevant resolution proposals;
- by 7 April 2026, the Annual Financial Report, also containing the Sustainability Report, and the other documents required by Article 154-ter, paragraph 1, of Legislative Decree No. No. 58 of 24 February 1998;
- by 8 April 2026, the illustrative Reports on the topics under items “4” and “5” of the agenda;
- by 29 May 2026, the minutes of the Shareholders' meeting.
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.
MERGER BY INCORPORATION OF TESI ELETTRONICA E SISTEMI INFORMATIVI S.P.A. S.B. INTO GPI S.P.A. APPROVED
Today, as part of the Group’s corporate streamlining and simplification process, the Board of Directors also approved the plan for the merger by incorporation into Gpi S.p.A. of Tesi Elettronica e Sistemi Informativi S.p.A., a wholly owned subsidiary of the Parent Company.
The merger will be carried out through a simplified procedure pursuant to Article 2505 of the Italian Civil Code. The accounting and tax effects of the merger will be applied retroactively from 1 January of the year in which the merger becomes effective. The legal effects of the merger with respect to third parties will commence from the date to be established in the deed of merger, in accordance with Article 2504-bis of the Italian Civil Code.
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No special treatment is envisaged for categories of shareholders, nor are any specific benefits granted to the directors of the companies involved in the aforementioned mergers.
As the merger concerns a company wholly owned by Gpi S.p.A., the simplifications provided for in Article 2505 of the Italian Civil Code apply. Therefore, the provisions set out in Articles 2501-ter, paragraph 1, points 3), 4), 5), 2501-quinquies, and 2501-sexies of the Civil Civil Code.
Although the merger qualifies as a related-party transaction (pursuant to Consob Regulation no. 17221/2010), it involves full subsidiaries with no significant interests held by other related parties. As such, it is exempt from the specific procedure set out in the aforementioned regulation.
The merger is to be considered significant pursuant to Article 70 of CONSOB Regulation No. 11971/1999 ('Issuers' Regulation'). However, Gpi has exercised the option, provided for in Article 70, paragraph 8, of the Issuers' Regulation, to depart from the disclosure obligations set out in Article 70, paragraph 6, of the same Regulation. Therefore, there is no requirement to prepare the information document pursuant to Annex 3B of the Issuers' Regulation.
In any event, the transaction is exempt from the obligation to publish the aforementioned information document, as it is carried out between the issuer, Gpi, and a company wholly owned by Gpi.
The relevant documentation will be filed and made available in accordance with the terms and procedures provided for by the applicable legislation.
Tuesday 31 March 2026, 11:30 CET
Video conference presentation of FY25 results
To attend the event, you must register at the following link:
https://www.c-meeting.com/web3/join/MEL3MZJVB2VDJ7
Supporting material will be available within an hour of the start of the event at the link:
www.gpigroup.com/en/investors/events/ - Financial community meetings.
At the end of the presentation, it will be possible to ask questions to the management.
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GPI GROUP
Gpi's mission is to make healthcare systems sustainable so that, through the digital transformation of healthcare, everyone can receive quality care.
Sustainability and social impact are the inspiring principles and an integral part of the strategic and investment assessments of the Group, which is aware that the solutions and services provided to the community affect people's quality of life.
For more than 35 years, guided by a vision that puts the patient at the heart of everything it does, Gpi has been assiduously working to support healthcare systems with the skills and innovative tools that can improve prevention and treatment processes, through the use of state-of-the-art software and technology and cutting-edge services.
The Group's strategy is geared towards responding to a healthcare system in continuous transformation and expanding into international markets.
In 2024, the steadfast commitment of more than 7,800 employees resulted in € 546 million in revenue, EBITDA of € 114 million and more than 9,000 customers across 70 countries.
Gpi SpA is a company listed in the Euronext Tech Leaders segment of the Italian Stock Exchange.
ISIN ordinary shares: IT0005221517
Press release available at www.gpigroup.com and
CONTACTS
Investor Relations
GPI | Fabrizio Redavid, Lorenzo Giollo | [email protected] | T: +390461381515 | Via Ragazzi del '99, 13 - 38123 Trento
Media Relations
GPI | Enrico Orfano | [email protected] | T: +390461381515 | Via Ragazzi del '99, 13 - 38123 Trento
Barabino & Partners | Federico Vercellino | [email protected] | T: +39 3315745171 | Piazza Velasca 3 /5 - 20122 Milano MI
Specialist
Banca Akros | Andrea Dal Negro | [email protected] | T. +3902434441 | Viale Eginardo, 29 - 20149 Milan
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FINANCIAL SCHEDULES
The comparative information of the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and statement of cash flows as of 31 December 2024 have been revised to retroactively reflect the carrying amounts and effects of the Purchase Price Allocation relating to the acquisition of Lab Technologies SA.
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION, in EUR thousands | 31 December 2025 | 31 December 2024 Revised |
|---|---|---|
| Assets | ||
| Goodwill | 209,070 | 187,564 |
| Other intangible assets | 199,208 | 199,847 |
| Property, plant and equipment | 69,030 | 57,783 |
| Equity-accounted investments | 405 | 459 |
| Non-current financial assets | 15,229 | 11,066 |
| Deferred tax assets | 16,637 | 14,699 |
| Non-recurring customer contract costs | 33 | 619 |
| Other non-current assets | 11,021 | 11,780 |
| Non-current assets | 520,634 | 483,817 |
| Inventories | 17,377 | 15,360 |
| Customer contract assets | 262,721 | 240,063 |
| Trade receivables and other assets | 123,833 | 130,016 |
| Cash and cash equivalents | 107,329 | 45,885 |
| Current financial assets | 48,796 | 38,252 |
| Current income tax assets | 7,916 | 5,334 |
| Current assets | 567,971 | 474,911 |
| Assets held for sale | - | - |
| Total assets | 1,088,605 | 958,728 |
| Equity | - | |
| Share capital | 13,890 | 13,890 |
| Share premium reserve | 203,678 | 203,678 |
| Other reserves and retained earnings/(losses carried forward), including profit/(loss) for the period | 88,267 | 90,353 |
| Capital and reserves attributable to owners of the parent | 305,835 | 307,922 |
| Capital and reserves attributable to non-controlling interests | (3,430) | (2,132) |
| Total equity | 302,405 | 305,790 |
| Liabilities | ||
| Non-current financial liabilities | 380,735 | 248,357 |
| Employee benefits | 21,719 | 15,452 |
| Non-current provisions for risks and charges | 543 | 4,143 |
| Deferred tax liabilities | 29,233 | 28,677 |
| Other non-current liabilities | 7,466 | 8,579 |
| Non-current liabilities | 439,696 | 305,209 |
| Customer contract liabilities | 6,798 | 4,717 |
| Trade payables and other liabilities | 154,531 | 148,085 |
| Employee benefits | 3,634 | 2,879 |
| Current provisions for risks and charges | 1,462 | 2,261 |
| Current financial liabilities | 171,319 | 169,861 |
| Current tax liabilities | 8,760 | 19,926 |
| Current liabilities | 346,504 | 347,729 |
| Liabilities related to assets held for sale | - | - |
| Total liabilities | 786,200 | 652,938 |
| Total equity and liabilities | 1,088,605 | 958,728 |
GPI SPA | Via Ragazzi del '99, 13 - 38123 Trento | www.gpigroup.com
FINANCIAL SCHEDULES
| CONSOLIDATED INCOME STATEMENT, in EUR thousands | 2025 | 2024 Revised |
|---|---|---|
| Revenue | 530,247 | 496,883 |
| Other income | 15,933 | 13,459 |
| Total revenue and other income | 546,180 | 510,342 |
| Costs for materials | (27,877) | (25,878) |
| Service costs | (126,370) | (121,632) |
| Personnel costs | (268,093) | (250,155) |
| Amortisation, depreciation and impairment losses | (56,266) | (53,815) |
| Other provisions | (9,251) | (14,378) |
| Other operating costs | (10,334) | (7,997) |
| Operating profit/loss | 47,988 | 36,489 |
| Financial income | 5,195 | 14,267 |
| Financial expense | (33,033) | (28,722) |
| Financial income and expense | (27,838) | (14,455) |
| Share of profit/(loss) of equity-accounted investments, net of tax | - | 27 |
| Profit (loss) before tax | 20,150 | 22,062 |
| Income tax | (4,941) | (7,697) |
| Net profit (loss) from continuing operations | 15,210 | 14,364 |
| Net profit (loss) from discontinued operations | - | 88,826 |
| Profit/Loss for the period | 15,210 | 103,191 |
| Profit/(loss) for the period attributable to: | - | |
| Owners of the parent | 16,191 | 103,827 |
| Non-controlling interests | (981) | (636) |
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FINANCIAL SCHEDULES
| STATEMENT OF CASH FLOWS
in EUR thousands | 2025 | 2024
Revised |
| --- | --- | --- |
| Cash flows from operating activities | | |
| Profit/Loss for the period | 15,210 | 103,191 |
| Adjustments for: | | |
| - Depreciation of property, plant and equipment | 11,994 | 11,688 |
| - Amortisation of intangible assets | 43,681 | 41,493 |
| - Amortisation of contract costs | 591 | 634 |
| - Other provisions | 9,251 | 14,378 |
| - Financial income and expense | 27,838 | 14,427 |
| - Share of profit/(loss) of equity-accounted investments, net of tax and the result of assets sold | - | (88,826) |
| - Income tax | 4,941 | 7,697 |
| Changes in working capital and other changes | (44,027) | (38,307) |
| Interest paid | (20,102) | (20,436) |
| Income taxes paid | (9,907) | (10,026) |
| Net cash flows generated by operating activities | 39,470 | 35,913 |
| Cash flows from investing activities | | |
| Interest collected | 246 | 431 |
| Net investments in property, plant and equipment | (21,869) | (21,077) |
| Net investments in intangible assets | (22,632) | (33,539) |
| Net change in other current and non-current financial assets | (14,571) | (6,719) |
| Disposal (Acquisition) of subsidiaries, net of cash acquired and disposals | (42,474) | 73,890 |
| Acquisitions of equity interests from third parties, net of advances | - | - |
| Net cash flows used in investing activities | (101,300) | 12,986 |
| of which from assets held for sale | - | 87,924 |
| Cash flows from financing activities | | |
| Dividends paid | | |
| Proceeds from new bank loans | (17,706) | (24,516) |
| Repayment of bank loans | 105,100 | 20,900 |
| Bond issues | (54,131) | (33,439) |
| Bond redemptions | 91,500 | - |
| New lease payables | (108,166) | (16,667) |
| Lease payments | 6,305 | 9,055 |
| Net change in other current and non-current financial liabilities | (1,263) | (9,611) |
| Change in liabilities for acquisition of equity investments | 118,715 | 10,579 |
| Cash flows from financing activities | (17,080) | (99) |
| Net cash flows generated by financing activities | 123,274 | (43,798) |
| Net increase (decrease) in cash and cash equivalents | 61,444 | 5,100 |
| of which from assets held for sale | | 87,924 |
| Opening cash and cash equivalents | 45,885 | 40,785 |
| Cash and cash equivalents | 107,329 | 45,885 |
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