Gpi

M&A Activity • Jun 11, 2025

PRESS RELEASE

MERGER PLANS APPROVED FOR THE INCORPORATION INTO GPI S.P.A. OF BIM ITALIA S.R.L. AND OSLO ITALIA S.R.L.

QUALIFICATIONS OF BOARD MEMBER ANDREA DI SANTO VERIFIED. STRATEGIC COMMITTEE COMPOSITION CONFIRMED.

Trento, 11 June 2025

Gpi (GPI:IM), a leading company in software and services supporting the digital transformation of healthcare, listed on the Euronext Milan Tech Leaders market, announces that today its Board of Directors approved, as part of the Group's corporate streamlining and simplification process, the merger plans for the incorporation into Gpi S.p.A. of BIM Italia S.r.l. and Oslo Italia S.r.l., both wholly owned subsidiaries of the Parent Company.

This transaction forms part of a broader strategy aimed at improving managerial efficiency and is intended to consolidate the operational activities of the merged companies within the Parent Company, with the objective of achieving administrative simplification, resource optimisation, and the realisation of economic and operational synergies.

The mergers will be carried out through a simplified procedure pursuant to Article 2505 of the Italian Civil Code. The accounting and tax effects of the mergers will be applied retroactively from January 1st of the year in which the mergers become effective. The legal effects of the mergers 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. 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 mergers concern companies 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 Code shall not apply.

Although the mergers qualify as related-party transactions (pursuant to Consob Regulation no. 17221/2010), they involve wholly owned subsidiaries with no significant interests held by other related parties. As such, they are exempt from the specific procedure set out in the aforementioned regulation. Furthermore, the transactions do not present materiality or relevance profiles under Articles 57 and 70, paragraph 6, of the Issuers' Regulation, nor under Article 117-bis of Legislative Decree no. 58/1998.

The relevant documentation will be filed and made available in accordance with the terms and procedures provided for by the applicable legislation.

Following the appointment and confirmation by the Shareholders' Meeting held on April 29 of Board Member Andrea Di Santo, the Board of Directors has also verified that he meets the requirements of integrity and eligibility as set out by current regulations and the Corporate Governance Code, although he does not meet the independence requirement.

The Board of Directors has also appointed and confirmed Andrea Di Santo as a member of the Strategic Committee, effective until the expiration of the Board's mandate, i.e., until the Shareholders' Meeting called to approve the financial statements as of 31 December 2026. The Strategic Committee is therefore composed as follows: Luca d'Agnese (Chair), Fausto Manzana, Andrea Di Santo, Mario Vitale.

GPI GROUP

Gpi's mission is to make the healthcare systems sustainable through their digitisation, so that everyone can receive high-quality care. Sustainability and social impact are the guiding principles and play a crucial role in the strategic and investment assessments of the Group, aware that the solutions and services provided to the community have an impact on the quality of life of individuals.

For over 35 years, driven by a patient-centric vision, Gpi has been working to support healthcare systems by providing the skills and innovative tools necessary to improve prevention and treatment processes. This is achieved through the strategic use of advanced software, technologies, and cutting-edge services.

The Group's strategy is designed to meet the evolving requirements of the constantly changing healthcare sector and to facilitate entry into international markets.

The unwavering commitment of its 7,600 employees and a customer base of more than 9,000 across 70 countries, yielded € 510 million in revenue, an EBITDA of € 105 million in 2024.

Gpi S.p.A. is listed on the Euronext Tech Leaders segment of Borsa Italiana, the Italian stock exchange.

ISIN ordinary shares: IT0005221517

This press release is also available at www.gpigroup.com 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