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Gpi

Board/Management Information Dec 23, 2025

4426_rns_2025-12-23_95c25c4d-111d-4869-b4c4-4536a77b4c3a.pdf

Board/Management Information

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GPI BOARD OF DIRECTORS DEFINES A NEW GOVERNANCE

FAUSTO MANZANA APPOINTED EXECUTIVE CHAIRMAN OF THE BOARD

ANDREA DI SANTO APPOINTED CHIEF EXECUTIVE OFFICER

Trento, 23 December 2025

Gpi S.p.A. (GPI:IM) hereby announces that, as of today, under the terms of the new shareholders' agreement entered into on 19 December between FM S.p.A. and CDP Equity S.p.A., and following the announcement made yesterday, 22 December, Luca D'Agnese (non-executive, non-independent director) has stepped down as Chairman of the Board of Directors, while remaining a member of the Board.

As part of the Company's new management and governance structure, Fausto Manzana (Executive, Non-Independent Director) has today resigned from the position of Chief Executive Officer, while remaining a member of the Board. Consequently, the Board of Directors, having convened today, has resolved to appoint, for a term of office ending upon the approval of the financial statements for the year ending 31 December 2026, the following:

  • (i) Director Fausto Manzana as Executive Chairman of the Board of Directors;
  • (ii) Director Andrea Di Santo as Chief Executive Officer.

The Board of Directors has also granted broad executive powers to the newly appointed Chairman and Chief Executive Officer, who therefore qualify as executive (non-independent) Directors.

Luca D'Agnese will continue to serve as Chairman of the Strategic Committee. Fausto Manzana and Andrea Di Santo will continue to be members of the Strategic Committee and the Strategic Industrial Plan Committee, maintaining their current roles. Federica Fiamingo and Matteo Santoro will retain their respective positions as Vice Chair and General Manager.

"The journey undertaken by Gpi to date has been extraordinary, supported by continuous and solid growth," said Fausto Manzana. "Today marks the beginning of a new phase aimed at refining this successful model, thanks to a managerial structure designed for our international ambitions. In my role as Executive Chairman, I will continue to embody the entrepreneurial vision that has guided our development, ensuring continuity in the Group's path of excellence. I will do so within a renewed context, with Andrea Di Santo at the operational helm of the Group, the right person to seize the opportunities offered by global markets."

"I take on this role with enthusiasm and a strong sense of responsibility," said Andrea Di Santo. "My objective will be to ensure the execution of the 2025–2029 Industrial Plan and to accelerate Gpi's international expansion, building on the solid positioning in digital healthcare that the Gpi Group has achieved under the leadership of Fausto Manzana. Together with management and the entire organisation, we will work to create value for shareholders and all stakeholders, moving towards a new evolutionary phase marked by a fresh season of growth."

Andrea Di Santo has held senior leadership roles in leading industrial organisations. As Chairman and Chief Executive Officer of Siemens Healthcare Italia and Canon Italia, he acquired in-depth knowledge of the healthcare and technology sectors. He has also held significant managerial responsibilities at Hitachi and Alstom Power, coordinating strategic initiatives at a European level. On 12 March 2025, he joined the Board of Directors of Gpi S.p.A., the Strategic Committee and, subsequently, the Company's Strategic Industrial Plan Committee, which he chairs.

No severance payments, compensation or other benefits are payable in connection with the cessation of the above-mentioned offices. Fausto Manzana and Luca D'Agnese currently do not hold any shares in Gpi. Andrea Di Santo holds 1,000 ordinary shares in Gpi, none of which carry increased voting rights.

The full curricula vitae of Fausto Manzana and Andrea Di Santo are available on the Company's website at www.gpigroup.com/en/investors/governance/ - Governance.

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 | [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

Specialist

Banca Akros | Bruno Mestice | [email protected] | T. +3902434441 | Viale Eginardo, 29 – 20149 Milan

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