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Siav Share Issue/Capital Change 2026

Mar 16, 2026

4103_rns_2026-03-16_85f24577-1556-4896-a1d2-99af1bc800bb.pdf

Share Issue/Capital Change

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SIAV

INFO SOCIETÀ BENEFIT

PRESS RELEASE

SIAV APPROVES THE PROPOSALS TO INCREASE THE SHARE CAPITAL IN OPTION UP TO EURO 5 MILLION AND TO GRANT A PROXY TO INCREASE THE SHARE CAPITAL UP TO AN ADDITIONAL EURO 5 MILLION IN SUPPORT OF THE GROUP'S GROWTH AND DEVELOPMENT PLAN

Rubano (PD), 16 March 2026 - Siav S.p.A. Società Benefit (la "Società" o "SIAV"), leader in Italy in the Enterprise Content Management sector, listed on the Euronext Growth Milan (EGM) market, announces that the Board of Directors, which met today under the chairmanship of Alfieri Voltan, resolved to propose to the Extraordinary Shareholders' Meeting - which will be convened for 7 April 2026, in first call and, if necessary, on 8 April 2026, if in second call - the approval of a capital increase ("Rights Issue Capital Increase") and a delegation to the Board of Directors, pursuant to art. 2443 of the Civil Code, to increase the share capital, as well as the consequent amendments to the Articles of Association.

Capital Increase in Option

The Board of Directors resolved to propose to the Extraordinary Shareholders' Meeting to resolve on a paid and divisible share capital increase, up to a maximum of Euro 5,000,000.00, including any share premium, through the issue of ordinary shares without indication of par value and having the same characteristics and dividends as the outstanding shares, to be offered as an option to all shareholders of SIAV pursuant to art. 2441, paragraph 1, of the Civil Code, with a final deadline of 31 December 2026.

In line with market practice, it is proposed that the Extraordinary Shareholders' Meeting confer on the Board of Directors broad powers to define the terms and conditions of the Rights Issue, including: the final amount of the offer, the number of newly issued shares, the terms and timing for the exercise of the option rights by the shareholders, as well as the terms for the trading of the option rights on EGM, subject to agreement with Borsa Italiana S.p.A., and the issue price of the new shares, taking into account, inter alia, market practice for similar transactions, the performance of SIAV's shares and the prevailing market conditions at the time of the start of the transaction.

The collection of resources through the Rights Issue is aimed at supporting Siav's growth and development path, both internally - through the strengthening of its operational, technological and commercial capabilities - and externally, through the possible pursuit of acquisition and consolidation opportunities in line with the Group's strategy.

The transaction also responds to the need to provide the Company with a more solid and flexible financial structure, consistent with the evolutionary phase that SIAV is going through following the

Siav S.p.A. Società Benefit

Via Rossi, 5/n 35030 - Rubano (Padova) - ITALY tel. +39 049 897 9797 [email protected] [email protected] www.siav.it

C.F./P.I.: 02334550288 Capitale Sociale 306.800,91€ Registro Imprese di Padova - REA PD - 223442

Filiali Milano / Bologna / Roma Aziende del Gruppo Siav / Siav Connect FZE / Credit Service


SIAV

significant corporate and operational reorganization process launched during the 2025 financial year. This reorganisation has made it possible to rationalise the Group's activities, optimise its structure and lay the foundations for facing future development phases with greater efficiency and the ability to respond to market opportunities.

The Board of Directors therefore believes that strengthening the Company's capital base is a tool consistent with its medium- to long-term strategic objectives, allowing SIAV to operate with the necessary agility in an evolving competitive environment, without compromising the Group's financial solidity.

In the context of the proposed Rights Issue, the Company specifies that there are ongoing dialogues with some shareholders for the formalization of any subscription commitments, which will be promptly communicated to the market.

Delegation to the Board of Directors pursuant to art. 2443 of the Civil Code.

The Extraordinary Shareholders' Meeting will also be called upon to grant the Board of Directors a proxy (the "Proxy") pursuant to art. 2443 of the Italian Civil Code to increase the share capital, in divisible form and in one or more tranches, also with the exclusion of the option right pursuant to art. 2441, paragraphs 4 and 5, of the Italian Civil Code, for a maximum total amount of Euro 5,000,000.00, including any share premium, through the issue of ordinary shares without indication of par value.

The Proxy, which may be exercised in one or more tranches, will have a duration of five years from the date of the shareholders' resolution. In particular, the possible exclusion of the right of option pursuant to paragraph 4 of art. 2441 of the Civil Code, it may take place: (i) for newly issued shares which, according to the resolution to increase the capital, must be paid up through contributions in kind, or (ii) within the limits of 10% of the pre-existing number of shares, provided that the price of the newly issued shares is determined in the manner and within the terms provided for by law.

It will thus be possible to adopt changes in the share capital in order to quickly raise new financial resources or carry out extraordinary operations to be carried out also through the implementation of capital increases to be released with contributions in kind.

The Delegation is in fact motivated by the need to ensure flexibility and timeliness of execution in order to identify the transaction that best suits the needs of the Company on a case-by-case basis, allowing the Board of Directors to seize the most favorable conditions for any extraordinary transactions or the collection of new financial resources to support the Group's growth path as quickly as possible. also taking into account the high uncertainty and volatility that characterize the financial markets.

Call of the Extraordinary Shareholders' Meeting and filing of documentation

The Board of Directors has also resolved to convene the Extraordinary Shareholders' Meeting for 7 April 2026, in first call, and if necessary, on 8 April 2026, in second call, at the times and places that will be communicated in the relevant notice of call, which will be published within the terms and in the manner provided for by applicable laws and regulations.

The notice of call, which will be published within the terms of the law and the Articles of Association, will also indicate the procedures for participation in the Shareholders' Meeting, in accordance with the

www.siav.it


siav

provisions of the regulations in force at the time. The documentation, including the explanatory report approved by today's Board of Directors on each item on the agenda of the aforementioned Shareholders' Meeting, will be available, within the terms of applicable laws and regulations, on the website www.siav.com/it/ the Investor Relations/Shareholders' Meetings section, as well as on the www.borsaitaliana.it website, in the Shares/Documents section.


This press release is available in the Investor Relations/Financial Press Releases section of the www.siav.com/it website and on .


Siav S.p.A. Società Benefit, established in 1989 in Rubano (PD), is a leader in the Enterprise Content Management (ECM) and Business Process Outsourcing (BPO) sector. Since 2021, the Issuer has assumed the status of Benefit Corporation. The Company is at the top of an international group, active in particular on the Italian market, and has offices in Padua, Milan, Genoa, Bologna and Rome; it also operates in Switzerland and Romania. As of December 31, 2021, the Group boasts over 4,000 active customers, direct and indirect, both private and related to the public administration, to whom an offer is provided divided into three segments: (i) proprietary software for document management (Archiflow, Silloge and Catflow), (ii) proprietary software and vertical solutions related to document management (MyCreditService, SAP dashboards and solutions dedicated to the healthcare world); (iii) outsourced professional services (dematerialization and B2B electronic invoicing). As of December 31, 2024, the Group achieved, at a consolidated level, revenues from sales and services of Euro 33.3 million and EBITDA of Euro 6.3 million.

Contacts

Investor Relation

Siav S.p.A. | Daniele Boggian - Investor Relations Manager | [email protected] | T: +39 0498979797 | Via A. Rossi 5/n - 35030 Rubano (PD)

IR & Media Relations Advisor

My Twin Communication S.r.l.

Twin

[email protected]

Mara Di Giorgio | T: +39 335 7737417

Federico Bagatella | T. +39 331 8007258

Euronext Growth Advisor & Specialist

Integrae SIM S.p.A. | [email protected] | T: +39 02 80506160 | Piazza Castello, 24 - 20121 Milano

www.siav.it