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SYS-DAT — Proxy Solicitation & Information Statement 2026
Mar 23, 2026
6548_rns_2026-03-23_ce0bbcd0-a8c6-4191-807f-28a68f72c027.pdf
Proxy Solicitation & Information Statement
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SYS-DAT S.p.A.
Share capital €1,564,244.00 fully paid-in
Registered office: Milan, Via Muzio Attendolo detto Sforza, 7/9
R.E.A. Milan no. 963005
Tax Code, VAT number, and registration number with the Milan Business Register no.
03699600155
EXTRACT OF THE NOTICE OF CALL FOR THE
ORDINARY SHAREHOLDERS' MEETING
The persons eligible to attend and exercise their voting rights are called to the Ordinary Shareholders' Meeting of SYS-DAT S.p.A. to be held on April 16, 2025, at 8:30 AM (single call), at ZNR Notai, in Milan, Via Pietro Metastasio, 5, to discuss and resolve on the following:
Agenda
- Approval of the financial statements as of December 31, 2025, accompanied by the Board of Directors' management report, the Board of Statutory Auditors' report, and the Independent Auditor's report. Presentation of the consolidated financial statements as of December 31, 2025.
- Resolutions regarding the allocation of the net result for the fiscal year ending December 31, 2025.
- Report on the remuneration policy and compensation paid:
3.1. Approval of the first section of the report pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree no. 58/1998;
3.2. Resolutions regarding the second section of the report pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58/1998.
- Authorization to purchase and dispose of company's own shares, pursuant to Articles 2357 and subsequent of the Civil Code, as well as Article 132 of Legislative Decree no. 58/1998 and Article 144-bis of the Consob Regulation (adopted with resolution no. 11971/1999 and subsequent amendments), following the revocation of the authorization granted by the General Meeting of April 16, 2025, for the part not executed. Relevant and subsequent resolutions.
Pursuant to Article 16.4 of the Articles of Association and in accordance with Article 135-undecies.1 of Legislative Decree No. 58/1998 ("TUF"), participation in the Meeting and the exercise of voting rights will only be possible through the designated representative pursuant to Article 135-undecies of the TUF, i.e., through Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari No. 6, VAT Code No. 03638780159 (the "Designated Representative"), in accordance with the applicable laws and regulations, to whom proxies and/or sub-delegations may be granted pursuant to Article 135-novies of the TUF. The participation in the Meeting of the legitimate subjects (e.g., the members of the corporate bodies, the designated representative, the representatives of the auditing firm and the
CERTIFIED
secretary of the meeting) may also take place, pursuant to Article 16.3 of the Articles of Association, via telecommunications means.
For information regarding the share capital, the right to participate and vote at the Meeting (record date - April 13, 2026), representation at the Meeting exclusively via the Designated Representative, the right to ask questions before the meeting, the right to request the addition of items to the agenda, the presentation of new resolution proposals under Article 126-bis, paragraph 1, first sentence TUF, and the presentation of individual resolution proposals by the holders of voting rights under Article 135-undecies.1, paragraph 2, of the TUF, as well as organizational aspects of the Meeting, please refer to the full text of the convocation notice published on the Company's website at www.sys-datgroup.com in the "Governance/Shareholders' Meeting" section.
The documentation relating to the Meeting, including the illustrative reports of the Board of Directors and the proposed resolutions on the items on the agenda, will be made available to the public within the terms and in the manner required by current regulations, with the possibility for Shareholders and those entitled to vote to obtain copies. This documentation will be made available to the public at the Company's registered office, on the Company's website at www.sys-datgroup.com in the "Governance/Shareholders' Meeting" section, as well as at the authorized storage mechanism "EMARKET STORAGE" and by the other methods provided for by current regulations.
Milan, March 23, 2026
The Chairman of the Board of Directors
Vittorio Neuroni