SYS-DAT — Proxy Solicitation & Information Statement 2026

Mar 23, 2026

emarket

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CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS.

Pursuant to Art. 16.4 of the Company Bylaws and to Article 135-undecies.1 of Legislative Decree no. 58/1998 ("TUF"), the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative. In compliance with the provisions of the art. 135-undecies.1 of the Legislative Decree, n. 58/1998, the aforementioned Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies, as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form.

Declaration of the Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.

Please note: This form may be subject to change following any integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-tals Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

With reference to the Ordinary General Meeting of SYS-DAT S.p.A. to be held at ZNR Notai, in Milan, Via Pietro Metastasio, 5 on April 22, 2026, at 11:00 a.m., single call, as set forth in the notice of the shareholders' meeting published on the Company's website at https://www.sys-datgroup.com in the section "Governance/Shareholders' Meeting" on March 23, 2026, and, in abridged form, in the Italian daily newspaper "Italia Oggi" on March 23, 2026 and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form

I, the undersigned (party signing the proxy)	(Name and Surname) (*)
Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
Resident in (*)	Address (*)
Phone No. (**)	Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)	Issued by (*)	No. (*)

() Mandatory. (*) It is recommended to fill.

MONTE TITOLI S.p.A.

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CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135: NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

☐ shareholder with the right to vote
OR IF DIFFERENT FROM THE SHARE HOLDER

☐ legal representative or subject with subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed)
☐ pledge ☐ bearer ☐ usufructuary ☐ custodian ☐ manager ☐ other (specify) ...

(complete only if the shareholder is different from the proxy signatory)	Name Surname / Denomination (*)
	Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
	Registered office / Resident in (*)

Related to

| No. () __ shares __
e.g.: No. 3 ORDINARY shares (T0012345 (ISIN number)
(to be filled in with information regarding any further communications relating to deposits) | Registered in the securities account (1) n. __ at the custodian __ ABI __
CAB __ referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2)
No. __ Supplied by the intermediary: __ |
| --- | --- |
| No. () __ shares __ | Registered in the securities account (1) n. __ at the custodian __ ABI __
CAB __ referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2)
No. __ Supplied by the intermediary: __ |

DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

• the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;
• to have requested from the custodian the communication for participation in the Meeting as indicated above;
• that there are no reasons for incompatibility or suspension of the exercise of voting rights;
• (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) *
(Signature) *

MONTE TITOLI S.p.A.

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CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135: NOVIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)(3)

(indicate the holder of the right to vote only if different - name and surname / denomination)

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of SYS-DAT S.p.A. to be held at ZNR Notai, in Milan, Via Pietro Metastasio, 5 on April 22, 2026, at 11:00 a.m. on single call.

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

1. 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.
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting. I the undersigned proxy signatory	☐ confirms the instructions	☐ revokes the instructions	☐ In favour
☐ Against
☐ Abstain
2. Resolutions regarding the allocation of the net result for the fiscal year ending December 31, 2025.
---	---	---	---
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting. I the undersigned proxy signatory	☐ confirms the instructions	☐ revokes the instructions	☐ In favour
☐ Against
☐ Abstain

MONTE TITOLI S.p.A.

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CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135: NOVIES OF LEGISLATIVE DECREE 58/1998

3. 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;
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, i the undersigned proxy signatory	☐ confirms the instructions	☐ revokes the instructions	☐ In favour
☐ Against
☐ Abstain
3.2 Resolutions regarding the second section of the report pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58/1998.
---	---	---	---
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, i the undersigned proxy signatory	☐ confirms the instructions	☐ revokes the instructions	☐ In favour
☐ Against
☐ Abstain
4. 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.
---	---	---	---
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, i the undersigned proxy signatory	☐ confirms the instructions	☐ revokes the instructions	☐ In favour
☐ Against
☐ Abstain

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

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CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135: NOVIES OF LEGISLATIVE DECREE 58/1998

DIRECTORS' LIABILITY ACTION

In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Designated Representative to vote as follows:

In Favour	Against	Abstain

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

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sdr storage

CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

(1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
(2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
(3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

The proxy with the relating voting instructions shall be received together with:

• a copy of an identification document with current validity of the proxy grantor or
• in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

(in the event of a sub-proxy, the following must be sent to the Designated Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "SYS-DAT General Meeting April 2026 - Proxy") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "SYS-DAT General Meeting April 2026 - Proxy"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com (subject line: "SYS-DAT General Meeting April 2026 - Proxy")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.com or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

MONTE TITOLI S.p.A.

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Telebors: distribution and commercial use strictly prohibited

CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135: NOVIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

PRIVACY POLICY STATEMENT PURSUANT TO ARTICLES 13 OF REGULATION (EU) 2016/679

SYS-DAT S.p.A., in its capacity as Data Controller of your personal data, pursuant to and in accordance with EU Regulation 2016/679 ('GDPR' or 'Regulation'), hereby informs you that the aforementioned legislation provides for the protection of data subjects with respect to the processing of personal data and that such processing will be based on the principles of fairness, lawfulness, transparency and protection of your confidentiality and your rights.

Your personal data will be processed in accordance with the legal provisions of the aforementioned legislation and the confidentiality obligations provided therein

DATA CONTROLLER: SYS-DAT S.p.A. with registered office at Via Muzio Attendolo detto Sforza, 7, 20141 Milano (MI), VAT 03699600155, contactable at the following addresses: e-mail privacy@sys-datgroup.com -in the person of its current legal representative

DPO CONTACT DETAILS: the Data Controller has appointed a Data Protection Officer (DPO), pursuant to Article 37 of the GDPR, whom you can contact by writing to dpo@sys-datgroup.com.

CATEGORIES OF DATA: the object of the processing may be your personal data such as identification data, personal data, contact data, as well as information relating to your position, etc. contained in the proxy/subdelegation form ('Personal Data')

PURPOSES AND LEGAL BASIS OF THE PROCESSING: Personal Data shall be processed for the following purposes: (i) purposes strictly connected and instrumental to the performance of contractual obligations, deriving from the mandate conferred by the Delegating Party (or its representative) to the Designated Representative, inherent to the representation in the shareholders' meeting and the expression of the vote; (ii) obligations provided for by law, regulations, as well as provisions issued by the competent Authorities or Supervisory and Control Bodies. . The contribution of your personal data is mandatory and your refusal to contribute them will make it impossible for the Company to allow the delegate to participate in the Shareholders' Meeting in accordance with the relevant laws in force and/or make it impossible to fulfil contractual or legal obligations.

DATA PROCESSING METHODS: Your personal data will be processed, in compliance with the provisions of the GDPR, by paper, IT and telematic means or any other suitable type of support (e.g. cloud systems, digital storage and substitute storage systems, ...), for the stated purposes, and in all cases by procedures which guarantee an appropriate level of security and confidentiality, in accordance with the provisions of Artt. 6, 322 of the GDPR

Personal Data is processed using both IT tools and on paper or any other suitable type of support (e.g. cloud systems, digital storage and substitute storage systems, ...). All processing is carried out in compliance with the methods set out in Articles 6, 32 of the GDPR and through the adoption of the appropriate security measures.

RECIPIENTS OF PERSONAL DATA AND PARTIES WHO MAY HAIN KNOWLEDGE OF THEM.: The personal data processed will be known to Marazzi's employees, contract staff and associates working in the capacity of authorised data usersr. Your data may also be processed by third parties belonging, for example, public and private entities required by law, subjects functional to the achievement of the purposes set out above, internal and external to the Data Controller, such as, by way of non-limiting example, collaborators, freelancers, technical partners, etc.. The aforesaid subjects operate, in some cases, as data processors specifically appointed by the Data Controller in compliance with Article 28 GDPR, and in other cases completely independently as separate data controllers, it being understood that, in the latter case, the communication of your personal data to such independent data controllers is made solely for the purposes of pursuing the purposes indicated in this information notice.

The list of such entities is available by writing to privacy@sys-datgroup.com.

Your personal data will not be disseminated.

AUTOMATED DECISION MAKING PROCESSES: there are no automated decision making processes.

TRANSFER OF PERSONAL DATA: Personal Data are stored within the European Union and are not transferred to third countries outside Europe.

PERIOD OF STORAGE: the Personal Data collected will be stored for a period of time not exceeding the achievement of the purposes for which they are processed ('principle of limitation of storage', art. 5, GDPR) or in accordance with the deadlines provided for by law.

RIGHTS OF INTERESTED PARTIES: You have the right to exercise the rights set out in Articles 15 to 22 of the GDPR and to request from the Data Controller, access to your data, rectification or erasure of your data, restriction of processing or the possibility to object to processing, to request data portability, to withdraw consent to processing by asserting these and other rights set out in the GDPR by simple communication to the Data Controller (e-mail: privacy@sys-datgroup.com; dpo@sys-datgroup.com). You also have the right to lodge a complaint with the Supervisory Authority

MONTE TITOLI S.p.A.