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Unidata Proxy Solicitation & Information Statement 2026

Apr 1, 2026

4418_rns_2026-04-01_1235881b-5982-4342-8463-1a2dd26b6003.pdf

Proxy Solicitation & Information Statement

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UNIDATA

INFO GLOBAL 1000

UNIDATA S.P.A.

NOTICE OF CONVOCATION OF THE ORDINARY SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting of Unidata S.p.A. ("Unidata" or the "Company") is hereby convened on May 11, 2026, at 10:00 a.m., in a single call, exclusively via telecommunication means, to discuss and resolve on the following

AGENDA

  1. Approval of the financial statements as of December 31, 2025, and presentation of the consolidated financial report as of December 31, 2025, and the sustainability report as of December 31, 2025. Allocation of net income for the year and distribution of dividends to shareholders.
    1.1. Approval of the financial statements as of December 31, 2025;
    1.2. Allocation of net income and distribution of dividends to shareholders.
  2. Report on the remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree No. 58/98 and Article 84-quater of the Consob Regulation adopted by Resolution No. 11971/1999:
    2.1. Binding vote on the remuneration policy for the 2026 fiscal year as outlined in the first section of the report;
    2.2. Consultation on the second section of the report concerning remuneration paid in or relating to the 2025 fiscal year.
  3. Authorization to purchase and dispose of treasury shares, subject to the revocation of the authorization granted by the Shareholders' Meeting on May 8, 2025.
  4. Appointment of the Board of Statutory Auditors for the three-year period 2026-2028:
    4.1. Appointment of three standing auditors and two alternate auditors for the fiscal years 2026-2027-2028;
    4.2. Appointment of the Chairman of the Board of Statutory Auditors;
    4.3. Determination of the compensation for standing auditors;
  5. Proposal for a long-term equity-based incentive plan for the period 2026-2028 pursuant to Art. 114-bis of Legislative Decree 58/98.

Share Capital and Voting Rights

The current share capital amounts to €10,000,000.00, divided into 30,886,610 shares with no par value; each share entitles the holder to one vote at the Company's ordinary and extraordinary shareholders' meetings, except for the 17,000,000 shares held by the shareholder Uninvest S.r.l. and the 300,000 shares held by the shareholder Giampaolo Rossini, which have been granted increased voting rights pursuant to Article 8 of the Articles of Association.

The number of voting rights exercisable at the Shareholders' Meeting is therefore 48,186,610.

As of the date of publication of this notice, the Company holds 793,256 treasury shares, equal to 2.5683% of the share capital as of that date.

Attendance at the Shareholders' Meeting

Pursuant to Article 83-sexies of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the "TUF"), the right to attend the Shareholders' Meeting and to exercise the related voting rights—which, as further specified below in this notice of meeting, may be exercised exclusively through a designated representative—is evidenced by a notice to the Company, issued by the intermediary on behalf of the person entitled to vote (the "Notice"), based on the records in its accounting books as of the close of the 7th (seventh) trading day preceding the date of the meeting's call (i.e., by April 29, 2026)

UNIDATA, Inc.

100 Viale A. G.

Eiffel, Commercity

M26, 00148 Rome

T +39 06 404041

F +39 06

40404002

[email protected]

unidata.it

REA No. 956645

Share Capital: €10,000,000.00

fully paid-in Tax ID/VAT

Number: IT06187081002


UNiDATA

  • the so-called record date). Therefore, those who hold voting rights as of the close of business on April 29, 2026, and for whom the Company has received the relevant notification from the authorized intermediary, are entitled to attend the Shareholders' Meeting. Credit and debit entries made to accounts after the aforementioned deadline are not relevant for the purpose of determining eligibility to exercise voting rights at the Shareholders' Meeting; therefore, those who become shareholders only after the aforementioned deadline will not be entitled to vote at the Shareholders' Meeting.

The Notice must be received by the Company no later than the end of the third trading day preceding the date of the Shareholders' Meeting (i.e., by May 6, 2026) at the certified email address [email protected]. The right to attend the Shareholders' Meeting and to exercise voting rights (in accordance with the procedures set forth below) remains valid even if the Notifications are received by the Company after this deadline, provided they are received before the start of the meeting.

Please note that the Notice to the Company is submitted by the intermediary at the request of the person entitled to the right. Voting rights holders are required to instruct the intermediary holding their accounts to make the notification, failing which their participation will be forfeited. Any requests for advance notice by the intermediary or financial charges for the performance of the intermediary's obligations are not attributable to the Company.

Pursuant to Article 16 of the Articles of Association, Directors and Statutory Auditors, as well as other persons entitled to attend under the law and the Articles of Association, other than those entitled to vote, may participate in the Shareholders' Meeting via telecommunication means that also ensure their identification. Instructions for participating in the Shareholders' Meeting via telecommunication means will be provided by the Company to the Directors and Statutory Auditors, as well as to other persons entitled to participate, other than those entitled to vote.

No procedures for voting by mail or by electronic means are provided for.

The Company has appointed Computershare S.p.A., with registered office at Via Lorenzo Mascheroni 19, 20145 – Milan (MI) and with offices at Via Monte Giberto, 33 00138, Rome (RM), – to represent the Shareholders pursuant to Articles 135-undecies and 135-undecies.1 of the Consolidated Law on Finance (TUF) and the provisions of Article 16 of the Articles of Association (the "Designated Representative"). All those entitled to attend and vote who intend to participate in the Meeting must therefore grant a specific proxy to the Designated Representative.

Representation at the Shareholders' Meeting

In accordance with the provisions of Article 16 of the Articles of Association, participation in the Shareholders' Meeting by those entitled to vote and the exercise of voting rights shall take place exclusively through the Designated Representative, pursuant to Article 135-undecies.1 of the Consolidated Law on Finance (TUF), without the physical presence of the Shareholders; Proxies and/or sub-proxies may also be granted to the aforementioned Designated Representative pursuant to Article 135-novies of the TUF, notwithstanding Article 135-undecies, paragraph 4, of the TUF. All persons entitled to attend and vote who intend to participate in the Meeting must therefore grant a specific proxy to the Designated Representative.

Granting of Powers to the Designated Representative Pursuant to Article 135-undecies of the Consolidated Law on Finance

The proxy referred to in Article 135-undecies of the TUF may be granted, at no cost to the proxy grantor, using the specific form prepared by the Designated Representative in agreement with the Company and made available, along with instructions for completion and submission, on the Company's website at www.unidata.it (Corporate Governance / 2026 Shareholders' Meeting section) in the section dedicated to this Meeting, as well as at the Company's registered office.

The proxy must contain voting instructions on all or some of the proposals on the agenda and shall be effective only for those proposals for which voting instructions are provided.

The proxy form containing voting instructions must be received, together with a copy of a valid identification document of the principal or, if the principal is a legal entity, of the current legal representative or another person with appropriate authority, along with documentation certifying such person's status and authority, at the aforementioned address

UNIDATA, Inc.
100 Viale A. G.
Eiffel, Commercity
M26, 00148 Rome

T +39 06 404041
F +39 06
40404002
[email protected]
unidata.it

REA No. 956645
Share Capital: €10,000,000.00
fully paid-in Tax ID/VAT
Number: IT06187081002


UNIDATA

Designated Representative, by the end of the second trading day preceding the date of the Shareholders' Meeting (i.e., by May 7, 2026) to the certified email address [email protected] (subject line "UNIDATA Shareholders' Meeting Proxy May 2026") from their certified email account (or, failing that, from their regular email account; in such case, the proxy with voting instructions must be signed with a qualified or digital electronic signature (FEA)).

Sending the proxy, signed with a qualified or digital electronic signature in accordance with applicable regulations, to the aforementioned certified email address satisfies the requirement for written form.

Unless already submitted via one of the methods described above, the original proxy form and voting instructions—together with a signed copy of an identity document and, in the case of a legal entity, documentation evidencing signing authority—must be sent to the Designated Representative Computershare S.p.A., Via Monte Giberto 33, 00138 Rome.

Also by the end of the second trading day preceding the date set for the Shareholders' Meeting (i.e., by May 7, 2026), the proxy and voting instructions may be revoked at any time using the methods indicated above.

Granting of ordinary proxies or sub-proxies to the Designated Representative pursuant to Article 135-novies of the TUF

It should also be noted that, notwithstanding Article 135-undecies, paragraph 4, of the Consolidated Law on Finance (TUF), the Designated Representative may also be granted powers of attorney or sub-delegations pursuant to Article 135-novies of the TUF, in accordance with the instructions provided in the form available on the Company's website at www.unidata.it (Corporate Governance/2026 Shareholders' Meeting section) in the section dedicated to this Meeting, as well as at the Company's registered office.

Those who do not exercise the right to grant a proxy as provided for in Article 135-undecies of the TUF may, alternatively, grant the proxies or sub-proxies referred to in Article 135-novies of the TUF, together with the relevant written voting instructions, using the appropriate proxy/sub-proxy form to be sent to the Designated Representative, together with a copy of a currently valid identity document of the delegating party or, if the delegating party is a legal entity, of the pro tempore legal representative or another person with appropriate powers, along with documentation certifying their status and powers, to the certified email address [email protected] (subject line "UNIDATA Shareholders' Meeting Proxy May 2026") from their certified email account (or, failing that, from their regular email account; in such case, the proxy form with voting instructions must be signed with an advanced, qualified, or digital electronic signature (FEA)).

Unless already submitted by one of the methods described above, the original proxy form and voting instructions—together with a signed copy of an identity document and, in the case of a legal entity, documentation evidencing signing authority—must be sent to the Designated Representative, Computershare S.p.A., at Via Monte Giberto 33, 00138 Rome.

Even an ordinary proxy must contain voting instructions regarding all or some of the items on the agenda and will be effective only for those items for which voting instructions have been provided. Proxies may be granted by 12:00 p.m. on May 10, 2026 (provided that the Designated Representative may accept proxies and/or instructions even after the aforementioned deadline and before the opening of the shareholders' meeting) in accordance with the procedures outlined above. In the same manner, eligible shareholders may revoke, within the same deadline, the proxy/sub-proxy and voting instructions granted pursuant to Article 135-novies of the TUF.

For any questions regarding the granting of proxy to the Designated Representative (and in particular regarding the completion of the proxy form and voting instructions and their submission), eligible persons may contact Computershare S.p.A. by email at [email protected] or by phone at 06 4541 7414.

Right to ask questions regarding items on the agenda

Pursuant to Article 127-ter of the Consolidated Law on Finance (TUF) and Article 135-undecies.1, shareholders may submit questions regarding items on the agenda, even prior to the Shareholders' Meeting, by the end of the seventh trading day preceding the date set for

UNIDATA, Inc.
100 Viale A. G.
Eiffel, Commercity
M26, 00148 Rome

T +39 06 404041
F +39 06
40404002
[email protected]
unidata.it

REA No. 956645
Share Capital: €10,000,000.00
fully paid-in Tax ID/VAT
Number: IT06187081002


UNiDATA

the Meeting (i.e., by April 29, 2026) by sending them to the Company via certified email to [email protected], with the subject line of the email reading "2026 Shareholders' Meeting – Questions on agenda items pursuant to Article 127-ter of Legislative Decree No. 58 of February 24, 1998."

Shareholders wishing to exercise this right must provide, in the same manner, information enabling their identification by submitting a specific notice issued by the intermediaries with whom the shareholder's shares are held. Proof of voting rights may also be provided after the submission of applications, provided it is received by the third day following the Record Date (i.e., by May 2, 2026); such proof is not required if the Company receives, within the aforementioned deadline, the notice from the intermediary necessary for participation and voting at the Shareholders' Meeting.

The Company will respond to questions received in accordance with the procedures and within the deadline specified above—after verifying their relevance to the items on the agenda of the Shareholders' Meeting and the requester's eligibility—no later than the third day prior to the date of the Shareholders' Meeting, and therefore by May 8, 2026, by publishing the responses on the Company's website, in the "Governance – 2026 Shareholders' Meeting."

The Company will not respond to questions received after the specified deadline. The Company may provide a single response to questions with the same content.

Additions to the agenda and submission of new proposals for resolutions on matters already on the agenda

Pursuant to Article 126-bis, paragraph 1, first sentence, of the Consolidated Law on Finance (TUF), Shareholders who, individually or collectively, represent at least one-fortieth of the share capital with voting rights may request in writing, within ten days of the publication of this notice of meeting (i.e., by April 11, 2026), the addition of items to the agenda, indicating in the request the additional topics they propose, or to submit proposals for resolutions on matters already on the agenda of the Shareholders' Meeting.

The request must be submitted, together with documentation certifying the relevant standing, in writing to the email address [email protected], provided that it is received by the Company within the aforementioned ten-day period. Proof of ownership of the shares by the requesting Shareholders, as well as of the required shareholding percentage, must be provided in a specific communication issued by the depository intermediary, effective as of the date of the request itself, to the address [email protected].

Amendments are not permitted for matters on which the Shareholders' Meeting deliberates, in accordance with the law, upon a proposal by the directors or on the basis of a plan or report prepared by them, other than those referred to in Article 125-ter, paragraph 1, of the Consolidated Law on Finance.

Any additions to the agenda or the submission of additional proposals for resolutions on matters already on the agenda will be announced in the same manner as this notice, at least fifteen days prior to the date set for the Meeting (i.e., by April 26, 2026).

Shareholders entitled to vote who request the addition of items to the agenda shall prepare a report setting forth the rationale for the proposed resolutions on the new matters they propose for discussion, or the rationale for any additional proposed resolutions submitted on matters already on the agenda. The report shall be submitted to the board of directors by the deadline for submitting the request for additions. Reports on additions to the list of matters to be discussed by the Shareholders' Meeting following the above requests shall be made available to the public at the same time as the announcement of the additions is published.

The Company reserves the right not to accept proposals for resolutions sent via certified email that are illegible or transmitted as damaged or otherwise unreadable files.

Please include a phone number or email address in the accompanying message where the sender can be contacted.

UNIDATA, Inc.
100 Viale A. G.
Eiffel, Commercity
M26, 00148 Rome
T +39 06 404041
F +39 06
40404002
[email protected]
unidata.it
REA No. 956645
Share Capital: €10,000,000.00
fully paid-in Tax ID/VAT
Number: IT06187081002


UNIDATA

For the purposes of publication and in connection with the conduct of the meeting, the Company reserves the right to verify that the proposals are relevant to the items on the agenda, that they are complete, that they comply with applicable regulations, and that the proposers are authorized to submit them.

Right to submit individual proposals for resolution

Pursuant to Article 135-undecies.1, paragraph 2, of the Consolidated Law on Finance (TUF), the submission of proposals for resolutions at the Shareholders' Meeting is not permitted. Without prejudice to the provisions of Article 126-bis, paragraph 1, first sentence, of the TUF, those entitled to vote may individually submit proposals for resolutions on matters on the agenda or proposals whose submission is otherwise permitted by law no later than the fifteenth day prior to the date of the Shareholders' Meeting (i.e., by April 26, 2026).

Individual proposals for resolutions must therefore be submitted by April 26, 2026, by sending them—together with certification attesting to ownership of the shares and a copy of a valid identity document (for natural persons) or documentation attesting to the relevant powers (for legal entities)—via certified email to [email protected].

The right to submit individual proposals for resolutions is contingent upon the Company's receipt of the notice issued by the intermediary certifying the holder's voting rights, as provided for in Article 83-sexies of the Consolidated Law on Finance.

Validly submitted proposals will be made available to the public within two days of the deadline for their submission (i.e., by 11:59 p.m. on April 28, 2026) by the Company on its website in the section dedicated to this Shareholders' Meeting, as well as through other applicable means.

The Company reserves the right not to accept proposals for resolutions sent via certified email that are illegible or transmitted with damaged or otherwise unreadable files. Please include in the accompanying message a phone number or email address where the sender can be contacted.

For the purposes of publication and in connection with the conduct of the shareholders' meeting, the Company reserves the right to verify that the proposals are relevant to the items on the agenda, that they are complete, that they comply with applicable regulations, and that the proposers are authorized to submit them.

Appointment of the Board of Statutory Auditors

The Company's Board of Statutory Auditors, pursuant to Article 28 of the Articles of Association, consists of 3 standing auditors and 2 alternate auditors, who serve for three fiscal years and may be reelected.

The Statutory Auditors are appointed by the Shareholders' Meeting, in compliance with the gender balance regulations in effect from time to time, based on lists submitted by the Shareholders in accordance with the legal and regulatory provisions in effect from time to time.

The appointment of the members of the Board of Statutory Auditors will take place through the list voting mechanism, in accordance with the procedure described in Article 28 of the Articles of Association.

In particular, it should be noted that shareholders who, at the time of submitting the list, hold, individually or jointly, a number of shares at least equal to the percentage determined by Consob pursuant to applicable laws and regulations (i.e., 2.5% (two point five percent) of the share capital, as established by Consob Resolution No. 155 of January 27, 2026).

No shareholder, nor may shareholders belonging to the same corporate group or shareholders party to a shareholders' agreement relevant pursuant to Article 122 of the Consolidated Law on Finance, may submit or assist in the submission—even through a proxy or a trust company—of more than one list, nor may they vote for different lists. Each candidate may appear on only one list, under penalty of ineligibility.

With regard to the procedures for submitting lists for the election of new auditors, please note that the lists of candidates must be filed by the Shareholders by April 16, 2026, using one of the following methods:

  • via certified email to the address [email protected]
  • by hand delivery to the Company's registered office, located at Via A. G. Eiffel, 100, 00148 Rome.

UNIDATA, Inc.
100 Viale A. G.
Eiffel, Commercity
M26, 00148 Rome
T +39 06 404041
F +39 06
40404002
[email protected]
unidata.it
REA No. 956645
Share Capital: €10,000,000.00
fully paid-in Tax ID/VAT
Number: IT06187081002


UNIDATA

At the time of filing, information must be provided to identify the person submitting the lists. The certification attesting to ownership of the minimum shareholding required for the submission of lists, as indicated above, may also be submitted after the list has been filed, provided that it is submitted at least twenty-one days prior to the date of the Shareholders' Meeting (i.e., by April 20, 2026).

The lists must be filed together with the documentation and information required by the Bylaws and applicable regulations. To this end, please note in particular that the filed lists must be accompanied by:

i. information regarding the identity of the shareholders who submitted them, indicating the total percentage of shares held;
ii. a statement from shareholders other than those who hold, even jointly, a controlling or relative majority stake, certifying the absence of any affiliations with the latter in accordance with applicable regulations;
iii. the curriculum vitae containing comprehensive information on the personal and professional characteristics of the candidates, as well as a statement by the candidates themselves certifying that they meet the requirements established by law and accepting the nomination, accompanied by a list of the administrative and supervisory positions they hold in other companies;
iv. any other additional or different statement, disclosure, and/or document required by law and applicable regulations.

Pursuant to Article 144-sexies of Consob Regulation No. 11971/99, as amended ("Issuers' Regulation"), if, by the deadline for the submission of lists (i.e., April 16, 2026), only one list has been filed, or if lists have been filed by shareholders who are deemed to be connected to one another pursuant to Article 144-quinquies of the Issuers' Regulation, lists may be submitted up to the third day following the aforementioned date (i.e., until April 19, 2026) by shareholders who, alone or together with other shareholders, hold, at the time of submission of the list, a total stake of at least 1.25% of the share capital entitled to vote at the Ordinary Shareholders' Meeting.

It should also be noted that those submitting a "minority list" are subject to the recommendations issued by Consob in Communication No. DEM/9017893 of February 26, 2009, and must therefore issue a specific declaration certifying the absence of any affiliation with shareholders who hold, even jointly, a controlling or relative majority stake.

For further information on the appointment of the Board of Statutory Auditors, please refer to Article 28 of the Bylaws and to the Directors' explanatory report on the items on the agenda, which will be made available to the public in accordance with the terms and procedures set forth in applicable regulations.

Documentation

The documentation pertaining to the items on the agenda of the Shareholders' Meeting, including the explanatory reports containing the proposed resolutions thereon, will be made available at the Company's registered office and at Borsa Italiana S.p.A., on the Company's website (www.unidata.it) in the section dedicated to this Shareholders' Meeting, as well as on the authorized storage mechanism "" at , in accordance with the procedures and deadlines established by law. Those entitled to vote may obtain a copy of the submitted documentation.

This notice is published in excerpt form, pursuant to Article 125-bis of the Consolidated Law on Finance, in "Milano Finanza" on April 1, 2026.

Rome, April 1, 2026

On behalf of the Board of Directors

The

Chairman

(Renato Brunetti)

UNIDATA, Inc.

100 Viale A. G.

Eiffel, Commercity

M26, 00148 Rome

T +39 06 404041

F +39 06

40404002

[email protected]

unidata.it

REA No. 956645

Share Capital: €10,000,000.00

fully paid-in Tax ID/VAT

Number: IT06187081002


UNiDATA

UNIDATA, Inc.
100 Viale A. G.
Eiffel, Commercity
M26, 00148 Rome

T +39 06 404041
F +39 06
40404002
[email protected]
unidata.it

REA No. 956645
Share Capital: €10,000,000.00
fully paid-in Tax ID/VAT
Number: IT06187081002

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