Exprivia S p A : Registration of the resolution to merge Exprivia into Abaco3 and start of the withdrawal period

PRESS RELEASE

REGISTRATION OF THE RESOLUTION TO MERGE EXPRIVIA

INTO ABACO3 IN THE BARI COMPANIES REGISTER

START OF THE WITHDRAWAL PERIOD

Recorded in the Bari Companies Register is the resolution of the extraordinary shareholders' meeting of

Exprivia

S.p.A. that approved the merger by incorporation of Exprivia S.p.A. into Abaco3 S.p.A. The right of withdrawal will be exercisable by May 22, 2024 (inclusive) by shareholders entitled to

May 7, 2024. Exprivia - Exprivia S.p.A. - a company listed on the Euronext Milan market of the Italian Stock Exchange [XPR.MI] - following up on its press release of April 30, 2024, by which Exprivia had announced that the extraordinary shareholders' meeting of Exprivia, held on the same date (the "Shareholders' Meeting"), had approved the merger project (the "Merger Project") by incorporation of Exprivia into Abaco3 S. p.A. ("Abaco3") (the "Merger"), announces that the minutes of the Shareholders' Meeting concerning the approval of the Merger were recorded at the Bari Companies Register today.

Exprivia's shareholders who did not participate in the resolution of the Shareholders' Meeting inherent to the approval of the Merger are entitled to exercise their right of withdrawal pursuant to Articles 2437, paragraph 1, letter g) and 2437- quinquies of the Italian Civil Code, as specified below.

* * *

METHODS AND TERMS FOR EXERCISING THE RIGHT OF WITHDRAWAL FOLLOWING THE ENTRY OF

THE MINUTES OF THE MEETING CONCERNING THE APPROVAL OF THE MERGER

As already disclosed to the market, the shareholders of the Company who did not take part in the resolution approving the Merger - i.e. absent, abstaining or dissenting shareholders - are entitled to the right of withdrawal pursuant to Articles 2437, paragraph 1, letter g) and 2437-quinquies of the Italian Civil Code (the "Right of Withdrawal"), resulting from the Merger resolution, inter alia, the elimination of the list voting mechanism pursuant to Article 147-ter TUF, as well as the exclusion from listing of Exprivia's shares.

It should be noted that, as provided for in Article 127-bis, paragraph 2, of the TUF, those who did not take part in the approval of the Merger resolution (and therefore entitled to exercise the Right of Withdrawal) will be understood to include those in whose favor the Exprivia shares are registered on account after April 19, 2024 (the date indicated in Art. 83-sexies, paragraph 2, of the TUF for the entitlement to attend and vote at the Shareholders' Meeting) but before the opening of the proceedings of the Shareholders' Meeting (11:00 a.m. on April 30, 2024).

The liquidation value of the shares, in relation to which the Right of Withdrawal will be exercised, is Euro 1.672 (Euro one and six hundred and seventy-two cents, the "Liquidation Value"). Said Liquidation Value corresponds, pursuant to Article 2437-ter, paragraph 3, of the Civil Code, to the arithmetic mean of the closing prices of Exprivia's shares in the six months preceding the date of publication of the Notice of Shareholders' Meeting (which occurred on March 29, 2024).

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PRESS RELEASE

The Right of Withdrawal may be exercised, pursuant to Article 2437-bis of the Civil Code, within 15 calendar days of today's registration in the Bari Companies Register of the resolution of the Shareholders' Meeting concerning the approval of the Merger. So, the Right of Withdrawal will be exercisable, for all or part of the Exprivia shares held, by May 22, 2024 (inclusive).

Pursuant to Article 2437-bis of the Civil Code, the Right of Withdrawal shall be exercised by registered letter (the "Declaration of Withdrawal"), to be sent in a sealed envelope to the following address: "Exprivia S.p.A. - Investor Relator, Via Adriano Olivetti n. 11- 70056 Molfetta (BA)", or by Certified Electronic Mail (PEC) to the address "[e-mail]". For the purpose of an orderly conduct of the procedure inherent to the exercise of the Right of Withdrawal, withdrawing shareholders are recommended to anticipate the Declaration of Withdrawal by e-mail to the address "[e-mail]", without prejudice to the need, pursuant to and for the purposes of the law, to send the Declaration of Withdrawal by registered letter or PEC, as just specified.

The Declaration of Withdrawal must contain at least the following information: (i) the personal data (name, surname, place and date of birth in the case of a natural person; company name and registered office in the case of a legal entity), the tax code (if attributed), the domicile (and, where possible, a telephone number and/or e-mail address) of the withdrawing shareholder for communications pertaining to the Right of Withdrawal; (ii) the number of Exprivia shares for which the Right of Withdrawal is exercised; (iii) the details and coordinates of the current account of the withdrawing shareholder to which the Liquidation Value of the shares themselves is to be credited; and (iv) the indication of the intermediary with which the account in which the shares for which the Right of Withdrawal is exercised are registered, with the details of the aforementioned account. To this end, shareholders may also use the facsimile of Declaration of Withdrawal made available by Exprivia, on its website, at www.exprivia.it, section "Corporate Governance -> Shareholders' Meetings -> Extraordinary Shareholders' Meeting of April 30, 2024."

It should be recalled that, pursuant to Article 43, first paragraph, of the Single Provision on post-trading adopted by Consob and the Bank of Italy on August 13, 2018 (the "Single Provision"), the withdrawing shareholder - in addition to sending Exprivia the Declaration of Withdrawal in the manner and within the terms indicated above - must request, pursuant to Art. 41 of the Unified Provision, to the intermediary with which the account in which the Exprivia shares for which the Right of Withdrawal is being exercised are registered, to send Exprivia the appropriate communication (the "Intermediary Communication") certifying: (i) the uninterrupted ownership, in the hands of the withdrawing shareholder, of the shares with respect to which the Right of Withdrawal is exercised, from the date of the Meeting until the date of exercise of the Right of Withdrawal itself; and (ii) the absence of lien or other encumbrance on the shares in relation to which the Right of Withdrawal is exercised (if this is not the case, the withdrawing shareholder must provide the Company, as a condition for the admissibility of the Declaration of Withdrawal, with a special statement made by the pledgee or by the party in whose favor there is another lien on the shares, by which such party gives its irrevocable and unconditional consent to carry out the liquidation of the shares subject to the Right of Withdrawal in accordance with the instructions of the withdrawing shareholder).

Statements of Withdrawal sent after the deadline of May 22, 2024 and/or lacking the above information required and/or for which the necessary Notice from the Intermediary is not received in due time will have no

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PRESS RELEASE

effect and, therefore, will not be taken into consideration by Exprivia.

Please note that, pursuant to Article 43, second paragraph, of the Single Provision, the shares subject to the Intermediary's Communication will be made unavailable. Therefore, the shares for which the Right of Withdrawal has been legitimately exercised may not be sold or otherwise constitute the subject of acts of disposition by the withdrawing shareholder.

Please note that the Right of Withdrawal, legitimately exercised, will be effective subject to the execution of the deed of Merger.

In the event that one or more shareholders should exercise the Right of Withdrawal, the liquidation proceedings will be conducted in accordance with Article 2437-quater of the Civil Code, pursuant to which Exprivia's directors will first offer the shares subject to withdrawal as an option to all other shareholders, in proportion to the number of shares held by them. Exprivia shareholders who exercise their option rights, provided they make a simultaneous request, will also have a right of first refusal to purchase the unopted shares. The terms of the option and pre-emption offer, as well as any further information on the liquidation process, will be disclosed in

the

manner

prescribed

by

current

regulations.

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PRESS RELEASE

Exprivia

The Exprivia Group, specializing in Information and Communication Technology, is among the leading players in digital transformation.

Backed by a wealth of expertise gained in more than 30 years of constant presence on the national and international market, Exprivia employs about 2,400 people in six countries around the world using a team of experts in different areas of technology and digitization: from Artificial Intelligence to Cybersecurity, Big Data, Cloud, IoT, BPO, Mobile, Networking and Collaboration, entirely presiding over the SAP world.

Listed on the Italian Stock Exchange since 2000 on the Euronext market (XPR), Exprivia supports its clients in the Banking, Finance&Insurance, Aerospace&Defence, Energy&Utilities, Healthcare and Public Sector, Manufacturing&Distribution, and Telco&Media sectors. The group's design capability is enhanced by a strong partner network, proprietary solutions, design, engineering and custom consulting services.

The company is subject to the direction and coordination of Abaco Innovazione S.p.A. www.exprivia.it

Contact

Donato Dalbis	Press office
[e-mail]	Sec and Partners
T. + 39 0803382070	T. [phone]
F. [phone]	Martina Trecca
	[e-mail]
	Cell. [phone]
	Andrea Lijoi
	[e-mail]
	Cell. [phone]

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