GPI S p A : Shareholders Meeting authorises BoD to increase share capital and amend Articles of Association

PRESS RELEASE

SHAREHOLDERS' MEETING AUTHORISES BOARD OF DIRECTORS TO INCREASE

SHARE CAPITAL AND AMEND THE ARTICLES OF ASSOCIATION

Trento, 31 October 2022

Following the announcement made on 22 June of this year concerning the Investment Agreement signed on that same date with its controlling shareholder FM S.r.l. and CDP Equity S.p.A., GPI (GPI:IM) announces that the Shareholders' Meeting of GPI S.p.A, a company listed on the Euronext Milan market of Borsa Italiana ("EXM"), leader in information systems and services for the health and social care sector, met today in Milan, in extraordinary session, under the chairmanship of Fausto Manzana, and, in accordance with the proposals of the Board of Directors, resolved:

1. to authorise the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to increase share capital for payment, in an indivisible manner, by 31 December 2023, by EUR 140 million (rounded down, if necessary, following the determination of the issue price and the number of shares subject to the increase), inclusive of any share premium, with the exclusion of option rights pursuant to paragraph 5 of Article 2441 of the Italian Civil Code, through the issue of ordinary shares with no par value.
   In particular, the share capital increase will be offered for subscription exclusively to FM S.r.l., CDP Equity S.p.A. and other investors qualifying as "professional clients" pursuant to Consob Resolution No. 20307 of 15 February 2018, as amended.
   The issue price, including any share premium, of the new shares to be issued in execution of the aforementioned authorisation will be determined by the Board of Directors, and will be equal to the lower of:
2. 1. the volume weighted average price (VWAP) of the Company's shares recorded during the 6 (six) calendar months preceding the Board of Directors setting the issue price; and
   2. the volume weighted average price (VWAP) of the Company's shares recorded during the 10 (ten) trading days prior to the Board of Directors setting the issue price, plus 10% (ten percent),

on the understanding that where, in application of the above criteria, it is higher than EUR 14.00 (fourteen/00), the issue price shall be set at EUR 14.00 (fourteen/00);

1. to supplement and amend, subject to the execution of the share capital increase pursuant to the authority granted to the Board of Directors pursuant to Article 2443 of the Italian Civil Code by today's Shareholders' Meeting, and effective as of the date of issue, payment and delivery of the newly issued shares deriving from said capital increase, the Articles of Association in accordance with the "Proposed Text" in the Board of Directors' Report.

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For further information, please refer to the minutes of the Shareholders' Meeting, which will be published within the terms and in the manner prescribed by the applicable laws and regulations.

The summary voting statement and the Articles of Association updated with the aforementioned amendments will also be made available to the public in the manner and within the timeframe stipulated by the regulations in force.

| GPI SPA | Via Ragazzi del '99, 13 - 38123 Trento |

PRESS RELEASE

GPI GROUP

GPI is the preferred partner for software, technologies and services for healthcare, social services and the public administration. Founded more than 30 years ago in Trento, GPI has grown through significant investments in M&A (in Italy and abroad) and R&D, which it carries out in partnership with leading Italian research centres and universities to share scientific, technological, functional and process knowledge applied to the e-health,e-welfare,well-being sectors.

Also drawing on the solutions and know-how gained from the companies that have joined its ecosystem, the Group has masterfully translated the needs of the healthcare industry into cutting-edgehigh-tech solutions and new service models that optimise prevention, diagnosis and care processes, improving people's lives.

The offer combines specialised IT expertise with advisory and design capabilities enabling it to operate in a range of business areas: Software, Care, Automation, ICT and Payment Services.

The Company reported consolidated revenues of €326.9 million in 2021, with over 7,200 employees at year end and more than 2,700 customers in over 70 countries.

GPI was listed on Borsa Italiana in 2016 (AIM segment) and moved to the MTA (now EXM) market in 2018. ISIN ordinary shares: IT0005221517

Press release available at www.gpi.it and www.1info.it

CONTACTS

Investor Relations

GPI | Fabrizio Redavid, Lorenzo Giollo | [e-mail] | T: [phone] | Via Ragazzi del '99, 13 - 38123 Trento

Media Relations

GPI | Daniela Filbier, Enrico Orfano| [e-mail] | T: [phone] | Via Ragazzi del '99, 13 - 38123 Trento

Specialist

Banca Akros | Bruno Mestice | [e-mail] | T. [phone] | Viale Eginardo, 29 - 20149 Milan

| GPI SPA | Via Ragazzi del '99, 13 - 38123 Trento |

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