Unidata S p A : Notice to Shareholders - Exercise of the withdrawal right

UNIDATA S.p.A.

Via A. G. Eiffel 100- 00148 Roma

Capitale sociale Euro 10.000.000,00 i.v.

Codice Fiscale / P.IVA: 06187081002

NOTICE TO SHAREHOLDERS

RESOLUTION BY THE EXTRAORDINARY SHAREHOLDERS' MEETING OF UNIDATA S.P.A.

APPROVAL OF THE PROPOSAL TO ENHANCE THE INCREASED VOTING RIGHTS MECHANISM ADOPTED

BY THE COMPANY

INFORMATION REGARDING THE EXERCISE OF THE WITHDRAWAL RIGHT

Whereas

1. at the Extraordinary Shareholders Meeting of Unidata S.p.A. ("Unidata" or the "Company") held on May 10th, 2024 (the "Meeting"), the shareholders approved, among others, the proposal to enhance the increased voting rights mechanism adopted by the Company (the "Resolution");
2. on May 30th , 2024 the mentioned Resolution was registered with the Companies' Register of Rome (the "Registration Date");
3. entitled shareholders who did not participate in the approval of the Resolution (i.e., those shareholders who did not attend the Meeting, or who attended the Meeting but voted against the proposed resolution or abstained from voting) have the right to withdraw pursuant to applicable law.

It is hereby made known that the entitled shareholders may (but will not be obliged to) exercise the withdrawal right pursuant to applicable law and the documentation relating to the Meeting. In this respect, it is to be noted that the withdrawal - by shareholders who did not participate in the approval of the Resolution - is a right and not an obligation (i.e., those shareholders may decide whether to exercise it or not).

Withdrawal price

The withdrawal price payable to shareholders exercising their withdrawal right has been determined in accordance with Article 2437-ter, paragraph 3, of the Italian Civil Code and is equal to Euro 3.87 for each Unidata share.

Procedure for exercising the withdrawal right

In compliance with the provisions of Article 127-bis, paragraph 2, of the Italian Legislative Decree No. 58 of 24 February 1998, as subsequently amended ("TUF"), the shareholder on whose behalf shares

were registered after the date indicated in Article 83-sexies, paragraph 2, of TUF to grant entitlement to attend the Meeting (i.e., after the record date on April 30th, 2024), but prior to opening of the Meeting, shall be considered as falling within the shareholders who did not contribute to passing the Resolution and, therefore, shall be entitled to exercise the withdrawal right.

Pursuant to Article 2437-bis of the Italian Civil Code, entitled shareholders may exercise the withdrawal right, in relation to some or all of Unidata shares held, no later than 15 calendar days after the Registration Date and, therefore, no later than June 14th, 2024 (included), by sending notice via registered letter or certified e-mail (the "Notification of Withdrawal").

The Notification of Withdrawal - substantially consistent with the form that has been made available on Unidata corporate website - must be addressed to "Unidata S.p.A. Viale A.G. Eiffel, 100, 00148 Roma", or, should it be sent via certified email to [e-mail] must provide (i) the personal details of the withdrawing shareholder; (ii) the number of shares for which the withdrawal right is exercised; (iii) the details of the intermediary with whom the shares in relation to which the withdrawal right is being exercised are deposited (the "Intermediary").

Furthermore, under penalty of inadmissibility of the exercise of the withdrawal right, the withdrawing shareholder must also request the Intermediary to issue and transmit to Unidata an appropriate communication pursuant to Article 43, paragraph 1, of the post-trading consolidated decree of CONSOB and Banca d'Italia of 13 August 2018, as subsequently amended (the "Communication") certifying that the withdrawing shareholder was the holder of such withdrawn shares prior to the Meeting until the date of the Communication, inclusive and uninterruptedly, and that such shares are free of pledges and other encumbrances.

In the event that the shares for which the withdrawal right is exercised are subject to pledges or encumbrances, the Notification of Withdrawal must be accompanied by an irrevocable and unconditional waiver of the pledge and/or the other encumbrance from the pledgee (and/or other beneficiary of the encumbrance) in addition to a statement giving consent to the settlement of the shares for which the withdrawal right is being requested, in accordance with the withdrawing shareholder's instructions.

The Intermediary must send the Communication via certified e-mail to [e-mail] must ensure that Unidata shares, in relation to which the withdrawal right is being exercised, remain unavailable until such time as the liquidation price is paid.

The withdrawing shareholders are responsible for: (i) ensuring that the information provided in the Notification of Withdrawal is complete and correct and (ii) transmitting such Notification to the Company no later than June 14th, 2024 (included), as indicated above: Unidata accepts no responsibility in this respect. Notifications of Withdrawal sent after the above deadline, or lacking the necessary information, and/or not accompanied by Communication within the deadline will not be accepted.

Liquidation of the shares for which the withdrawal right has been exercised

In the event that one or more shareholders of Unidata exercise the withdrawal right, the liquidation procedure shall be performed in compliance with the provisions of Article 2437-quater of the Italian Civil Code.

Should this be the case, Unidata will offer in option (diritto di opzione) and pre-emption (diritto di prelazione) the withdrawn shares to the other shareholders and it will communicate the procedure for the rights' offer, together with any appropriate information relating to the settlement of such withdrawn shares, in a notice to be filed with the Companies' Register of Rome and published in a newspaper.

It is hereby reminded that should the condition subsequent set out in the Resolution - namely that the amount in cash to be paid, if any, by Unidata to the withdrawing shareholders, calculated net of amounts due by shareholders exercising their option and pre-emption rights pursuant to Article 2437- quater of the Civil Code, exceeds, in total, the amount of Euro 1 million (the "Condition") - be fulfilled (in absence of waiver by Unidata), the effectiveness of the enhancement of the increased voting rights mechanism shall cease, and consequently the settlement of the withdrawn shares will not take place.

Unidata will provide prompt notice on the fulfillment (or on the waiver, as the case may be) of the Condition pursuant to applicable law.

Unavailability of the shares subject to withdrawal

Shareholders are reminded that, in accordance with Italian mandatory provisions of law, the exercise of the withdrawal right is not revocable and that shares in relation to which the withdrawal right has been exercised are blocked (and cannot be sold or otherwise disposed of) between the date of exercise of the withdrawal right and the transfer of the shares themselves or the verification of the fulfilment (in the absence of waiver) of the Condition.

Rome, May 30th, 2024

This notice will be published in the May 31st, 2024 edition of the newspaper "Milano Finanza".