Record No. 33746 Collection No. 23899
MERGER DEED
ITALIAN REPUBLIC
On the seventh day of July two thousand twenty-six in Trento, at my Office, July 7, 2026 Before me, Dr. GUGLIELMO GIOVANNI REINA, Notary Public in Trento, with an Office at via Torre Verde n. 25, registered in the Roll of the Notarial Board of the Districts of Trento and Rovereto,
are present
- FIAMINGO FEDERICA, born in Parma on September 8, 1966, with residence for her office at the registered office mentioned below, who appears in this deed in her capacity as Vice Chairman of the Board of Directors and legal representative of the acquiring company
"GPI S.P.A."
with registered office in Trento, via Ragazzi del '99 n. 13, share capital Euro 13,890,324.40 (thirteen million eight hundred ninety thousand three hundred twenty-four point forty) fully paid up, Tax Code and registration number with the Companies Register of Trento 01944260221, a company incorporated and existing under Italian law, pursuant to the delegation granted by the minutes of the Board of Directors of the Company at the time of the resolution approving the merger project, before me, dated April 29, 2026, record no. 33293/23549, registered in Trento on May 11, 2026 under no.
11092 Series 1T;
- SANTORO MATTEO, born in Rionero in Vulture (PZ) on June 9, 1969, with residence for his office at the registered office mentioned below, in his capacity as Chairman of the Board of Directors and legal representative of the acquired company
"TESI - ELETTRONICA E SISTEMI INFORMATIVI - S.P.A. -
SOCIETA' BENEFIT"
abbreviable to
"TESI S.P.A. S.B."
with sole shareholder with registered office in Milan, via Mascheroni Lorenzo n. 14, share capital Euro 600,000.00 (six hundred thousand point zero zero) fully paid up, Tax Code and registration number with the Companies Register of Milan Monza Brianza Lodi 06083270154, a company incorporated and existing under Italian law, pursuant to the delegation granted by the minutes of the shareholders' meeting of the Company at the time of the resolution approving the merger project, before me, dated April 29, 2026, record no. 33291/23547, registered in Trento on May 11, 2026 under no. 11087 Series 1T.
The appearing parties, whose personal identity and qualification I, the Notary Public, am certain of, state to me by way of preamble:
- that the aforementioned Companies, in the minutes cited above, resolved to merge by the acquisition of the company "TESI - ELETTRONICA E SISTEMI INFORMATIVI - S.P.A. - SOCIETA' BENEFIT" with sole shareholder by the company "GPI S.P.A.";
- that the minutes of the company "TESI - ELETTRONICA E SISTEMI INFORMATIVI - S.P.A. - SOCIETA' BENEFIT" were registered with the Companies Register of Milan Monza Brianza Lodi on May 4, 2026 Notai Trentini Riuniti
REINA RIVIECCIO
VANGELISTI
ZANOLINI MORANDI
Guglielmo Giovanni REINA Notary Public in Trento Via Torre Verde, 25 Tel. 0461 1733000 Fax 0461 1920302
guglielmo.reina@notariato.it
REGISTERED IN
TRENTO
ON 07/09/2026
UNDER NO. 16943
SERIES 1T
EURO 356.00
prot. no. 251511/2026;
- that the minutes of the company "GPI S.P.A." were registered with the Companies Register of Trento on May 7, 2026 prot. no. 22057/2026;
- that the merger can be carried out pursuant to art. 2503 C.C., given that no opposition, either out-of-court or by writ of summons served on the companies participating in the merger, has been filed against the resolutions mentioned above within the legal deadline.
Having stated the foregoing, and with the parties intending to proceed with the effective merger of the Companies in the manner and form already resolved based on the aforementioned minutes, the appearing parties, in their aforementioned capacities, resolve and declare
as follows:
ART. 1
The company "GPI S.P.A.", hereinafter referred to simply as the acquiring company, acquires the company "TESI - ELETTRONICA E SISTEMI INFORMATIVI - S.P.A. - SOCIETA' BENEFIT", hereinafter referred to simply as the acquired company.
ART. 2
The legal effects of the merger shall take effect, pursuant to the second sentence of the second paragraph of art. 2504-bis C.C., from August 1, 2026, provided that the last of the registrations of this deed in the Companies Register takes place by that date. Should the last of the registrations of this deed in the Companies Register take place after the aforementioned date, the effects shall take effect from the 1st day of the month following that in which the last of the aforementioned registrations occurs.
The accounting and tax effects of the merger shall be retroactive to January 1 (one) of the year in which the merger produces legal effects.
ART. 3
As the acquired company is wholly owned by the acquiring company, the situation provided for by art. 2505 C.C. applies, whereby the provisions of art. 2501-ter C.C., first paragraph, numbers 3), 4) and 5) and of arts. 2501-quinquies (Report of the administrative body) and 2501-sexies (Report of the experts) C.C. do not apply.
The bylaws of the acquiring company shall remain unchanged following the merger.
ART. 4
As a result of the merger, as perfected above, the acquiring company shall succeed by full right to all the assets and liabilities of the acquired company, which shall therefore cease to exist, and thus to all real and personal legal relationships, assets and liabilities, to all rights, claims and actions, as well as to all obligations and encumbrances thereof, undertaking to provide for the extinction of all liabilities, even those arising after the date of the aforementioned resolutions.
In particular, the acquiring company shall succeed, without interruption and with full effect towards any party, to all EC certificates relating to medical devices currently registered in the name of the acquired company, including, by way of example, the following certificates: EC certificate no.
[0425-MED-004323-00], EC certificate no. [IT339901 Revision: 2], with all connected rights, obligations, charges, and responsibilities towards the notified bodies and the competent Authorities.
Consequently, any person, entity, or office, whether public or private, is hereby authorized without the need for further consent and with full
and final release from all liability to transfer and register with the merging company all deeds, documents, deposits, including security deposits, or other securities, policies, contracts, active and passive accounts, as well as the aforementioned CE certificates for medical devices, currently registered to or belonging to the merged company, with the right for the merging company to request any annotation, transfer, or update that may be necessary from the notified bodies and competent Authorities.
ART. 5
As a consequence of this merger, all corporate offices of the merged company, all powers of attorney possibly issued in its name, as well as all other delegations of any kind, shall cease by full right.
The powers of administration and legal representation for both ordinary and extraordinary administration shall belong to the statutory bodies of the merging company.
ART. 6
The parties acknowledge that the merged company does not own real estate but holds:
a) the following registered movable assets:
* MAKE AND MODEL: OPEL P-J/SW/V DAFBE12 BA1K2JDJA5
CHASSIS: W0LPD8EK1E8049808
LICENSE PLATE: EW515XW
* MAKE AND MODEL: ALFA ROMEO 940 FYB1A 23E
CHASSIS: ZAR94000007447627
LICENSE PLATE: FE540XM
* MAKE AND MODEL: INFINITI H15 A A07
CHASSIS: SJKDAAH15U1040223
LICENSE PLATE: FN907WX
* MAKE AND MODEL: SSANGYONG XK AU2L CUB41
CHASSIS: KPT20B1USGP059442
LICENSE PLATE: FE646FR
The Public Automobile Register is authorized to make the change of name upon presentation of a copy of this deed;
b) the following shareholdings:
* a share equal to approximately 99.99% (ninety-nine point ninety-nine percent) of the share capital of the company "Tesi de México, S.A. de C.V." based in Mexico City (Mexico);
c) the entire shareholding in the share capital of the company "TESI BRASIL TECNOLOGIAS ELETRONICAS E SISTEMAS DE INFORMACAO LTDA" based in São Paulo (Brazil).
ART. 7
For tax purposes, this deed is subject to a fixed registration tax.
ART. 8
The expenses of this deed and related costs shall be borne by the merging company.
ART. 9
For the purpose of registration in the register, the amount of the share capital, including reserves, of the merged company is Euro 27,957,622.00 (twenty-seven million nine hundred fifty-seven thousand six hundred twenty-two point zero zero).
This deed, partly written by a person of my trust and partly by me, the Notary, on approximately four pages of a sheet, has been drafted by me and read to the parties present who approve it and sign it with me, the Notary, at 5:25 PM.
Signed Federica Fiamingo Signed Matteo Santoro Signed Guglielmo Giovanni Reina Notary L.S.