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Expert System: launches share buy-back program

Nov 3, 2014

The Board of Directors of Expert System (EXSY), listed on the Italian stock exchange AIM Italia and a leader in semantic technology for information management, announced today that, beginning from the 4th of November, 2014, it will launch a share buy-back program pursuant to the resolution of the ordinary shareholders meeting held on the 9th of January, 2014.

The plan will provide the company with a pool of securities to be used in the event of special transactions as a possible means of payment or exchange of shares or other assets, also by means of trade, transfer or allocation of shares and to support the liquidity of the security, thus to facilitate the proper operation of relevant negotiations, and to avoid price fluctuations not in line with the market.

The buy-back of shares may act in one or more fronts, and is designed to have a maximum number of shares held in the portfolio at any time, equal to 700,000 common shares (currently representing 3.19% of share capital), without nominal value. The acquisition will be made within the limits of the payable dividends and of the available reserves as of the last approved financial statement.

The period to authorize buy back of ordinary shares is set within eighteen months starting from the 9th of January 2014, when the shareholders adopted the relevant resolution; the period of authorization to dispose of these same actions has no limit.

The purchase of the company’s treasury shares may occur at a unit price not less than or greater than 15% of the official share price recorded on the day preceding each individual transaction, except in cases where the shares are used in exchange, transfer, allotment or any other disposals not in cash, in which the financial terms of the transaction shall be determined in compliance with current regulations, according to the nature and characteristics of the transaction.

The maximum number of shares that may be purchased on a daily basis will not exceed 25% of the average daily volume of shares traded on the market in the previous 20 days, without prejudice to the requirements and special circumstances provided in Regulation 2273/2003 / EC, as well as, where applicable, in the attachment I/II required by Consob regulation 16839/2009 (of so-called “admission” of article 180, comma 1, letter c. TUF market practices concerning liquidity support of the market).

Shares can be sold, with no time limit and in accordance with the applicable laws and regulations, prior to having completed all purchases, and with any methods considered appropriate relative to the purposes for which the sale was intended.

Treasury shares can be sold, with no time limits and in accordance with the laws and regulations applicable, in one or more tranches, even before having completed the purchases, on the market or outside the market, with institutional placement or through an offer to shareholders, or as payment in the event of exchange, loan, transfer, allotment, sale, or other disposal of shares carried out in the purchase of shareholdings or implementation of industrial projects or other extraordinary transactions that would involve the allotment or sale of shares (such as mergers, spin-offs, the issue of convertible bonds, etc.).

Subsequent purchase and sale transactions of ordinary shares could take place within the limits indicated above. Market communications will be take place in accordance with current regulations.

The Board of Directors has appointed the Chairman all the necessary power and authority for the optimal execution of the resolution to authorize the purchase of treasury shares in accordance with the resolution passed by the Board of Directors as of today’s date, with the power to delegate, even to authorized operators, the right to carry out transactions involving the purchase and sale of these shares, including the power to negotiate, sign, modify and dissolve their agreements and  any resulting fees or compensation, in accordance with authorized market practices.


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