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Aeffe — Proxy Solicitation & Information Statement 2026
Mar 11, 2026
4140_rns_2026-03-11_45da2a5c-c18c-45d7-a488-e20b3a2bd053.pdf
Proxy Solicitation & Information Statement
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| Informazione Regolamentata n. 0923-12-2026 | Data/Ora Inizio Diffusione 11 Marzo 2026 08:38:39 | Euronext Milan |
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Societa': AEFFE
Utenza - referente: AEFFEN01 - Degano Giulia
Tipologia: REGEM; 3.1
Data/Ora Ricezione: 11 Marzo 2026 08:38:39
Oggetto: Call of Shareholders Meeting
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AEFFE S.p.A.
San Giovanni in Marignano - RN
Via delle Querce 51
Share Capital € 26.840.626,00
Registered in the Rimini Company Register with tax code 01928480407
NOTICE OF CALL FOR AN EXTRAORDINARY MEETING
Those entitled to attend and exercise the right to vote are summoned to the Extraordinary Meeting of Aeffe SpA (the "Company") for 1 April 2026, in a single call, at 9.30 am to discuss and deliberate on the following
AGENDA
- Examination of the company's financial and financial situation, also pursuant to art. 2446 of the Civil Code; related and consequent resolutions.
Please note that, pursuant to Article 2369, paragraph 1, of the Civil Code and Article 11 of the Articles of Association (the "Articles of Association"), as well as Article 106, paragraph 2, of Legislative Decree No. 18 of 17 March 2020, converted with amendments into Law No. 27 of 24 April 2020, as subsequently extended and in force, the Meeting will be held in a single call and will be conducted exclusively by telecommunication.
Participation in the Assembly
Pursuant to Article 83- sexies of Legislative Decree no. 58/98 (the "TUF") and Article 11 of the Statute, Those who are deemed to be so on the basis of a communication made to the Company by a person qualifying as an "intermediary" pursuant to the applicable legislation, issued by the latter on the basis of the evidence in their accounting records relating to the end of the accounting day of the seventh trading day preceding the date set for the Meeting, therefore 23 March 2026 (the so-called "record date"), are entitled to attend the Meeting and exercise the right to vote.
Pursuant to Article 83- sexies, paragraph 4, of the TUF, the aforementioned communications, required for entitlement to participate in the Shareholders' Meeting, must reach the Company by the end of the third trading day preceding the date set for the Shareholders' Meeting, therefore by March 27, 2026, and in any case before the start of the Shareholders' Meeting. Those who become shareholders only after the record date
Via delle Querce, n° 51 - 47842 S. Giovanni in Marignano (RN) Italy - Tel 0541.965211 - Fax 0541.955650/955461 Rimini Company Register - Chamber of Commerce 227228 - Tax Code and VAT No. 01928480407 - Share Capital € 26,840,626.00
E-Mail [email protected] - Website http://www.aeffe.com
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CERTIFIED
AEFEE
(March 23, 2026) and/or those who have not sent the above communication to the Company will not have the right to participate and vote at the Meeting.
Pursuant to Article 106, paragraph 4, of Legislative Decree No. 18 of March 17, 2020, converted with amendments into Law No. 27 of April 24, 2020, as subsequently extended and in force, participation in the Meeting by those entitled to attend may take place exclusively through the designated representative, by the Company pursuant to Article 135- undecies of the TUF.
To this end, the Company has appointed Into Srl, with registered office in Rome, Viale Giuseppe Mazzini n. 6, as its designated representative (the " Designated Representative "), to whom a proxy must be granted, in the manner and under the conditions indicated below.
The proxy pursuant to Article 135- undecies of the TUF may be granted to the Designated Representative, at no cost to the delegating party, with voting instructions on all or some of the items on the agenda and must be received by the same party by the end of the second trading day preceding the date set for the single-call Shareholders' Meeting (i.e., by 11:59 p.m. on March 30, 2026), together with a copy of a valid identity document of the delegating party or, if the delegating party is a legal entity, of the legal representative pro tempore or another person with appropriate powers, together with documentation certifying their qualifications and powers, using one of the following alternative methods:
(i) transmission of a digitally reproduced copy (PDF) to the certified email address [email protected] (subject " Aeffe Meeting Proxy 04/2026") from your certified email address (or, failing that, from your ordinary email address; in this case, the proxy with the voting instructions must be signed with a qualified electronic or ature); (ii) transmission of the original, by courier or registered mail, to the address Into Srl, Viale Giuseppe Mazzini 6 - 00195 Rome (Ref. "Aeffe Meeting Proxy 04/2026"), anticipating a digitally reproduced copy (PDF) by ordinary email to the email address [email protected] (subject "Aeffe Meeting Proxy 04/2026").
Please note that the shares for which the proxy has been granted, even partially, are counted for the purposes of the regular constitution of the Assembly.
The proxy granted to the Designated Representative has no effect on proposals for which voting instructions have not been given. The proxy and voting instructions may be revoked within the same deadline as above (i.e., by March 30, 2026).
Those who do not wish to avail themselves of the intervention procedure provided for by Article 135- undecies of the TUF may, alternatively, intervene by granting the same Designated Representative a proxy or sub-proxy pursuant to Article 135- novies of the TUF, in derogation of Article 135- undecies , paragraph 4, of the TUF, necessarily containing voting instructions on all or some of the proposals on the agenda.
A
Via delle Querce, n° 51 - 47842 S. Giovanni in Marignano (RN) Italy - Tel 0541.965211 - Fax 0541.955650/955461 Rimini Company Register - Chamber of Commerce 227228 - Tax Code and VAT No. 01928480407 - Share Capital € 26,840,626.00
E-Mail [email protected] - Website http://www.aeffe.com
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CERTIFIED
•
AEFEE
To transmit such delegations/sub-delegations, the procedures indicated in the delegation/sub-delegation form must be followed.
The proxy/sub-proxy must be received no later than 6:00 PM on the day before the Meeting, i.e., March 31, 2026 (without prejudice to the fact that the Designated Representative may accept proxies and/or instructions even after the aforementioned deadline, but in any case before the meeting begins). The proxy/sub-proxy and the related voting instructions may be revoked at any time within the aforementioned deadline.
For any clarifications regarding the granting of a proxy or sub-proxy to the Designated Representative (and in particular regarding the completion of the proxy form and voting instructions and their transmission), you can contact Into Srl by email at [email protected] or by telephone at +39 06 – 3218641 (on office days, from 9:00 a.m. to 6:00 p.m.).
The proxy forms, with the relevant instructions for completing and transmitting them, are available at the registered office and on the Company's website at www.aeffe.com .
In the absence of communication from the authorized intermediary certifying the right to attend the Meeting, the proxy will be considered null and void.
Please note that there are no postal or electronic voting procedures.
Right to ask questions before the Meeting
Pursuant to Article 127- ter of the TUF, those entitled to vote may submit questions on the items on the agenda, even before the Meeting, and in any case by the record date (March 23, 2026), by sending them by registered letter to the following address: Aeffe SpA - Attention Legal Department - Via delle Querce 51, 47842 San Giovanni in Marignano (RN) – Italy or by certified email to the certified email address [email protected] .
Interested parties will be required to provide information that allows them to be identified.
To exercise this right, the Company must receive the appropriate communication issued by the intermediaries holding the shares owned by the Shareholder.
Questions received before the Shareholders' Meeting will be answered at least three days before the Shareholders' Meeting (i.e., by March 29, 2026) by publishing the answers in a dedicated section of the Company's website. The Company may provide a single answer to questions with the same content.
No response will be required, even at the Shareholders' Meeting, to questions posed prior to the Meeting if the requested information has already been made available by the Company in a "Question and Answer" format on the Company's website ( www.aeffe.com ), or if the response has already been published in the same section. For any further details regarding the conduct of the Meeting, those entitled to attend and exercise
AEFEE
Via delle Querce, n° 51 - 47842 S. Giovanni in Marignano (RN) Italy - Tel 0541.965211 - Fax 0541.955650/955461
Rimini Company Register – Chamber of Commerce 227228 – Tax Code and VAT No. 01928480407 – Share Capital € 26,840,626.00
E-Mail [email protected] - Website http://www.aeffe.com
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CERTIFIED
A
AEFEE
their right to vote are invited to read the Shareholders' Meeting Regulations, available on the Company's website www.aeffe.com in the Governance section.
Addition to the agenda and the ability to submit new resolution proposals
Pursuant to Article 126- bis, paragraph 1, first sentence, of the TUF, Shareholders who, even jointly, represent at least one fortieth of the share capital may, within five days of the publication of this notice, and therefore by March 16, 2026, request additions to the list of items to be discussed, indicating in their request the additional proposed topics, or submit proposed resolutions on items already on the agenda.
Shareholders in whose favor the Company has received a specific communication from an authorized intermediary pursuant to current legislation are entitled to request additions to the agenda or to submit new resolution proposals.
The request, together with certification attesting ownership of the share, must be submitted in writing and sent to the Company by registered mail to the following address: Aeffe SpA - Attention: Legal Department - Via delle Querce 51, 47842 San Giovanni in Marignano (RN) - Italy, or by certified email to the certified email address [email protected] by the above deadline (i.e., March 16, 2026). By the same deadline and using the same methods, the proposing Shareholders must also submit a report on the items proposed for discussion, including the rationale for the proposed resolutions on the new items they propose to discuss or the rationale for the additional proposed resolutions presented on items already on the agenda.
Any additions to the agenda or any submissions of additional resolution proposals on agenda items that the Assembly will be required to address following the aforementioned requests will be announced, using the same methods used to publish this notice, at least seven days before the date set for the Assembly, i.e., by March 25, 2026.
Concurrently with the publication of the notice of additions or submission of additional proposals, the report prepared by the requesting Members, accompanied by any assessments by the administrative body, will be made available to the public, in the same manner as the documentation relating to the Assembly.
Additions to the agenda are not permitted for items on which the Assembly deliberates, pursuant to the law, upon proposal by the directors or on the basis of a project or report prepared by them, other than those referred to in Article 125- ter, paragraph 1, of the TUF.
In addition to the foregoing, pursuant to art. 135-undecies.1 of the TUF and in compliance with the provisions of Consob Communication no. 3/2020 of 10 April 2020 and related FAQs, regarding the submission of resolution proposals by Entitled Parties with voting rights (pursuant to art. 126- bis, paragraph 1, third sentence, of the TUF), taking into account that participation in the Meeting is permitted exclusively through
A
Via delle Querce, n° 51 - 47842 S. Giovanni in Marignano (RN) Italy - Tel 0541.965211 - Fax 0541.955650/955461 Rimini Company Register - Chamber of Commerce 227228 - Tax Code and VAT No. 01928480407 - Share Capital € 26,840,626.00
E-Mail [email protected] - Website http://www.aeffe.com
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CERTIFIED
A
AEFEE
the Designated Representative, the Entitled Parties with voting rights may individually submit resolution proposals to the Meeting on the items on the agenda, by 17 March 2026 (the fifteenth day prior to the Meeting), using the same procedures indicated in the preceding paragraphs. These proposals will be published in the section of the Company's website at https://aeffe.com/it/documenti-relativi-alle-assemblee-degli-azionisti/, without delay and in any case by March 19, 2026, in order to allow those entitled to vote to express their opinions in an informed manner, also taking into account these new proposals, and to allow the Designated Representative to collect any voting instructions on the same.
The requesting Shareholder must provide appropriate documentation proving his or her entitlement to attend the Meeting and the issuing of a proxy to the Designated Representative for participation in the Meeting itself. For the purposes of the foregoing, the Company reserves the right to verify the relevance of the proposals to the items on the agenda, their completeness and their compliance with applicable legislation, as well as the legitimacy of the proposers.
If resolution proposals are submitted, the proxy forms will be promptly updated to allow the Designated Representative to collect any voting instructions on them.
Documentation
The documentation relating to the items on the agenda, the proposed resolutions, and the proxy forms with the related instructions will be made available to the public within the terms and in the manner established by applicable law. Shareholders will be able to view and obtain copies of the aforementioned documentation, which will also be made available, within the terms required by law, on the Company's website at www.aeffe.com.
Share capital
The Company's share capital is €26,840,626.00, represented by 107,362,504 ordinary shares with a par value of €0.25 each. Each ordinary share entitles the holder to one vote at ordinary and extraordinary shareholders' meetings. As of today, the Company holds 6,790,269 ordinary shares. treasury shares, representing 6.324% of the share capital, the voting rights for which are suspended pursuant to Article 2357- ter, second paragraph, of the Civil Code; therefore, the voting rights exercisable at the Ordinary Meeting are 100,572,235.
Information relating to the share capital is also available on the Company's website at www.aeffe.com, in the Governance section.
AEFEE
Via delle Querce, n° 51 - 47842 S. Giovanni in Marignano (RN) Italy - Tel 0541.965211 - Fax 0541.955650/955461 Rimini Company Register – Chamber of Commerce 227228 – Tax Code and VAT No. 01928480407 – Share Capital € 26,840,626.00
E-Mail [email protected] - Website http://www.aeffe.com
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CERTIFIED
A
AEFEE
This notice of meeting is published, pursuant to art. 125- bis of the TUF and pursuant to art. 10 of the Bylaws, on the Company's website at www.aeffe.com, on the e-marketstorage system (), in extract in a national newspaper and on the Borsa Italiana website (www.borsaitaliana.it).
The Aeffe SpA Corporate Secretariat is available for any further information at the following numbers: telephone: +39 0541 965207; email: [email protected] or certified email: [email protected]
San Giovanni in Marignano, March 11, 2026.
The Chairman of the Board of Directors
Massimo Ferretti
AEFEE
Via delle Querce, n° 51 - 47842 S. Giovanni in Marignano (RN) Italy - Tel 0541.965211 - Fax 0541.955650/955461
Rimini Company Register – Chamber of Commerce 227228 – Tax Code and VAT No. 01928480407 – Share Capital € 26,840,626.00
E-Mail [email protected] - Website http://www.aeffe.com
| Fine Comunicato n.0923-12-2026 | Numero di Pagine: 8 |
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