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Aquafil — Proxy Solicitation & Information Statement 2026
Mar 19, 2026
4252_rns_2026-03-19_9c0be3f3-5739-40f1-a815-4217899b66b4.pdf
Proxy Solicitation & Information Statement
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| Informazione Regolamentata n. 1938-8-2026 | Data/Ora Inizio Diffusione 19 Marzo 2026 09:17:14 | Euronext Star Milan |
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Societa': AQUAFIL
Utenza - referente: AQUAFILNSS02 - Rossi Giulia
Tipologia: 3.1
Data/Ora Ricezione: 19 Marzo 2026 09:17:14
Oggetto: Notice of calling of the Ordinary Shareholders' Meeting
Testo del comunicato
Vedi allegato
AQUAFIL
CERTIFIED
AQUAFIL S.p.A.
NOTICE OF CALLING OF THE ORDINARY SHAREHOLDERS' MEETING
pursuant to Article 9 of the Bylaws and Article 125-bis of Legislative Decree No. 58 of February 24, 1998
The Shareholders of Aquafil S.p.A. ("Aquafil" or the "Company") are convened to the Ordinary Shareholders' Meeting to be held in single call on April 28, 2026 at 14:00, at via Linfano 9, Arco, in order to discuss and resolve upon the following:
AGENDA
- Financial Statements for the year ended December 31, 2025; relevant and ensuing resolutions. Presentation of the Consolidated Financial Statements at December 31, 2025.
- Allocation of profit for the year; relevant and ensuing resolutions.
- Report on Remuneration Policy and Compensation Paid:
3.1. approval of the remuneration policy pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58/1998;
3.2. resolutions on "Section 2" of the report, pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998.
- Appointment of the Board of Directors:
4.1 determination of the number of Board members;
4.2 determination of the term of office;
4.3 appointment of Board members;
4.4 determination of the related remuneration.
Information about the share capital
The Company's subscribed and paid-in share capital amounted to €53,354,161.28 and is divided into 87,536,234 shares, of which 73,172,206 ordinary shares and 14,364,028 special B shares, all of which bear no face value. Each special B share confers the right to three votes in the Company's ordinary and extraordinary Shareholders' Meetings. The Company holds 1,278,450 treasury shares, equal to 1.4605% of share capital, the voting rights of which have been suspended in compliance with the law.
Legitimate attendance of General Shareholders' Meetings and exercise of voting rights
Pursuant to Article 83-sexies of Legislative Decree No. 58 of February 24, 1998 (TUF) and Article 10 of the Bylaws, the legitimate attendance and exercise of vote is contingent upon receipt by the Company of a notice — certifying entitlement to vote based on the accounting records at the end of the seventh trading day preceding the scheduled date of the General Shareholders' Meeting, hence April 17, 2026 (Record Date) — duly served by an authorized intermediary. Credit and debit entries made after said deadline shall not be taken into consideration for the intents and purposes of establishing entitlement to vote at the Shareholders' Meeting. Therefore, the persons and parties, whose ownership of Company's shares is confirmed only after the Record Date, shall not be entitled to attend or vote at the General Shareholders' Meeting.
The aforesaid notice from the intermediary must reach the Company by the end of the third trading day preceding the scheduled date of the General Shareholders' Meeting (i.e., no later than April 23, 2026), without prejudice to entitlement to attend and/or exercise voting rights in the event the said notice reaches the Company after the said deadline, but before commencement of the proceedings of the General Shareholders' Meeting.
It is not possible to attend the General Shareholders' Meeting using telecommunications systems.
AQUAFIL S.p.A.
Italy - 38062 Arco (TN) - Via Linfano 9 - tel. +39 0464 581 111r.a. - fax +39 0464 532 267
PEC: [email protected]
Capitale Sociale sottoscritto e versato Euro 53.354.161,28
C.F. IT 09652170961 - V.A.T. IT 09652170961 - REA TN 228169
www.aquafil.com
AQUAFIL
CERTIFIED
Representation at the General Shareholders' Meeting
Intervention and proxy vote
Voteholders may elect to be represented at the General Shareholders’ Meeting pursuant to Article 10 of the Bylaws and other applicable provisions of laws and regulations, using for such purpose the proxy form available from the Company's website www.aquafil.com, section “Investor Relations – Shareholders’ meetings – Shareholders’ Meeting 28 April 2026”. The proxy form may be served by sending it by registered mail with return receipt to the Company’s registered office at via Linfano 9, 38062 – Arco (Trento), Italy, or alternatively, via electronic channels, by sending it to the certified e-mail address [email protected].
Should the representative deliver or transmit to the Company a copy of the proxy, also in electronic format, the former is required, under his or her responsibility, to confirm the compliance of the proxy form to the original and the identity of the proxy granter.
Designated Representative
Pursuant to Article 135-undecies of TUF, the Company has appointed Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari 6 (“Monte Titoli” or the “Designated Representative”), as the designated representative to which written proxies, with voting instructions, on all or some of the proposals on the Agenda of the General Shareholders’ Meeting may be granted, at no cost to the proxy granter.
The proxy form, which is available on the Company’s website www.aquafil.com, section “Investor Relations – Shareholders’ meetings – Shareholders’ Meeting 28 April 2026”, and the relevant voting instructions must be received, in the original, by Monte Titoli by the end of the second trading day before the date set for the General Shareholders’ Meeting, i.e., April 24, 2026, together with:
- a copy of a valid identity document identifying the proxy granter, or
- if the proxy granter is a legal person, a copy of a valid identity document of the legal representative pro tempore or other person with appropriate powers, along with documentation appropriate to attesting to their position and powers,
by one of the following alternative means:
i) transmission of a digitally reproduced copy (PDF) to the certified e-mail address [email protected] (subject “AQUAFIL Shareholders' Meeting Proxy April 2026”) from one's own certified mailbox (or, failing that, from one's own mailbox of the computer document signed with a qualified electronic or ature);
ii) transmission in the original, by courier or registered mail with return receipt to the Register Services area, at Monte Titoli S.p.A., Piazza degli Affari No. 6, 20123 Milan (Ref. “AQUAFIL Shareholders’ Meeting Proxy April 2026”) anticipating a digitally reproduced copy (PDF) by ordinary e-mail to the mailbox [email protected] (subject “AQUAFIL Shareholders’ Meeting Proxy April 2026”).
Proxy letters and voting instructions shall remain revocable through to the same deadline. Proxy forms shall not be valid with respect to motions for which voting instructions have not been provided.
For further details on the granting of proxy to the Designated Representative (and in particular, on completing the proxy form and voting instructions and their transmission), contact Monte Titoli via e-mail at [email protected] or by calling (+39) 02.33635810 (on working days, from 9:00 to 17:00).
It bears recalling that shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the General Shareholders’ Meeting. Proxy forms shall not be valid with respect to motions for which voting instructions have not been provided.
Notification of the Company by the authorized intermediary certifying entitlement to participate in the General Shareholders’ Meeting is necessary even where a proxy is granted to the representative designated by the Company. Accordingly, if no such notification is provided, the proxy shall be considered ineffective.
Voting by mail
Voting may also be exercised by mail in accordance with Article 10.5 of the Bylaws and current regulations. The voting forms, with the relevant exercise procedures, will be available at the registered office, as well as on the
AQUAFIL S.p.A.
Italy - 38062 Arco (TN) - Via Linfano 9 - tel. +39 0464 581 111r.a. - fax +39 0464 532 267
PEC: [email protected]
Capitale Sociale sottoscritto e versato Euro 53.354.161,28
C.F. IT 09652170961 - V.A.T. IT 09652170961 - REA TN 228169
www.aquafil.com
AQUAFIL
emarket with storage CERTIFIED
Company's website www.aquafil.com, section "Investor Relations – Shareholders’ meetings – Shareholders’ Meeting 28 April 2026"). The envelope containing the voting ballot — prepared in such a way as to ensure the confidentiality of the vote until the ballot is cast and containing the name of the issuing company, the details of the meeting, the identity of the holder of the voting right with the specification of the number of shares held and the proposed resolutions, the expression of the vote, the date and the signature —, duly completed and signed, together with a copy of the notice required by current regulations for the purpose of participation in the Shareholders' Meeting and a copy of a valid identity document of the holder of the voting right — must be received in the original by the day before the General Shareholders' Meeting, by sending it by registered mail at the registered office, for the attention of Corporate Secretary, Via Linfano 9, 38062 – Arco (TN). The vote is expressed separately for each resolution proposal.
Please note that ballots received after the deadline or without a signature will not be taken into account for the purpose of constituting the Meeting or for voting purposes. Votes cast by mail may be revoked by written declaration brought to the attention of the Company, to Corporate Secretary, Via Linfano 9, 38062 – Arco (TN), no later than the day before the General Shareholders' Meeting, or by an express declaration made by the person concerned during the Shareholders' Meeting itself.
There is no voting procedure by electronic means.
Additions to the Agenda and presentation of new motions
Pursuant to Article 126-bis of TUF, Shareholders, who individually or jointly account for at least one fortieth of the share capital, may, within ten days of publication of this notice of calling (i.e., by March 29, 2026), ask for additions to the Agenda, specifying in the request the additional proposed items, or present new motions to be added to the items already on the Agenda. Moreover, no additional items may be placed on the Agenda in respect of matters regarding which, under law, the General Shareholders’ Meeting may pass resolutions at the motion of the Directors or on the basis of a project or report drawn up by the latter and falling outside the scope of Article 125-ter, paragraph 1, of TUF.
The above requests — comprehensive of the data useful to identify the presenting shareholders and the related information concerning the percentage of equity owned, as well as copy of the communication for the exercise of the right, sent to the Company by an authorized intermediary in accordance with the relevant regulation in force — must be submitted by registered mail with return receipt to the Company’s registered office or by certified electronic mail to the address [email protected], accompanied by a report that sets out the reasons for the new additional items to be discussed at the Shareholders’ Meeting, or the reasons for new motions to be added to the items already on the Agenda.
Any and all additional items placed on the Agenda or presentation of new motions on items already on the Agenda shall be notified by the Company, pursuant to the same publication procedures applicable to this notice, at least fifteen days prior to the scheduled date of the General Shareholders’ Meeting (i.e., no later than April 13, 2026). When the notice of additions to the Agenda is published, or new motions on items already on the Agenda are submitted, such motions, along with the reports drafted by the shareholders submitting the motions and the report by the shareholders requesting the additions to the Agenda, accompanied by any assessments by the Board of Directors, will be made available to the public, according to the same manners as set out in Article 125-ter, paragraph 1, of TUF.
Right to ask questions about the items on the Agenda
Pursuant to Article 127-ter of TUF, shareholders with voting rights, in favor of which a communication is sent to the Company by an authorized intermediary in accordance with the regulations in force, are entitled to submit questions regarding the items placed on the Agenda even before the General Shareholders’ Meeting.
Questions — comprehensive of the data useful to identify the shareholders presenting them and a copy of the communication for the exercise of the right, sent to the Company by an authorized intermediary in accordance with the relevant regulation in force — may be submitted by registered mail with return receipt to the Company’s registered office or by e-mail to the certified e-mail address [email protected]. Questions must be submitted by the end of the seventh trading day before the scheduled date of the General Shareholders’ Meeting, i.e., by April 17, 2026. The Company will provide a response to the questions received at the latest two days before the General Shareholders’ Meeting (i.e., April 26, 2026), including by publishing them in a dedicated section of the Company’s website.
A single response will be given to questions with the same content.
AQUAFIL S.p.A.
Italy – 38062 Arco (TN) – Via Linfano 9 – tel. +39 0464 581 111 r.a. – fax +39 0464 532 267
PEC: [email protected]
Capitale Sociale sottoscritto e versato Euro 53.354.161,28
C.F. IT 09652170961 – V.A.T. IT 09652170961 – REA TN 228169
www.aquafil.com
AQUAFIL
CERTIFIED
Appointment of the Board of Directors
With respect to the appointment of the Board of Directors, which shall take place on the basis of lists of candidates, reference is made to the provisions of Article 147-ter of TUF and Article 11 of the By-Laws.
The Company shall be administered by a Board of Directors comprising no less than eight and no more than 15 members. The number of members of the Board of Directors shall be determined by Shareholders' resolution and may be altered by a subsequent Shareholders' resolution. Members of the Board of Directors shall be appointed by Shareholders' resolution, on the basis of lists of candidates submitted by shareholders. All Company directors must meet the requirements of professionalism, eligibility and personal integrity contemplated under law and other applicable regulations.
Standing to submit lists
Lists of candidates for Board of Directors' membership may be submitted by shareholders who, at the time of submission of the list, hold either on their own or together with other submitting shareholders — a percentage of the Company's share capital at least equal to the percentage established by Consob pursuant to applicable statutory and regulatory provisions. Based on the Consob Managerial Determination No. 155 of January 27, 2026 for Aquafil the percentage is 2.5%. Satisfaction of the minimum equity ownership requirement for the submission of lists of candidates must be established on the basis of shares registered in favor of the submitting shareholder on the day on which the aforesaid lists are filed with the issuer; the related certificate may be produced even after such filing, but before expiry of the deadline for the publication of the lists in question. No shareholder nor any grouping of shareholders falling under the same corporate group or who are parties to a shareholders' agreement within the meaning of Article 122 of Legislative Decree No. 58/1998, may submit, either alone or together with others, or otherwise through third-party intermediaries or trust companies, more than one list or vote in favor of more than one list, it being further understood that, under penalty of ineligibility, no candidate may appear on more than one list.
Procedures and terms for presenting the lists
Each list must not only bear the names of no more than 15 candidates, numbered and arranged in serial order, but also include and expressly specify the names of at least two candidates for the position of member of the Board of Directors who meet the independence requirements imposed under applicable regulations and the Corporate Governance Code for Listed Companies. The provisions of Article IA.2.10.6 of the Instructions Accompanying the Rules of the Markets Organized and Managed by Borsa Italiana S.p.A. on the number of independent directors deemed adequate for maintaining the STAR status should also be taken into account. It is also recalled that, through resolution of February 15, 2024, the Board of Directors approved the Regulations on Quantitative and Qualitative Criteria for Assessing the Independence Requirements of Directors and Statutory Auditors. The following is an excerpt from the Regulations: "Aquafil believes that any additional commercial, financial or professional assignments with Relevant Persons, including relationships with their Close Family Members, undermine the independence of Independent Directors and Statutory Auditors. Therefore, it prohibits the granting of any assignment to those individuals or their Close Family Members". For the remaining, reference is made to paragraph 4.5 of the Corporate Governance and Ownership Structure Report, that will be made available in full to the public at the Company's registered office, the Company's website (www.aquafil.com), in the "Investor Relations – Shareholders’ Meetings – 2026" section, and on the centralized storage mechanism EMarket Storage, accessible from the website , under the terms and in the manner provided for by Consob Regulation.
No all-male or all-female lists of candidates shall be admissible and each list made up of three or more candidates must include a number of candidates of the gender less represented, such that the final composition (men and women) of the Board of Directors is compliant with the gender balance statutory laws and regulations in force from time to time, it being understood that should the application of gender balance requirements not result in an integer number, the latter must be rounded in compliance with statutory and regulatory provisions in force from time to time. In this regard, it bears recalling that pursuant to Article 147-ter, paragraph 1-ter, of TUF, the less represented gender must obtain at least two fifths of the directors elected.
Under penalty of inadmissibility, each list must be accompanied by: (i) a copy of the curriculum vitae of each of the candidates on the list; (ii) statements from each of the said candidates, accepting their candidature and certifying, under their own responsibility, that they do not labor under any of the causes of incompatibility or unfitness for office, and that they meet all the requirements imposed under applicable regulations for serving as a director of the Company, as well as, in the case of candidates seeking appointment as independent directors, that they meet the applicable statutory independence requirements; (iii) an indication of the identity of the shareholder or shareholders submitting the list, together with the percentage of the Company's share capital cumulatively held by the same; (iv) any and all other or
AQUAFIL S.p.A.
Italy - 38062 Arco (TN) - Via Linfano 9 - tel. +39 0464 581 111 r.a. - fax +39 0464 532 267
PEC: [email protected]
Capitale Sociale sottoscritto e versato Euro 53.354.161,28
C.F. IT 09652170961 - V.A.T. IT 09652170961 - REA TN 228169
www.aquafil.com
AQUAFIL
additional statements, information and/or documents as may be required under relevant statutory and regulatory provisions in force from time to time.
We invite the shareholders wishing to present the lists for the appointment of the Board of Directors to observe the recommendations drawn up by Consob with Communication No. DEM/9017893 of February 26, 2009 regarding the relationships of affiliation between lists as per Article 147-ter, paragraph 3, of TUF and the contents of Article 144-quinquies of the CONSOB Issuers' Regulation, to which reference is made.
The lists for the appointment of the Board of Directors must be filed with the Company's registered office at Via Linfano 9 - Arco (Trento), Italy, (during business days from 9:00 to 17:00) or, alternatively, sent to the certified e-mail address [email protected]
The lists, signed by Shareholders with standing, accompanied by the documentation required by the By-laws, must be filed no later than the 25th day prior to the scheduled date of the General Shareholders' Meeting in single call, i.e., by April 3, 2026. The Company will make the lists public at least twenty-one days prior to the scheduled date of the General Shareholders' Meeting, i.e., by April 7, 2026, in accordance with the procedures imposed under applicable regulations.
The outgoing Board of Directors emphasizes that it would be desirable — without prejudice to full compliance with the legislation on gender quotas — that the process to appoint the administrative body would see: (i) the strengthening of the independent directors with a profile characterized by a more marked specific experience in the Company's business so as to enrich Board debate and foster an adequate challenge level within the Board through a third-party, independent perspective on strategic dynamics; (ii) increased competencies in the digital innovation area.
For further information regarding the submission, filing, publication and voting of lists, as well as the requirements for the composition of the Board of Directors, refer to Article 11 of the By-laws and the Board of Directors' report on this item on the agenda, available, in accordance with the terms and conditions specified in applicable legislation, from the Company's website www.aquafil.com and through the authorized storage mechanism EMarket Storage ()
Documentation
All documents pertaining to the General Shareholders' Meeting, including the illustrative reports on the items on the Agenda and any relevant motions will be made available to the public in accordance with the terms established by law at the Company's registered office in Via Linfano 9, 38062 – Arco (TN), as well as on the corporate website www.aquafil.com, section "Investor Relations – Shareholders' meetings – Shareholders' Meeting 28 April 2026" and through the authorized storage system EMarket Storage "". Shareholders are entitled to obtain a copy of the same. The corporate Bylaws are available on the website www.aquafil.com, under section "Corporate Governance – Company Documents".
Further information
Experts, financial analysts, accredited journalists and others who intend to attend the General Shareholders' Meeting must have a specific request delivered to the Company by April 23, 2026:
- by mail, to the address
Aquafil S.p.A. Via Linfano 9, 38062 – Arco (TN)
FAO: Investor Relations
Re. "Third-party request to attend the AGM"
- or by e-mail to the address
Those entitled to participate in the General Shareholders' Meeting are invited to arrive before the scheduled start of the meeting so as to facilitate the registration process, which will begin at 13:30.
This notice of calling is made available on the corporate website www.aquafil.com, under section "Investor Relations – Shareholders' meetings – Shareholders' Meeting 28 April 2026", and through the authorized storage system EMarket Storage "), as well as in excerpted form on the daily newspaper "Milano Finanza" of March 19, 2026.
AQUAFIL S.p.A.
Italy - 38062 Arco (TN) - Via Linfano 9 - tel. +39 0464 581 111r.a. - fax +39 0464 532 267
PEC: [email protected]
Capitale Sociale sottoscritto e versato Euro 53.354.161,28
C.F. IT 09652170961 - V.A.T. IT 09652170961 - REA TN 228169
www.aquafil.com
AQUAFIL
CERTIFIED
Arco (TN), March 19, 2026
On behalf of the Board of Directors
The Chairwoman of the Board of Directors (prof. Chiara Mio)
AQUAFIL S.p.A.
Italy – 38062 Arco (TN) – Via Linfano 9 – tel. +39 0464 581 111 r.a. – fax +39 0464 532 267
PEC: [email protected]
Capitale Sociale sottoscritto e versato Euro 53.354.161,28
C.F. IT 09652170961 – V.A.T. IT 09652170961 – REA TN 228169
www.aquafil.com
| Fine Comunicato n.1938-8-2026 | Numero di Pagine: 8 |
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