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Circle Group — Proxy Solicitation & Information Statement 2026
Apr 13, 2026
4371_10-k_2026-04-13_65f242d4-ab55-4821-b178-4706c8bf97f9.pdf
Proxy Solicitation & Information Statement
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Circle Group
INFO DISTRICT, 2026
PRESS RELEASE
CIRCLE GROUP: PUBLICATION OF THE NOTICE OF CALL FOR THE ORDINARY SHAREHOLDERS' MEETING
Milan, April 13, 2026
CIRCLE Group ("CIRCLE" or the "Company") - an Innovative SME listed on Euronext Growth Milan, heading the homonymous Group specialized in process analysis and in the development of solutions for the innovation and digitalization of the port and intermodal logistics sectors, as well as in international consultancy on Green Deal and energy transition topics – announces that the notice of call of the Ordinary Shareholders' Meeting has been published today on its website www.circlegroup.eu, on the website of Borsa Italiana and in the newspaper "Il Sole 24 Ore".
NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING
The shareholders of Circle S.p.A. (the "Company") are hereby called to attend the Ordinary Shareholders' Meeting, on April 29, 2026 at 5:30 p.m., on first convocation, at the Company's operational headquarters in Genoa, Piazza Borgo Pila 40 (Tower A, internal 46), to discuss and resolve on the following
AGENDA:
Ordinary session
- approval of the financial statements of Circle S.p.A. as at December 31, 2025; presentation of the consolidated financial statements as at December 31, 2025; related resolutions;
- allocation of the net profit for the year; related resolutions;
- authorization to purchase and dispose of treasury shares by the Company pursuant to Articles 2357 et seq. of the Italian Civil Code; related resolutions;
- appointment of the independent auditor of the Company for the financial years 2026-2028 and determination of the related fees.
Circle Group
SHARE CAPITAL
The subscribed and paid-up share capital of Circle S.p.A. amounts to Euro 321,055.00, represented by 4,781,865 shares with no nominal value. As of the date of this notice, the Company holds 3,300 treasury shares in its portfolio.
ATTENDANCE AT THE MEETING
Pursuant to applicable law and the Company's bylaws, the right to attend the Shareholders' Meeting is granted to those shareholders for whom the Company has received, by the end of the third trading day prior to the date set for the meeting (i.e. April 24, 2026), the appropriate communication issued by the authorized intermediary (the "Intermediary's Communication"), certifying their entitlement based on its accounting records. The right to attend and vote shall remain valid even if such communication is received after the above deadline, provided that it is received before the start of the meeting proceedings.
The Intermediary's Communication is made on the basis of the records at the end of the business day of the seventh trading day prior to the date set for the meeting (i.e. April 20, 2026). Any credit or debit entries made after this date will not be relevant for the purposes of entitlement to exercise voting rights at the meeting.
Pursuant to Article 13 of the bylaws, the Company has decided to make use of the option (therein provided) to allow the Shareholders' Meeting to be held without the physical presence of shareholders, and therefore also by means of telecommunication, provided that the meeting procedures and the principles of good faith and equal treatment of shareholders are respected, as well as the other conditions set forth in the bylaws.
To this end, shareholders entitled to attend and vote at the meeting may, as an alternative to physical attendance, obtain the link to join the meeting via audio-video conference, as permitted by Article 13 of the bylaws, by sending a formal request to [email protected], attaching the Intermediary's Communication as well as:
(i) in the case of individual shareholders, a copy of an identity document (ID card or passport);
(ii) in the case of legal entity shareholders, a copy of an identity document (ID card or passport) of the legal representative or other duly authorized person attending the meeting, as well as documentation evidencing the legal representation or the granting of the relevant powers.
Without prejudice to participation via telecommunication means, any shareholder entitled to attend the meeting may be represented by proxy, pursuant to law, by means of a written proxy in accordance with Article 2372 of the Italian Civil Code, using the proxy form available
Circle Group
on the Company's website at: www.circlegroup.eu, under the section "Investor Relations – Shareholders' Meetings". The proxy may be sent to the Company by registered mail with return receipt to Circle S.p.A., via Gustavo Fara 28, Milan (MI), or by electronic notification to the certified email address [email protected].
The Company will make available to the public, at least 6 (six) days prior to the date of the Shareholders' Meeting, the lists and related attachments at its registered office and on its website at: www.circlegroup.eu, under the section "Investor Relations – Shareholders' Meetings".
ADDITIONS TO THE AGENDA AND RIGHT TO ASK QUESTIONS
For the exercise of the right to supplement the agenda and the right to ask questions prior to the Shareholders' Meeting, as provided for by Article 12 of the bylaws, please refer to the text of the bylaws published on the Company's website at www.circlegroup.eu, under the section "Corporate Governance".
This press release is available in the Investor Relations section of the website www.circlegroup.eu and .
Founded in Genoa in 2012, Circle S.p.A. is the Innovative SME leading Circle Group, a company listed on Euronext Growth Milan since 2018 and specialized in the analysis and development of solutions for innovation and digitalization in the port and intermodal logistics sectors, as well as in international consultancy on Green Deal and energy transition topics.
The Group includes the software houses Info.era, NEXT Freight, eXyond, Cargo Start, the consulting firms Magellan Circle and Magellan Circle Italy, NEXT Customs, as well as the affiliated company ACCUDIRE.
In the field of digital innovation, the Milos® Intelligence platform integrates advanced technologies such as AI, simulation, and Digital Twin to support decision-making processes and the digitalization of systems, through solutions like the Extended Port Community System, MasterSPED®, Milos® TOS, Milos® MTO, Milos® TFP, Milos® Global Supply Chain Visibility, and StarTracking®.
Complementing the offering, Federative Services (cloud-based) enable a more efficient migration towards digital business models.
Through Magellan Circle and Magellan Circle Italy, the Group is active in Brussels and across Europe in advocacy activities with the European Institutions, supporting public bodies and companies with services in Strategic Communication and Advocacy and EU Funding Accelerator, with a focus on the Green Deal and energy transition.
With Cargo Start, specialized in technological solutions for air cargo, Circle has strengthened its offering in a strategic segment of the Connect 4 Agile Growth industrial plan. With eXyond, the Group operates in advanced infomobility services (InfoBluNewGen) and telematics solutions for the logistics, transport, and insurance sectors (Kmaster).
Circle also holds a 22% stake in the innovative startup ACCUDIRE, which offers a collaborative platform for
Circle Group
document management along global supply chains, starting from e-CMR and e-DDT (electronic consignment note). With NEXT Customs, the Group develops digital services for customs optimization, contributing to the harmonization of processes in line with the strategic directions of Connect 4 Agile Growth.
Circle S.p.A. has been listed on the Euronext Growth Milan market of Borsa Italiana since October 26, 2018 (alphanumeric code: CIRC; ISIN code ordinary shares: IT. 0005344996).
For further information
Circle S.p.A.
Registered office Via Giovanni Battista Pergolesi 26, 20124 Milano
Operational headquarters Piazza Borgo Pila 40 (Torre A interno 46), 16129 Genova
Investor Relations
Mail: [email protected] | Mobile: +39 348 3067877
Media Relations: Image Building
Via Privata Maria Teresa, 11 20123 – Milano
Email: [email protected] | Phone: +39 02 89011300
Euronext Growth Advisor: Integrae SIM S.p.A.
Piazza Castello 24, 20121 Milano
Email: [email protected] | Phone: 02.80.50.61.60