d'Amico International Shipping S.A. — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

d'Amico International Shipping S.A.
Société anonyme
Registered office: 25 C, boulevard Royal, L-2449 Luxembourg, R.C.S. Luxembourg: B 124790
(hereinafter, the "Company")

CONVENING NOTICE
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
to the holders of shares with Common Code 259231566 and ISIN Code LU2592315662 (the "Shareholders" and singularly the "Shareholder")

The annual general meeting of the Shareholders of the Company (hereinafter, the "Meeting") will be held at the registered address of the Company, 25C boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, on 29 April 2026 at 11:30 a.m. (CEST) Luxembourg time, to discuss and resolve on the following

AGENDA

1. Consideration of the management's reports on the statutory and consolidated annual accounts of the Company and of the reports of the Company's independent auditor ("réviseur d'entreprises agréé") on the consolidated annual accounts of the Company, on the statutory annual accounts of the Company and on the sustainability statement for the financial year ended on 31 December 2025;
2. Consideration and approval of the Company's statutory annual accounts for the financial year ended on 31 December 2025;
3. Consideration and approval of the Company's consolidated annual accounts for the financial year ended on 31 December 2025;
4. Approval of the allocation of results of the financial year ended on 31 December 2025 and payment of dividends in relation to the financial year ended on 31 December 2025;
5. Discharge to the members of the Board of Directors in respect of the performance of their duties during the financial year ended on 31 December 2025;
6. Approval of fees payable to the members of the Board of Directors for the financial year 2026;
7. Renewal of the appointment of the independent auditor of the Company ("réviseur d'entreprises agréé") for a period ending at the Company's annual general meeting of shareholders called to approve the 2028 consolidated and statutory annual accounts of the Company;
8. Consideration and advisory vote on the general remuneration policy for the financial year 2026 and on the remuneration report for the financial year ended on 31 December 2025.

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QUORUM AND MAJORITY REQUIREMENTS

The Meeting shall validly deliberate regardless of the percentage of the Company's corporate capital being represented. Resolutions shall be adopted by a simple majority of the votes cast by the Shareholders present or represented at the Meeting.

RIGHT TO PARTICIPATE AT THE MEETING

The rights of a Shareholder to participate at the Meeting and to exercise the voting rights attached to the shares held by a Shareholder is determined with respect to the shares held by that Shareholder on the fourteenth (14th) day prior to the Meeting (i.e. 15 April 2026) at 11:59 p.m. (CEST) Luxembourg time (the "Record Date") and is subject to such Shareholders having notified the Company of their intention to participate in the Meeting at the latest on the Record Date ("Declaration of Intention to Participate").

Such Declaration of Intention to Participate may be either done:

1) by sending a declaration in writing in accordance with article 24 of the Company's articles of association (the "Articles of Association") to ABN AMRO via e-mail to corporate.broking@nl.abnamro.com using the form of Declaration of Intention to Participate available on the Company's website at www.damicointernationalshipping.com (the "Website"); or
2) by filing via their financial intermediary (bank, broker, or other financial institution or intermediary) with whom the Shareholder is registered as a Shareholder of the Company (the "Financial Intermediary") an electronic statement with ABN AMRO via www.abnamro.com/intermediary - which shall notably indicate (i) the name or corporate name; (ii) the address or registered office of the Shareholder; and (iii) the number of shares of the Company held by such Shareholder as at the Record Date.

In all circumstances, no later than 24 April 2026 at 5 p.m. (CEST) Luxembourg time, the Financial Intermediary must provide an electronic statement to ABN AMRO via www.abnamro.com/intermediary indicating (i) the identity and address of the Shareholder; (ii) and confirming the number of shares registered as mentioned in the Declaration of Intention to Participate; and (iii) stating that the relevant shares were registered in the name of the Shareholder on the Record Date with the Financial Intermediary (the "Certificate of Holding").

Shareholders may participate at the Meeting by (i) attending in person, (ii) voting by proxy or (iii) voting by ballot paper, each time subject to the conditions as set out herewith.

1. PARTICIPATION IN PERSON

Shareholders who are shareholders at the Record Date - upon provision of the Certificate of Holding, and subject to the notification at the latest on the Record Date of the Declaration of Intention to Participate - must register via www.abnamro.com/evoting either directly or via the Financial Intermediary no later than 24 April 2026 at 5 p.m. (CEST) Luxembourg time and will further receive a proof of registration (the "Registration Certificate") which will serve as an admission ticket for the Meeting.

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Shareholders wishing to attend the Meeting in person must bring the Registration Certificate and a proof of their identity (in the form of a non-expired identity card or passport) to the Meeting. For the Meeting to proceed in a timely and orderly manner, shareholders are requested to arrive in time.

2. REPRESENTATION BY PROXY – via Proxy Form or electronically

In accordance with the Articles of Association, a Shareholder at the Record Date may also act at the Meeting by appointing another person who need not be a Shareholder himself (the “Proxy Holder”).

Each Shareholder shall only be represented by one Proxy Holder at the Meeting except that if a Shareholder has shares of the Company held in more than one securities account, he may appoint one Proxy Holder per securities account at the Meeting or a Shareholder acting professionally for the account of other natural or legal persons may appoint each of these natural or legal persons or third parties appointed by them.

A person acting as a Proxy Holder may hold a proxy for more than one Shareholder without limitation as to the number of Shareholders so represented. Where a Proxy Holder holds proxies for several Shareholders, it may cast votes for a certain Shareholder differently from votes cast for another Shareholder.

The Proxy Holder shall be constituted and appointed either

(i) in writing, by using the proxy form including the voting instructions as available on the Company’s Website (the “Proxy Form”); or
(ii) electronically, by filling a proxy with voting instructions via www.abnamro.com/evoting or the financial intermediary with whom the shareholder is registered as shareholder of the Company (the “Electronic Proxy Form”).

In the absence of indication of a specific Proxy Holder, alternatively the chairman of the Meeting or any other identified delegated representatives of the Company shall be automatically constituted and appointed for the purpose of representing the Shareholder and will vote in accordance with the voting instructions given by the Shareholder in the Proxy Form or Electronic Proxy Form.

If no voting or partial instructions are given in the Proxy Form or Electronic Proxy Form, the Proxy Holder or the chairman of the Meeting or any other identified delegated representatives of the Company will vote in favour of the resolutions proposed and supported by the board of directors of the Company.

The Proxy Form or the Electronic Proxy Form duly completed and executed by the Shareholder shall be filed, no later than the 3rd business day prior to the date of the Meeting (i.e. 24 April 2026) at 5 p.m. (CEST) Luxembourg time to ABN AMRO via e-mail to corporate.broking@nl.abnamro.com or via www.abnamro.com/evoting.

Shareholders can revoke their submitted Proxy Form/ Electronic Proxy Form no later than 24 April 2026 at 5 p.m. (CEST) Luxembourg time.

Shareholders who are shareholders at the Record Date - upon provision of the Certificate of Holding, of the Proxy Form/ Electronic Proxy Form and subject to the notification at the latest on the Record Date of the Declaration of Intention to Participate - must register via www.abnamro.com/evoting either directly or via the Financial Intermediary no later than 24 April 2026 at 5 p.m. (CEST) Luxembourg time, and will further receive the Registration Certificate.

The Proxy Holder shall bring the Registration Certificate which serves as admission ticket to the Meeting. In case of appointment via the Proxy Form, in addition, the Proxy Holder shall bring the original of the completed and executed Proxy Form to the Meeting.

In case the vote by the Proxy Holder differs from the Proxy Form, the vote of the Proxy Holder shall prevail.

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In all cases, the Proxy Holder will also be asked for his/her identity document.

3. VOTE BY BALLOT PAPER

In accordance with the Articles of Association, a Shareholder may cast his vote by a ballot paper.

The ballot paper shall be completed in writing using the ballot paper form expressed in the English language as available on the Company's Website (the "Ballot Paper Form"). The Ballot Paper Form, duly completed and executed, together with the Certificate of Holding, shall be sent no later than the 3rd business day prior to the date of the Meeting (i.e. 24 April 2026) at 5 p.m. (CEST) Luxembourg time to ABN AMRO via e-mail to corporate.broking@nl.abnamro.com.

Any ballot paper ("Formulaire") either received by the Company after such deadline or which does not bear the mentions or indications of the Ballot Paper Form is to be considered void and shall be disregarded for quorum purposes.

In case a proposed resolution is amended by the Meeting, the votes expressed on such proposed resolution pursuant to the ballot papers received shall be void.

PROCESSING OF PERSONAL DATA

Shareholders acknowledge that by sending their (Electronic) Proxy Forms with their voting instructions or their Ballot Paper Form duly completed and executed, the relevant Intermediary must provide all details concerning their identity to the Company and any person designated by the Company for the purpose of the annual general meeting of shareholders. Shareholders understand that if they oppose this communication and the processing of their personal data, they cannot participate to the Meeting and thus cannot exercise their voting rights.

The Company processes the Shareholders' personal data who participate in the Meeting (including in person, by proxy or by ballot paper) based on legitimate interest pursuant to Article 6(1)(f) GDPR.

DOCUMENTATION FOR THE MEETING

In full compliance with the laws and regulations in force applicable to the Company, the required supporting documentation, the convening notice, the total number of shares and voting rights, the draft resolutions and the proxy and Ballot Paper Forms are deposited and available to the public on the Company's Website. The above-mentioned set of documents is also disclosed through the e-Market SDIR and stored through the e-market STORAGE mechanism and the Luxembourg OAM.

RIGHT TO PUT ITEMS ON THE AGENDA AND TO TABLE DRAFT RESOLUTIONS

In accordance with the Articles of Association, Shareholders holding individually or collectively at least five per cent (5%) of the share capital of the Company: (a) have the right to put items on the agenda of the Meeting; and (b) have the right to table draft resolutions for items included or to be included on the agenda of the Meeting.

Those rights shall be exercised upon requests of the Shareholders to be submitted in writing at the latest on the 22nd day before the date of the Meeting (i.e. 7 April 2026) at 5 p.m. (CEST) Luxembourg time to the Company via e-mail to ir@damicointernationalshipping.com.

The requests must include: the name of a contact person and a contact electronic address to enable the Company to confirm receipt within 48 hours, and proof must be provided that the requestor(s) was/were a Shareholder(s) of the Company on the Record Date and either (i) the text of the new agenda item and a draft resolution or a background explanation or (ii) an alternative resolution or a new resolution for an existing

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agenda item, with a clear identification of the agenda item concerned and the text of the proposed resolution or a background explanation.

RIGHT TO ASK QUESTIONS AT THE MEETING

In accordance with the Articles of Association, Shareholders and their Proxy Holders have the right to ask questions at the Meeting related to items on the agenda of the Meeting and the Company shall answer the questions raised by the Shareholders. The right to ask questions and the obligation of the Company to answer are subject to the Shareholders' meetings regulation as drafted in compliance with the provisions of the Articles of Association and according to the applicable Luxembourg laws and available on the Company's Website.

CONTACT DETAILS

COMPANY

Fax: +352 26 26 24 54, Email: ir@damicointernationalshipping.com

Attention: Mr. Antonio Carlos BALESTRA DI MOTTOLA, Director and CEO / Mrs. Anna FRANCHIN, Investor Relations Manager

CENTRALISING BANK MANDATED BY THE COMPANY:

ABN AMRO Bank N.V. ("ABN AMRO")

Equity Capital Markets / Corporate Broking & Issuer Services HQ 7212

Gustav Mahlerlaan 10

NL-1082 PP Amsterdam, The Netherlands

E-mail: corporate.broking@nl.abnamro.com

Phone: +31 20 628 6070

COMMON DEPOSITARY:

BNP PARIBAS LUXEMBOURG BRANCH

Corporate Trust Services

60, avenue J.F. Kennedy

L-1855 Luxembourg, Grand Duchy of Luxembourg

Postal address: L-2085 Luxembourg, Grand Duchy of Luxembourg

Luxembourg, 27 March 2026

For the Board of Directors

Paolo d'Amico

Chairman of the Board of Directors