Dovalue — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

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Informazione Regolamentata n. 1967-12-2026	Data/Ora Inizio Diffusione 27 Marzo 2026 18:11:27	Euronext Star Milan

Societa': DOVALUE
Utenza - referente : DOVALUEN06 - Della Seta
Tipologia : REGEM; 3.1
Data/Ora Ricezione : 27 Marzo 2026 18:11:27
Data/Ora Inizio Diffusione : 27 Marzo 2026 18:11:27
Oggetto : Call notice of ordinary shareholders' meeting

Testo del comunicato

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doValue

CALL NOTICE OF ORDINARY SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting of doValue S.p.A. ("doValue" or the "Company") is convened on April 28, 2026, on a single call, at 3 p.m., in Rome, at the offices of doValue located at Lungotevere Flaminio 18, under the procedures specified below, to discuss and resolve upon the following

AGENDA

1. Annual Financial Statements and Consolidated Financial Statements as of 31 December 2025:

1.1 Approval of the financial statements of Special Gardant S.p.A. as of December 31, 2025, following the merger by incorporation into doValue S.p.A., accompanied by the Directors' Report on Operations and the Independent Auditors' Report;

1.2 Approval of the financial statements of Gardant S.p.A. as of December 31, 2025, following the merger by incorporation into doValue S.p.A., accompanied by the Directors' Report on Operations and the Independent Auditors' Report;

1.3 Approval of the financial statements of doValue S.p.A. as of December 31, 2025, accompanied by the Directors' Report, the Report of the Board of Statutory Auditors and the Independent Auditors' Report. Presentation of the Consolidated Financial Statements as of December 31, 2025, and Directors' Report on the Group, which includes the Sustainability Report;

1.4 Proposal to cover the 2025 loss; proposal for the distribution of dividends.

1. Remuneration policies:

2.1 Report on the remuneration policy and compensation paid - Binding resolution on the updated version of the 2025/2026 remuneration policy corresponding to section 1 of the report pursuant to art. 123-ter, paragraph 3-bis of Legislative Decree no. 58 of 24 February 1998;

2.2 Report on the remuneration policy and compensation paid - Non-binding resolution on the second section pursuant to art. 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998.

2.3 Incentive plans in financial instruments:

2.3.1 Long-Term Incentive Plan 2026;

2.3.2 "Share Value" Plan for the Group Chief Executive Officer.

1. Integration of the fees of the auditing company KPMG S.p.A., in charge of the statutory audit for the period 2025 - 2033.

2. Authorization to purchase and dispose of treasury shares and to execute actions on the same, including the possibility of operating through a Tender Offer, subject to revocation of the authorization resolution passed by the Ordinary Shareholders' Meeting on 29 April 2025.

3. Appointment of a Director for integration of the Board.

4. Amendments to the doValue S.p.A. Shareholders' Meeting Regulation.

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CERTIFIED

doValue

The Company – in compliance with the provisions of Article 8 of the Articles of Association and taking into account Article 106 of Decree Law No. 18 of March 17, 2020, converted by Law No. 27 of April 24, 2020 as subsequently amended and most recently extended by Decree Law No. 200 of December 31, 2025 converted with amendments into Law No. 26 of February 27, 2026 (the "Decree") - has decided to avail itself of the option to provide that the intervention and exercise of voting rights shall take place exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree No. 58/1998 (the "TUF"), without physical participation of the same, and the participation by the eligible persons (Appointed Representative, directors and auditors) shall also take place through telecommunication means.

RIGHT TO ATTEND THE SHAREHOLDERS' MEETING

Pursuant to article 83-sexies of the TUF and article 8 of the Articles of Association, the right to attend the Shareholders' Meeting and to vote – exclusively by conferring a proxy to the Appointed Representative – is subject to the Company receiving the communication issued by an authorised intermediary in accordance with existing regulations, certifying ownership of the Shares based on the evidence of its accounting records at the end of the accounting day of the seventh business day before the date set for the Shareholders' Meeting on single call (therefore, April 17, 2026 - record date). Those who hold shares after that date shall not have the right to participate and vote at the Shareholders' Meeting.

The communication of the intermediary must be received by the Company by the end of the third trading day before the date set for the Shareholders' Meeting and, therefore, by April 23, 2026. However, the right to participate and vote shall remain valid if the notices are received by the Company after the aforementioned deadline, provided that they are received prior to the beginning of the Shareholders' Meeting proceedings.

The Directors, the Statutory auditors, the representative of the Independent auditors and the Appointed Representative pursuant to article 135-undecies of the TUF may participate in the Shareholders' Meeting using remote connection systems that allow identification, in compliance with existing applicable regulations, without it being necessary for the Chairperson, the Secretary and/or the Notary to be in the same place in each case.

ATTENDANCE AT THE SHAREHOLDERS' MEETING AND GRANTING OF DELEGATION TO THE APPOINTED REPRESENTATIVE

The participation and vote at the Shareholders' Meeting can only take place through Computershare S.p.A., with registered office in Milan, in via Mascheroni 19, ("Computershare"), as the Company's Appointed Representative pursuant to article 135-undecies of the TUF (the "Appointed Representative").

The conferral of the proxy does not involve expenses (except for transmission costs, if any), and shall include voting instructions on all or some of the items on the agenda, using the specific proxy form available, including electronically, prepared by the Appointed Representative, in agreement with the Company, and available on the Company's website (www.dovalue.it) in the "Governance - Shareholders' Meeting April 28, 2026" section. The proxy and the voting instructions must be sent, together with the copy of a valid identification document of the delegating party or, if the delegating party is a legal entity, of the legal representative pro tempore or other subject duly empowered as necessary, together with documentation able to attest to such qualification and powers, to the Appointed

doValue S.p.A.

già dollaret S.p.A.

Viale del Commercio, 47 - 37135 Verona (VR)

T: 800 44 33 94 - F: +39 045 8764 831

Mail: infodvl@dovalue.it

dovalue.pec@actaliscertymail.it

Sito web: www.dovalue.it

Sede Legale in Verona, Viale del Commercio, 47 - Iscrizione al Registro Imprese CCIAA di Verona CCIAA/NREA: VR/19260

Codice Fiscale n° 00390840239 e Partita IVA n° 15430061000 - Capitale Sociale € 68.614.035,50 interamente versato.

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CERTIFIED
doValue

Representative, by the end of the second trading day before the Shareholders' Meeting (therefore, by April 24, 2026), through one of the following alternative methods:

i) Online, completing the online form available on doValue's website (www.dovalue.it) in the "Governance – Shareholders' Meeting April 28, 2026" section, provided that the delegating person, in order to receive the credentials, confirm their identification, including legal entities, or use their registered email address. Computershare S.p.A. will make the link available as of April 14, 2026;

ii) Registered email holders (PEC): if the delegating person (including legal entities) is a registered email holder, they may send a digital copy of the proxy form (PDF format) to ufficiomilano@pecserviziotitoli.it (re: "Shareholders Meeting doValue 2026");

iii) Advanced, qualified or digital electronic signature holders: if the delegating person is an advanced, qualified or digital electronic signature holder, they may also send a digital copy of the proxy form with Advanced Electronic Signature by common email to ufficiomilano@pecserviziotitoli.it (re: "Shareholders Meeting doValue 2026");

iv) Common email address holders: the delegating person may send to the PEC address (ufficiomilano@pecserviziotitoli.it) a digital copy of the proxy form (PDF format) (re: "Shareholders Meeting doValue 2026"). In this case, the original proxy, the instructions and a copy of the related documentation shall be sent to Computershare S.p.A., via Lorenzo Mascheroni 19, 20145 Milan (MI), as soon as possible.

The proxy and voting instructions can be revoked as described earlier by the same deadline (April 24, 2026).

The shares for which the proxy has been conferred, including partially, are counted when ascertaining that the Shareholders' Meeting has been duly convened.

In accordance with the aforementioned Decree, the Appointed Representative may also be granted proxies and/or sub-delegations pursuant to Article 135-novies TUF, as an exception to Article 135-undecies, paragraph 4, TUF as per the abovementioned proxy form.

Computershare will be available for clarifications about the conferral of proxies to the Appointed Representative (specifically, about the completion of the proxy form and the voting instructions and their transmission) at the following telephone numbers (+390246776814/0246776808) on weekdays between 9:00 a.m. and 01:00 p.m. and between 02:00 p.m. and 5:00 p.m. or at the e-mail address ufficiomi@computershare.it.

ADDITIONS TO THE AGENDA AND SUBMISSION OF RESOLUTION PROPOSALS (PURSUANT TO ARTICLE 126-BIS, PAR. 1.1 OF THE TUF)

Pursuant to article 126-bis of the TUF, the Shareholders who, jointly or separately, represent at least one-fortieth of the share capital may request, within ten days of the publication of this call notice and, therefore, by April 6, 2026, the addition to the agenda, specifying in the request the proposed additional items or submit resolution proposals concerning items already included in the agenda by this call notice.

Shareholders for whom the Company has received a specific communication by an intermediary authorized by applicable legal regulations are entitled to request that further items be added to the agenda or to submit resolution proposals.

doValue S.p.A.
già dollaret S.p.A.
Viale del Commercio, 47 – 37135 Verona (VR)
T: 800 44 33 94 – F: +39 045 8764 831
Mail: infodvl@dovalue.it
dovalue.pec@actaliscertymail.it
Sito web: www.dovalue.it
Sede Legale in Verona, Viale del Commercio, 47 – Iscrizione al Registro Imprese CCIAA di Verona CCIAA/NREA: VR/19260
Codice Fiscale n° 00390840239 e Partita IVA n° 15430061000 – Capitale Sociale € 68.614.035,50 interamente versato.

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CERTIFIED

doValue

The requests for additions and the other resolution proposals shall be submitted in writing and shall be received by the Company by April 6, 2026, by sending a registered letter with advice of receipt to the registered office of the Company Viale del Commercio, 47, 37135 Verona (att. Ufficio Affari Societari), or by means of a communication to the registered email address dovalue.legalesocietario@cert.dovalue.it - copy to coraffairs@dovalue.it (indicating, in the message accompanying the request, a telephone number, fax number or email address of the sender).

By the aforementioned deadline of ten days, the proposing Shareholders must submit a report stating the reasons for the proposed resolutions on the new items they are proposing to discuss or the reasons for the further proposed resolutions presented on items already in the agenda.

Adding items to the agenda is not allowed for the matters on which the Shareholders' Meeting resolves, according to the law, on proposals of the Directors or on the basis of a project or a report prepared by them.

Any additions to the agenda or the submission of resolution proposals on matters already on the agenda will be disclosed at least fifteen days before the date scheduled for the Shareholders' Meeting (therefore, by April 13, 2026), in the same forms as those set forth for the publication of this notice.

SUBMISSION OF RESOLUTION PROPOSALS (PURSUANT TO ARTICLE 135-UNDECIES.1, PAR. 2 OF THE TUF)

Since participation and vote at the Shareholders' Meeting shall only take place exclusively through the Appointed Representative, for the purposes of this Shareholders' Meeting, in order to enable those concerned to exercise the right pursuant to article 126-bis.1.penultimate sentence of the TUF, the Shareholders can individually submit to the Company resolution proposals on matters already on the agenda by April 13, 2026 so that the Company can subsequently publish them.

The requests, to be submitted in writing and received before the above deadline, by sending a registered letter with advice of receipt to the Company's registered office Viale del Commercio, 47, 37135 Verona (att. Ufficio Affari Societari), or by means of a communication to the registered email address dovalue.legalesocietario@cert.dovalue.it - copy to coraffairs@dovalue.it (indicating, in the message accompanying the request, a telephone number, fax number or email address of the sender), together with a specific communication attesting to the legitimacy to exercise said right, issued by qualified intermediaries in accordance with the law.

The resolution proposals received in accordance with the terms and conditions set out above will be published on the Company's website by April 15, 2026, so that all those with voting rights can examine them and, consequently, confer proxies and/or sub-proxies and the related voting instructions, to the Appointed Representative. For the purpose of the foregoing, the Company reserves the right to check the relevance of the proposals on matters already on the agenda, their completeness and their compliance with applicable provisions, as well as the legitimacy of those making the proposals.

APPOINTMENT OF A DIRECTOR FOR INTEGRATION OF THE BOARD

With regard to the appointment of a Director, it should be noted that, in the event of replacing directors who have ceased to hold office during their term, the slate-voting mechanism does not apply. Therefore, for the election of the new director, the Shareholders' Meeting shall resolve with the majorities required by law, without prejudice to the obligation to ensure the minimum number of directors who meet the applicable independence requirements and compliance with the provisions on gender balance applicable to the composition of the Board of Directors.

doValue S.p.A.

già dollaret S.p.A.

Viale del Commercio, 47 - 37135 Verona (VR)

T: 800 44 33 94 - F: +39 045 8764 831

Mail: infodvl@dovalue.it

dovalue.pec@actaliscertymail.it

Sito web: www.dovalue.it

Sede Legale in Verona, Viale del Commercio, 47 - Iscrizione al Registro Imprese CCIAA di Verona CCIAA/NREA: VR/19260

Codice Fiscale n° 00390840239 e Partita IVA n° 15430061000 - Capitale Sociale € 68.614.035,50 interamente versato.

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CERTIFIED

doValue

Shareholders who wish to submit candidacies must submit them in writing by sending a registered letter with advice of receipt to the Company's registered office Viale del Commercio, 47, 37135 Verona (att. Ufficio Affari Societari), or by means of a communication to the registered email address dovalue.legalesocietario@cert.dovalue.it - copy to coraffairs@dovalue.it (indicating, in the message accompanying the request, a telephone number, fax number or email address of the sender), together with a specific communication attesting to the legitimacy to exercise said right, issued by qualified intermediaries in accordance with the law, by April 13, 2026.

The candidacies must be accompanied by:

• a statement in which the candidate accepts the nomination and certifies, under his/her own responsibility, the absence of any grounds for ineligibility or incompatibility provided for by law or by the Company's By-laws, as well as the possession of the integrity requirements prescribed for statutory auditors of listed companies pursuant to Article 148, paragraph 4, of the TUF, as referred to directors by Article 147-quinquies, paragraph 1, of the TUF, including a declaration regarding the possible possession of the independence requirements provided for under Articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF and/or under the Corporate Governance Code;
• the curriculum vitae providing comprehensive information on the candidate's personal and professional background, as well as a list of positions held in other companies;
• an indication of the identity of the shareholder submitting the candidacy and of the percentage of share capital held; and
• any other statement, information and/or document required under applicable laws and regulations.

The candidacies received in accordance with the terms and conditions set out above will be published on the Company's website by April 15, 2026.

RIGHT TO ASK QUESTIONS BEFORE THE SHAREHOLDERS' MEETING

Pursuant to article 127-ter of the TUF, those entitled to vote and in favour of whom the Company has received a specific communication from an authorised intermediary under current legislation, may ask questions about the items on the agenda items before the Shareholders' Meeting.

The questions, to be submitted in writing, shall be made by sending a registered letter to the registered office of the Company, Viale del Commercio, 47, 37135 Verona (att. Ufficio Affari Societari), or by means of a communication to the registered email address dovalue.legalesocietario@cert.dovalue.it, copy to coraffairs@dovalue.it.

The questions must be received by the Company by the seventh trading day before the date set for the Shareholders' Meeting, therefore, April 17, 2026.

A response shall be provided to the questions received by this deadline at least three days before the Shareholders' Meeting (April 23, 2026), including through publication in the appropriate section of the Company's website (www.dovalue.it), "Governance – Shareholders' Meeting April 28, 2026" section. The Company may provide a single response to questions with the same content.

doValue S.p.A.

già doBank S.p.A.

Viale del Commercio, 47 – 37135 Verona (VR)

T: 800 44 33 94 – F: +39 045 8764 831

Mail: infodvl@dovalue.it

dovalue.pec@actaliscertymail.it

Sito web: www.dovalue.it

Sede Legale in Verona, Viale del Commercio, 47 – Iscrizione al Registro Imprese CCIAA di Verona CCIAA/NREA: VR/19260

Codice Fiscale n° 00390840239 e Partita IVA n° 15430061000 – Capitale Sociale € 68.614.035,50 interamente versato.

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CERTIFIED

doValue

DOCUMENTATION AND INFORMATION

The Shareholders' Meeting documentation, including the Board of Directors' explanatory reports required by applicable regulations on the agenda items and resolution proposals, will be made available to the public within the terms and in the manner provided for by current legislation, with the right to obtain a copy for Shareholders and those entitled to vote.

This documentation will be available at the Company's registered office, Viale del Commercio, 47, 37135 Verona, by prior appointment made by emailing coraffairs@dovalue.it, as well as on the Company's website (www.dovalue.it), in the "Governance – Shareholders' Meeting April 28, 2026" section and the "eMarket Storage" storage mechanism and available on the website www.emarketstorage.com.

INFORMATION ON THE SHARE CAPITAL ON THE DATE OF THE CALL NOTICE

The subscribed and paid-up share capital amounts to Euro 68,614,035.50 and comprises 190,140,355 ordinary shares, with no par value.

On this notice date, the Company holds 488.291 treasury shares.

Each ordinary share gives the right to one vote.

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This call notice is published today on the Company's website www.dovalue.it, at the "Governance – Shareholders' Meeting April 28, 2026" section and at the "eMarket Storage" authorized storage mechanism, available on the website www.emarketstorage.com as well as in excerpt form in the daily newspaper Milano Finanza, on March 28, 2026.

Rome, March 27, 2026

For the Board of Directors

The Chairman

Alessandro Rivera

doValue S.p.A.

già doBank S.p.A.

Viale del Commercio, 47 – 37135 Verona (VR)

T: 800 44 33 94 – F: +39 045 8764 831

Mail: infodvl@dovalue.it

dovalue.pec@actaliscertymail.it

Sito web: www.dovalue.it

Sede Legale in Verona, Viale del Commercio, 47 – Iscrizione al Registro Imprese CCIAA di Verona CCIAA/NREA: VR/19260

Codice Fiscale n° 00390840239 e Partita IVA n° 15430061000 – Capitale Sociale € 68.614.035,50 interamente versato.

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Fine Comunicato n.1967-12-2026	Numero di Pagine: 8