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Elica — Proxy Solicitation & Information Statement 2026
Mar 27, 2026
4217_rns_2026-03-27_afb0f993-b54d-440d-bbb0-b73cfaee4ca8.pdf
Proxy Solicitation & Information Statement
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elica®
INFO CENTRAL EIGEN
ORDINARY SHAREHOLDERS' MEETING CALL NOTICE
(published March 27, 2026)
Those with the right to attend and vote are called to the Ordinary Shareholders' Meeting to be held at the registered office in Fabriano, via Ermanno Casoli No. 2 and by videoconference on April 29, 2026 at 9AM in single call, to discuss and vote upon the following
Agenda
Approval of the financial statements for the year ended December 31, 2025
- Approval of the Financial Statements for the year ended December 31, 2025; Directors' Report; 2025 Consolidated Sustainability Statement; Board of Statutory Auditors' Report; Independent Auditors' Report. Presentation of the Consolidated Financial Statements for the year ended December 31, 2025.
- Resolutions on the result for the year.
Remuneration Report
- Approval of the remuneration policy in accordance with Article 123-ter, paragraph 3-bis of Legislative Decree No. 58/1998 (CFA).
- Resolutions on the second section of the remuneration report, in accordance with paragraph 6 of Article 123-ter of Legislative Decree No. 58/1998 (CFA).
Appointment of a Director in accordance with Article 2386 of the civil code.
- Appointment of a Director in accordance with Article 2386 of the civil code.
Treasury shares
- Authorization of the purchase and utilization of treasury shares, following revocation of the previous authorization for the portion not executed.
Pursuant to Article 106 of Legislative Decree no. 18 of March 17, 2020 (the so-called "Cura Italia" Decree), converted into Law no. 27 of April 24, 2020, as subsequently amended and extended pursuant to Legislative Decree no. 200 of December 31, 2025, converted into Law no. 26 of February 27, 2026, participation in the Shareholders' Meeting by those entitled to vote is permitted exclusively through the designated representative, pursuant to Article 135-undecies of the TUF, who may be granted a proxy or sub-proxy pursuant to Article 135-novies, TUF, in derogation of the provisions of Article 135-undecies, TUF, according to the methods and under the conditions indicated below.
Participation at the Shareholders' Meeting: all those who have sent the Company the communication provided by the appointed intermediary by the end of the third market day preceding the date fixed for the Shareholders' Meeting (i.e. by April 24, 2026) have the right to attend the Meeting, but may still attend and vote as long as the communications sent to the Company after the above-stated time period are received before the beginning of the business of the Shareholders' Meeting.
The communication provided by the intermediaries is based on the available information at the end of the seventh trading day before the date fixed for the Shareholders' Meeting (April 20, 2026).
Those who hold shares only after that date will not have the right to attend or vote at the Shareholders' Meeting.
Share capital information: the share capital comprises 63,322,800 ordinary shares of a unitary nominal value of Euro 0.20, each conferring one vote. The company at today's date holds 4,736,431 treasury shares. This situation may have changed by the date of the Shareholders' AGM; any change will be communicated at the beginning of the Meeting.
T. +39 0732 6101
F. +39 0732 610249
Codice SDI - Y1NM1XC
CODICE FISCALE REGISTRO IMPRESE
AN 00096570429 CAPITALE SOCIALE
12.644.560 INTERAMENTE VERSATO
AN ISO 9001 ISO 14001 ISO 45001
CERTIFIED COMPANY
elica.com
elica®
Supplementation of the Agenda and proposals on matters already on the Agenda: shareholders which, also jointly, represent at least one-fortieth of the share capital with voting rights can request supplementation of the matters on the Agenda or additional proposals, through written request to be sent to the certified email address [email protected] within ten days from publication of the present notice (by April 6, 2026), in accordance with Article 126-bis of the CFA. Within the same time period and in the same manner, a Report concerning the new proposed matters for the Agenda or further proposals and certification of share ownership by the relative intermediary must be provided to the Company. In relation to supplementation to the Agenda or the presentation of further proposals on existing matters, notice is given in the same manner prescribed for the publication of the call notice by April 14, 2026 (15th day before the Shareholders' Meeting).
Other shareholder rights: in relation to the fact that attendance at the Shareholders' Meeting is exclusively permitted through the Designated Agent, entitled shareholders who wish to draw up proposals to be discussed and voted upon regarding matters on the Agenda should present them by April 14, 2026 (15th day before the Meeting). These proposals shall be published without delay by the second day following the above deadline (i.e. April 16, 2026) on the Company website and also on the authorised storage mechanism and at the Company's registered office, in order to allow those with voting rights to express their vote knowledgeably, also taking into account these new proposals and to permit the Designated Agent to collect any voting instructions on such.
Participation at the Shareholders' Meeting and assigning of proxy to the Designated Agent: the Company has appointed Computershare S.p.A. - with registered office in Milan, via Mascheroni No. 19, 20145 - to represent the shareholders pursuant to Article 135-undecies of Legislative Decree No. 58/98 and the cited Decree-Law (the "Designated Agent"). Shareholders who wish to attend the Shareholders' Meeting must therefore grant the Designated Agent a proxy with voting instructions on all or some of the proposed motions on the items on the Agenda using the specific proxy and sub-proxy form, including electronically, prepared by the Designated Agent in agreement with the Company, available on the Company's website at the address https://corporate.elica.com/en/governance/shareholders-meeting .
The form with voting instructions must be submitted following the instructions on the form itself and on the Company's website by the end of the second market day open prior to the Shareholders' Meeting (i.e. by April 27, 2026) and within the same deadline the proxy may be revoked.
The proxy, thus conferred, shall take effect only for those proposals in relation to which voting instructions have been given.
It should also be noted that the Designated Agent may also be conferred mandates or sub-delegations pursuant to Article 135-novies of the CFA, in derogation of Article 135-undecies, paragraph 4 of Legislative Decree No. 58/98 by following the instructions indicated in the aforementioned form available on the Company's website https://corporate.elica.com/en/governance/shareholders-meeting .
The participation in the Shareholders' Meeting of the persons entitled to attend (the members of the corporate boards, the Secretary in charge and the Designated Agent) may also take place by means of telecommunications (even exclusively) in the manner individually communicated to them, in compliance with the applicable regulations for this eventuality.
The Designated Agent will be available for clarification or information at 02-46776818 and 02-46776814 or at the following email address [email protected] .
Right to submit questions: those with voting rights may submit questions concerning the matters on the Agenda, also before the Shareholders' Meeting, sending them at least seven days before the Meeting itself
T. +39 0732 6101
F. +39 0732 610249
Pec [email protected]
Codice SDI - Y1NM1RC
CODICE FISCALE REGISTRO IMPRESE
AN 00096570429 CAPITALE SOCIALE
12.644.560 INTERAMENTE VERSATO
AN ISO 9001 ISO 14001 ISO 45001
CERTIFIED COMPANY
elica.com
elica®
(April 20, 2026) to the certified email address [email protected], marked for the attention of the Investor Relations Manager. Questions received prior to the Meeting shall be answered no later than three trading days prior to the date of the Meeting (i.e. no later than April 24, 2026) by publication on the Company's website. In order to exercise this right, certification by the intermediary confirming the right to vote must be sent to the Company.
Appointment of a Director: With reference to the appointment of a director, pursuant to Article 16.6 of the Bylaws, to which reference is made, the statutory majorities will be used, without list voting.
Nominations must be accompanied by (i) a declaration in which the candidate accepts his or her candidacy and certifies, under his or her own responsibility, that there are no grounds for ineligibility or incompatibility, as well as, where applicable, that he or she meets the independence requirements set forth in the applicable legislation; (ii) a curriculum vitae containing comprehensive information on the candidate's personal and professional characteristics and a list of positions held at other companies.
Please note, where relevant, the provisions of current legislation regarding gender balance and the independence of directors for the purposes of proposing nominations.
Nominations must be submitted according to the procedures and deadlines set forth in the previous paragraph "Other Shareholder Rights."
The Legal & Corporate Affairs Department is available for any further information.
Documentation: The documentation relating to the Shareholders' Meeting will be made available to the public, within the legal deadlines, at the company headquarters, at the storage mechanism at , and published on the Company website https://corporate.elica.com/en/governance/shareholders-meeting, with shareholders having the right to obtain a copy.
In particular, the explanatory reports of the Board of Directors to the Shareholders' Meeting and the documentation referred to in the agenda items will be made available, concurrently with the publication of this notice, as well as the Annual Financial Statements of Elica S.p.A., including the Financial Statements and the Consolidated Financial Statements at December 31, 2025, the Directors' Report and the certification pursuant to Article 154-bis, paragraph 5, of Legislative Decree 58/1998, as well as the Consolidated Sustainability Report, together with the Report of the Board of Statutory Auditors, the Reports of the Independent Auditors, the Corporate governance and ownership structure report relating to the 2025 financial year and the Remuneration Report.
Any further documentation required by applicable legislation, including regulations, including the minutes of the assembly meeting, will be published in accordance with the procedures and terms of the law and regulations.
Fabriano, March 25, 2026
For the Board of Directors
The Chairperson Francesco Casoli
T. +39 0732 6101
F. +39 0732 610249
Codice SDI - Y1NM1RC
CODICE FISCALE REGISTRO IMPRESE
AN 00096570429 CAPITALE SOCIALE
12.644.560 INTERAMENTE VERSATO
AN ISO 9001 ISO 14001 ISO 45001
CERTIFIED COMPANY
elica.com