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Fae Technology — Proxy Solicitation & Information Statement 2026
May 13, 2026
4136_rns_2026-05-13_b5207c6b-fee8-4cb5-8e91-5cbcc54cd098.pdf
Proxy Solicitation & Information Statement
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INFO DISTRICT 2000
FAE TECHNOLOGY
PRESS RELEASE
FAE TECHNOLOGY: CALL NOTICE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING PUBLISHED
Gazzaniga (BG), May 13, 2026 – FAE Technology S.p.A. – Benefit Company ("FAE Technology" or the "Company"), the high-tech industrial group which designs, engineers and produces advanced electronics-based systems for high-reliability terrestrial and space markets (the "Group"), announces that the call notice for the Ordinary and Extraordinary Shareholders' Meeting was published today on the Company's website https://fae.technology/ (in the Investor Relations/Shareholders' Meetings section), on Borsa Italiana's website at www.borsaitaliana.it (in the Shares/Documents section) and in extract form in the daily newspaper Italia Oggi.
CALL NOTICE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
The Shareholders' Meeting of FAE Technology S.p.A. - Benefit Company (the "Company") is called, also as may be necessary pursuant to Article 106 of Legislative Decree No. 18 of March 17, 2020, converted with amendments into Law No. 27 of April 24, 2020, as last extended to September 30, 2026 by Legislative Decree No. 200 of December 31, 2025, converted with amendments into Law No. 26 of February 27, 2026 (the "Decree"), exclusively by means of telecommunication, in ordinary and extraordinary session, in first call on May 28, 2026 at 11:30AM, and, if necessary, in second call on May 29, 2026, at the same time, in order to consider the necessary resolutions on the following Agenda:
AGENDA
Ordinary session
1) Approval of the Company's financial statements for the year ended December 31, 2025, accompanied by the Board of Directors' Report. Review of the Board of Statutory Auditors' Report and the Independent Auditors' Report; presentation of the consolidated financial statements for the year ended December 31, 2025; resolutions thereon;
2) Allocation of the result for the year; resolutions thereon;
3) Review and approval of the regulation of the stock option plan named "2026-2032 Stock Option Plan". Resolutions thereon.
FAE TECHNOLOGY
4) Authorization to purchase and dispose of treasury shares, subject to revocation of the authorization granted on May 29, 2025. Resolutions thereon.
Extraordinary session
1) Proposed resolution for a paid-in capital increase (including through the offsetting of due financial receivables) in divisible form with the exclusion of option rights pursuant to Article 2441, paragraphs 5 and 8, of the Civil Code, by the deadline of December 31, 2033, to be carried out in one or more tranches through the issue of a maximum of 1,800,000 new ordinary shares with no indication of par value, with the same characteristics as those in circulation and which grant regular corporate and administrative rights, to be reserved for subscription to the beneficiaries of the "2026-2032 Stock Option Plan". Resolutions thereon.
SHARE CAPITAL AND VOTING RIGHTS
We note that, at today's date, the Company's subscribed and fully paid-in share capital is Euro 700,599.34, divided into 22,019,978 ordinary shares with no indication of par value; each ordinary share entitles the holder to one vote at the Shareholders' Meeting; there are no other categories of shares apart from ordinary shares. The Company at today's date holds 147,698 treasury shares.
RIGHT TO ATTEND AND VOTE PROXY VOTING
Pursuant to Article 83-sexies of the CFA and its implementing provisions, the right to attend the Shareholders' Meeting and exercise voting rights - exclusively through the Designated Agent - is attested by a communication to the Company, made - according to the terms of the law and regulations - by the authorized intermediary as per the accounting records, in favor of the party with the right to vote, based on the records at the conclusion of the seventh trading day before the date fixed for the Shareholders' Meeting in first call, i.e., May 19, 2026 (record date). Debits and credits to the relevant accounts subsequent to this date do not affect the right to vote at the Shareholders' Meeting; therefore, those who hold company shares only subsequent to this date shall not be entitled to attend and vote at the Shareholders' Meeting.
The communication from the intermediary must be received by the Company by the end of the third trading day before the Shareholders' Meeting is held in first call (i.e., May 25, 2026); the right to attend and vote at the Shareholders' Meeting remains valid if the communication issued by the intermediary is sent to the Company outside the above-stated time period, although by the beginning of the Shareholders' Meeting.
FAE TECHNOLOGY
REPRESENTATION AT THE SHAREHOLDERS' MEETING
Pursuant to Article 8.18 of the By-Laws, as well as, where applicable, the provisions of the Decree, those who are entitled to vote and intend to attend and exercise such vote may be represented at the Shareholders' Meeting exclusively by the Designated Agent pursuant to Article 135-undecies.1 of the CFA.
The Company has identified Computershare S.p.A., with registered office in Milan, Via Mascheroni, 19, as the Designated Agent to whom shareholders may grant proxy, free of charge (with the exception of any shipping costs), with voting instructions on all or some of the motions on the Agenda pursuant to Article 135-undecies.1 of the CFA. Proxy is granted through the signing of the specific form available, with the relative indications for compilation and sending, on the Company's website at fae.technology (in the Investor Relations/Shareholders' Meetings section) and on Borsa Italiana's website at www.borsaitaliana.it (in the Shares/Documents section).
The proxy with voting instructions must be received by the aforementioned Designated Agent (together with a copy of a valid identity document of the principal or, if the principal is a legal person, the pro tempore legal representative or a different person with appropriate powers, together with suitable documentation to certify his/her qualification and powers), by the end of the second trading day before the date set for the Shareholders' Meeting, including on second call (i.e., by May 26, 2026 or May 27, 2026, respectively) in the manner set forth in the form itself.
By the same deadlines and according to the same terms, the proxy and voting instructions are revocable.
Proxy is valid only for the proposals on which voting instructions are provided.
The shares in relation to which proxy is conferred, also partially, are included for determining the proper constitution of the Shareholders' Meeting.
The aforementioned Designated Agent may also be granted proxies and/or sub-proxies pursuant to Article 135-novies of the CFA in derogation of Article 135-undecies, paragraph 4 of the CFA.
For any clarifications concerning the conferment of proxy to the Designated Agent (and in particular with regard to the filling out of the proxy form and the voting instructions and their communication), Computershare S.p.A. may be contacted by e-mail at [email protected] or at the telephone number 06 45417401 (Monday to Friday from 10AM to 1PM and 2PM to 5PM).
Remote or absentee voting procedures are not provided for.
QUESTIONS ON AGENDA ITEMS
Shareholders may submit questions on Agenda items before the Shareholders' Meeting, pursuant to Article 8.10 of the By-Laws by May 22, 2026. After verifying the relevance of the questions to the Shareholders' Meeting Agenda items and the legitimacy of the party submitting the question, the Company will provide answers by May 25, 2026 by posting them on a special
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section of the Company's website fae.technology (in the Investor Relations/Shareholders' Meetings section), to allow those entitled to vote to make an informed opinion on the items on the Agenda.
The aforementioned questions - accompanied by the relevant communication certifying the entitlement to exercise the right and issued by the authorized intermediary in accordance with current regulations - must be sent by registered letter with return receipt to the Company's registered office (for the attention of the Chairperson of the Board of Directors), or by certified e-mail to the following address [email protected].
SUPPLEMENTATION OF THE AGENDA AND PRESENTATION OF NEW MOTION PROPOSALS
In accordance with Article 8.6 of the By-Laws, Shareholders who represent, including jointly, at least 10% of the voting share capital may request, within five days of publication of the Shareholders' Meeting call notice (i.e., by May 18, 2026), supplementation of the items on the Agenda, indicating in the request the additional items to be included on the Agenda. Requests for supplementations to the Agenda must be accompanied by an explanatory report, to be filed at the Company's registered office and delivered to the Board of Directors by the deadline for submitting the request for supplementations. The supplementation of the matters on the Agenda is not permitted for those matters on which the Shareholders' Meeting deliberates, as prescribed by law, on proposals of the Board of Directors or on the basis of a project or report prepared by the Board.
Requests, together with documentation proving ownership of the shareholding, must be submitted in writing, and signed in the original, to the registered office or sent by registered mail with return receipt to the Company's registered office (for the attention of the Chairperson of the Board of Directors), or by certified e-mail to the following certified e-mail address [email protected].
Notice of any supplementations to the Agenda or the submission of additional motion proposals regarding matters already on the Agenda shall be provided in the same manner as the publication of this call notice, at least seven days before the date set for the Shareholders' Meeting (i.e., by May 21, 2026); at the same time, the additional motion proposals submitted by Shareholders and the reports prepared by them, together with any evaluations by the Board of Directors, shall be made available to the public at the Company's registered office and on its website at fae.technology (in the Investor Relations/Shareholders' Meetings section).
DOCUMENTATION AND INFORMATION
Alongside the publication of this call notice, the documents relating to the Shareholders' Meeting (including the Board of Directors' explanatory report on the motion proposals concerning the items on the Agenda and the form for that those entitled to attend the Shareholders' Meeting can use for proxy voting) will be made available to shareholders and the public, within the terms prescribed by current regulations, at the Company's registered office
FAE TECHNOLOGY
and on its website at fae.technology (in the Investor Relations/Shareholders' Meetings Section), and on Borsa Italiana's website www.borsaitaliana.it (in the Shares/Documents section).
The shareholders have the right to obtain a copy of the documentation submitted.
This call notice is also published in extract in today's edition of the Italia Oggi newspaper.
Instructions for telecommunications participation in the Shareholders' Meeting will be communicated by the Company to the Directors, Statutory Auditors, representatives of the independent audit firm and the Designated Agent.
The Company reserves the right to communicate any changes or additions to the information contained in this notice in accordance with any legislative and/or regulatory provisions, or in any case in the interest of the Company and the Shareholders.
For the dissemination of regulated information FAE Technology uses the (), operated by Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni No. 19 and authorized by Consob.
This Press Release is available in the Investors Relations/Press Releases section of the website https://fae.technology/ and at .
FAE Technology S.p.A. - Benefit Company is a high-tech industrial Group listed on the Euronext Growth Milan market and engaged in the design, engineering and production of advanced electronics-based systems for high-reliability terrestrial and space sector markets. Through the Electronics Division, the Group operates as an Original Design Manufacturer (ODM) and comprises several highly-specialized companies: FAE Technology, Elettronica GF, IpTronix and MAS Elettronica. The Space division operates through Kayser Space, providing technology and support for space exploration activities and microgravity experimentation. Together, the various entities form a technology platform that covers the entire life cycle of a solution: from R&D to co-design, from material supply to prototyping and production and from advanced testing to after-sales support. Founded in 1990 in Gazzaniga (BG) by Francesco Lanza, who began by producing a small series of electronic boards, FAE Technology has been led since 2008 by his son Gianmarco Lanza, current Chairperson and Chief Executive Officer. FAE Technology is known for its focus on innovation - promoting open innovation and shared research at the "Kilometro Rosso" hub - and on sustainability and corporate social responsibility, becoming a Benefit Company on May 13, 2022. FAE Technology benefits from memberships with renowned universities and research centers, including the "Senseable City Lab" at the MIT (Massachusetts Institute of Technology) in Boston, in addition to strategic partnerships with major sector players. The Group's ability to tap into both organic and acquisition-led growth opportunities, including through supply chain and market consolidation, strengthens its role as a strategic technology development partner to companies and organizations. The Group reported a consolidated value of production in 2025 of Euro 67.6 million.
ISIN FAE Ordinary Shares IT0005500688 - ISIN Warrants WFAE25 IT0005500639
FAE TECHNOLOGY
Contacts
FAE Technology S.p.A. - Benefit Company
Investor Relations Manager
Gianmarco Lanza, [email protected]
THANAI Communication Advisors
Press Office
Thanai Bernardini, mob. 335.7245418, [email protected]
Alessandro Bozzi Valenti, mob. 348.0090866, [email protected]
Calvin Kloppenburg, mob. 393.1188058, [email protected]
Alantra
Euronext Growth Advisor
Tel. +39 3346267243, [email protected]