Geox — Proxy Solicitation & Information Statement 2026

Mar 23, 2026

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Informazione Regolamentata n. 0742-6-2026	Data/Ora Inizio Diffusione 23 Marzo 2026 07:11:29	Euronext Milan

Societa': GEOX

Utenza - referente : GEOXN04 - -

Tipologia : REGEM; 3.1

Data/Ora Ricezione : 23 Marzo 2026 07:11:29

Data/Ora Inizio Diffusione : 23 Marzo 2026 07:11:29

Oggetto : NOTICE OF CALL OF ORDINARY SHAREHOLDERS' MEETING

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G E O X

RESPIRA

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NOTICE OF CALL OF ORDINARY SHAREHOLDERS' MEETING

The parties entitled to attend the shareholders' meeting and exercise voting rights are called to the Ordinary Shareholders' Meeting (with a single call), which will be held at the Company's registered office in via Feltrina Centro 16, Biadene di Montebelluna (Treviso), on April 22, 2026, at 10:00 am, to discuss and pass resolutions on the following

Agenda

1. Approval of the Financial Statements as at December 31, 2025; presentation of the Board of Directors' Report, the Corporate Sustainability Report, the Board of Statutory Auditors' Report and the Independent Auditors' Report. Presentation of the Consolidated Financial Statements as at December 31, 2025.
2. Resolutions concerning the allocation of the result for the financial year.
3. Report on the remuneration policy and the remuneration paid pursuant to art. 123-ter, paragraphs 3-ter and 6, of Italian Legislative Decree no. 58/1998: Section I - Approval of the remuneration policy for 2026;
4. Report on the remuneration policy and the remuneration paid pursuant to art. 123-ter, paragraphs 3-ter and 6, of Italian Legislative Decree no. 58/1998: Section II – Resolution on Section II of the Report regarding remuneration paid during 2025.
5. Appointment of a Director, pursuant to article 2386, paragraph 1, of the Italian Civil Code.
6. Proposal to change the total annual remuneration payable to Directors, including those holding special offices; related and consequent resolutions.
7. Authorization for the purchase and disposal of treasury shares, subject to revocation of the previous authorization to the extent not used. Related and consequent resolutions.

Information on the share capital it should be noted that the share capital of the Company is currently Euro 36,690,453.10, consisting of 366,904,531 ordinary shares, with no par value. Each ordinary share gives the right to one vote at the Shareholders' Meeting. As of today, the Company holds 734,041 treasury shares, equal to 0.20% of the share capital. Information on the share capital is available on the Company's website www.geox.biz, in the Governance section under "Shareholders' Meeting 2026".

Participation in the shareholders' meeting: pursuant to Art. 83-sexies of Italian Legislative Decree no. 58/98 as amended (the "Testo Unico della Finanza" or "TUF" - Italian Consolidated Law on Finance) and Art. 12 of the Bylaws, the right to participate and vote in the Shareholders' Meeting is granted to those holding shares at the end of the seventh open market day prior to the date of the Meeting, i.e. on April 13, 2026 ("record date"), provided that they have notified the Company of their intention to attend the Meeting, through the authorized intermediary, pursuant to legal provisions and applicable regulations. The Company must receive this notification by the end of the third open market day (April 17, 2026) prior to the date of the Meeting. This shall be without prejudice to the legitimacy to participate and vote even if the Company receives this notification after the aforementioned deadline, as long as it is received before the Shareholders' Meeting commences. Those who acquire ownership of the shares only after the record date are not authorized to participate and vote in the Shareholders' Meeting.

Proxy voting: Those with the right to intervene at the Shareholders' Meeting are entitled to be represented through a written proxy pursuant to the legal provisions in force, using the proxy form available on the Company's website at societario@pec.geox.com.

The proxy may be notified to the Company by post to the Company's registered office or by email to the certified email address societario@pec.geox.com.

Any advance notice does not exempt the representative, at the time of authorization for access to the Meeting, from the requirement to demonstrate the conformity of the proxy with the original.

The proxy may also be conferred, with the necessary voting instructions regarding the Agenda items, to Computershare S.p.A., registered office in Milan, via Lorenzo Mascheroni no. 19, Postal Code 20145, as the party designated for this

GEOX S.p.A.

Via Feltrina Centro, 16 - 31044 Biadene di Montebelluna - Treviso - Italy

Tel. +39 0423 2822 - Fax +39 0423 282125

VAT no., Tax Code and Reg. no. with the Companies Register of Treviso IT03348440268

Share Capital € 36,690,453.10, fully paid-up

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GEOX

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purpose by the Company, pursuant to Art. 135-undecies of the TUF, signing the specific proxy form which can be found, in printable form, on the Company's website at www.geox.biz, in the Governance section "Shareholders' Meeting 2026", or at the aforementioned registered office of Computershare S.p.A.. The proxy with voting instructions must be received by the end of the second open market day preceding the date set for the Shareholders' Meeting (i.e. by April 20, 2026) by the means indicated in the proxy form. The proxy is effective only if voting instructions were provided. The proxy and voting instructions may be revoked within the same period as above. It is noted that the communication made to the Company by the intermediary, bearing witness to the legitimate right to intervene in the Shareholders' Meeting and to exercise voting right, is also necessary in case the proxy is conferred to the Designated Representative. Pursuant to the law, the shares for which a proxy has been conferred, including a partial one, are counted for the purposes of the regular establishment of the Shareholders' Meeting and, should voting instructions have not been conferred, the shares are not counted for the purposes of calculating the majority and the amount of share capital required to approve the resolutions. Further information regarding the granting of proxy to Computershare S.p.A. (which can be contacted by telephone for any clarifications +39 02 46776816 or +039 02 46776814) is also made available within the aforementioned specific proxy form.

No means of voting by post or with electronic means are envisaged.

Right to ask questions: The shareholders with a right to intervene in the Shareholders' Meeting can submit questions about items on the agenda even before the Shareholders' Meeting by the fifth open market day before the Meeting (April 15, 2026). Questions may be submitted with a specific letter by registered post with acknowledgement of receipt to the Company's registered office and/or by certified email to the following certified email address societario@pec.geox.com. Responses will be given at the latest during the Shareholders' Meeting itself. A single answer will be given to questions with the same content.

Additions to the Agenda and resolution proposals on the items already on the agenda: it should be noted that, pursuant to Art. 10 of the Bylaws and Art. 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital may request, in writing, to add items to the list of matters to be discussed, indicating in their request the additional items they wish to propose, or may submit proposals for resolutions on items already included on the Agenda.

These requests, in writing and signed on the original, must be sent to the Company's registered office, to the Legal and Corporate Affairs Department of Geox S.p.A., via Feltrina Centro no. 16, 31044 Biadene di Montebelluna (TV), or via certified e-mail to the address societario@pec.geox.com (provided that the sender uses their own certified email address). Said requests must be received by the tenth day after this notice is published (i.e. by April 2, 2026); by the same date and with the same delivery methods, a report must be submitted on the additional items proposed for discussion, providing the reasons behind the resolution proposals on new items or the reason for any additional resolution proposal on the items already included on the agenda. The requests must be accompanied by: (i) the details of the shareholder submitting the request (surname and name, place and date of birth; or, in the case of an organization or company, company name and registered office address, and tax ID code); and (ii) the notification sent by the intermediary to exercise said right, certifying registration of the shares as at the date when the request is made, on behalf of the shareholder submitting the request.

Information on additions to the agenda items or additional resolution proposals on items already on the agenda shall be provided according to the same methods set forth for the publication of this notice, at least fifteen days prior to the date set for the Shareholders' Meeting (i.e., by April 7, 2026). Additional resolution proposals on items already on the agenda and the reports prepared by the Shareholders submitting the proposals are made available at the same time of the publication of the submission notice, accompanied by any remarks by the Board of Directors.

It should also be noted that the additions to the agenda items are not permitted for items on which the Shareholders' Meeting must resolve, pursuant to the law, based on proposals submitted by the Directors or based on a project or report prepared by them, other than those stated in Article 125-ter, paragraph 1, of the TUF.

Appointment of a member of the Board of Directors, pursuant to Article 2386 of the Italian Civil Code

It is recalled that, on July 23, 2025, the Board of Directors of Geox S.p.A. approved an agreement with Mr. Enrico Mistron for the consensual termination of the directorship and employment relationship starting from the same date. On that occasion, the Board of Directors also appointed by co-option Mr. Francesco Di Giovanni as Director, at the same time conferring on him the role of Chief Executive Officer. Pursuant to Article 2386 of the Italian Civil Code, Mr. Di Giovanni will remain in office until the forthcoming Shareholders' Meeting.

Therefore, the Shareholders' Meeting is called upon to fill the vacancy on the Board of Directors by appointing a new Director.

Please note that the appointment of a member of the Board of Directors pursuant to Article 2386 of the Italian Civil Code will be resolved by the Shareholders' Meeting with the majorities required by law, without resorting to the slate voting

GEOX S.p.A.

Via Feltrina Centro, 16 - 31044 Biadene di Montebelluna - Treviso - Italy

Tel. +39 0423 2822 - Fax +39 0423 282125

VAT no., Tax Code and Reg. no. with the Companies Register of Treviso IT03348440268

Share Capital € 36,690,453.10, fully paid-up

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GEOX

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system. For further information on the appointment of a member of the Board of Directors, please refer to the provisions of Article 17 of the Bylaws, and the Explanatory Directors' Report on the item on the agenda of the Shareholders' Meeting.

Documentation:

The documentation concerning the Agenda items, including the reports prepared by the Board of Directors and related resolution proposals, is made available to the public, within the terms and according to the methods set forth in the applicable laws, as of today at the registered office of the Company, via Feltrina Centro no. 16, 31044 Biadene di Montebelluna (TV), in the storage mechanism for regulated information, "eMarket Storage", available at the address www.emarketstorage.it, and on the Company's website www.geox.biz, in the Governance section "Shareholders' Meeting 2026" (https://www.geox.biz/en/governance/shareholders-meeting/shareholder-s-meeting-april-2026.html)". Shareholders are entitled to read all records filed at the Company's registered office and may also obtain a copy thereof, at their own expense.

The Bylaws are available on the Company's website at www.geox.biz, in the Governance section under "Bylaws".

This notice of call is published, on the date hereof, on the Company's website www.geox.biz, in the Governance section "Shareholders' Meeting 2026", and an excerpt of it will be published, by the next day, in the newspaper "Italia Oggi", as well as made available in the storage mechanism for regulated information "eMarket Storage" which can be consulted on the website www.emarketstorage.it.

Request for information: for any additional information regarding the Shareholders' Meeting and, in particular, how to exercise the rights held, it is possible to consult the Governance section of the Company's website www.geox.biz (under "Shareholders' Meeting"), or send an e-mail to societario@pec.geox.com.

The Registered Office, located at via Feltrina Centro no. 16, 31044 Biadene di Montebelluna (TV), is open to the public for consultation and/or delivery of the aforementioned documentation on business days, from Monday to Friday, from 8:30 am to 5:30 pm.

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Biadene di Montebelluna (TV), March 23, 2026

For the Board of Directors

The Chairman

Mr. Mario Moretti Polegato

GEOX S.p.A.

Via Feltrina Centro, 16 - 31044 Biadene di Montebelluna - Treviso - Italy

Tel. +39 0423 2822 - Fax +39 0423 282125

VAT no., Tax Code and Reg. no. with the Companies Register of Treviso IT03348440268

Share Capital € 36,690,453.10, fully paid-up

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Fine Comunicato n.0742-6-2026	Numero di Pagine: 5