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Luve — Proxy Solicitation & Information Statement 2026
Mar 19, 2026
4475_rns_2026-03-19_df1779c1-43af-423e-9246-45356c729ca0.pdf
Proxy Solicitation & Information Statement
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| Informazione Regolamentata n. 20073-14-2026 | Data/Ora Inizio Diffusione 19 Marzo 2026 09:46:16 | Euronext Star Milan |
|---|---|---|
Societa': LU-VE
Utenza - referente: LUVEN04 - Silva Barbara
Tipologia: 3.1
Data/Ora Ricezione: 19 Marzo 2026 09:46:16
Data/Ora Inizio Diffusione: 19 Marzo 2026 09:46:16
Oggetto: notice of call of shareholders' meeting
Testo del comunicato
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LU-VE
LU-VE S.p.A.
Registered office in Varese – Via Vittorio Veneto n. 11
Share capital € 62,704,488.80 fully paid-up
Tax Code and Register of Companies of Varese n. 01570130128
Registered with the R.E.A. of Varese at number 191975
NOTICE OF CALL OF ORDINARY SHAREHOLDERS' MEETING
Those entitled to vote at the Shareholders' Meeting of LU-VE S.p.A. are called to attend the Ordinary Shareholders' Meeting on 28 April 2026, at 9:30 a.m., at the Marchetti Notary Office in Milan, via Agnello no. 18, in a single call, to resolve on the following
AGENDA
- Approval of the Financial Statements for the year ended 31 December 2025 accompanied by the Directors' Report on Operations, the Report of the Board of Statutory Auditors and the Report of the Independent Auditors. Presentation of the Consolidated Financial Statements as at 31 December 2025 and the Consolidated Sustainability Report pursuant to Legislative Decree no. 125/2024. Related and consequent resolutions.
- Proposal for the allocation of the profit for the year and the distribution of the dividend. Related and consequent resolutions.
- Annual report on the remuneration policy and compensation paid:
3.1 approval of the "2026 Remuneration Policy" contained in Section I, pursuant to art. 123-ter, paragraph 3-bis of Legislative Decree no. 58/98;
3.2 advisory vote on the "Compensation paid in the financial year 2025" reported in Section II, pursuant to art. 123-ter, paragraph 6 of Legislative Decree no. 58/98. - Appointment of the Board of Directors:
4.1 determination of the number of members. Related and consequent resolutions;
4.2 determination of the duration of the assignment. Related and consequent resolutions;
4.3 appointment of the Directors. Related and consequent resolutions;
4.4 appointment of the Chairman of the Board of Directors. Related and consequent resolutions;
4.5 determination of the remuneration. Related and consequent resolutions. - Appointment of the Board of Statutory Auditors for the three-year period 2026/2028:
5.1 appointment of the Statutory Auditors and the Chairman of the Board of Statutory Auditors. Related and consequent resolutions;
5.2 determination of the remuneration. Related and consequent resolutions. - Proposal to authorize the purchase and disposal of treasury shares, subject to revocation of the resolution passed by the Shareholders' Meeting of 18 April 2025. Related and consequent resolutions.
- ENTITLEMENT TO ATTEND AND VOTE AT THE SHAREHOLDERS' MEETING
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Pursuant to Article 83-sexies of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented ("Legislative Decree no. 58/98") and the relevant implementing provisions, persons entitled to attend the Shareholders' Meeting and to exercise their voting rights are entitled to vote and in favour of whom the authorised intermediaries have made – within the terms of the law and regulations – the appropriate communication to the Company, in accordance with its accounting records, on the basis of the evidence relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e. 17 April 2026, the so-called "record date"). Pursuant to current legislation, those who become holders of shares only after that date will not be entitled to attend and vote at the Shareholders' Meeting. The communication of the intermediary referred to above must be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting (i.e. by 23 April 2026). However, the right to attend and vote remains unaffected if the communication is received by the Company after this deadline, provided that it is received before the start of the Shareholders' Meeting.
It should be noted that the communication to the Company is made by the intermediary at the request of the person entitled to vote. Those entitled to vote are required to give instructions to the intermediary who keeps the relevant accounts, so that he or she may make the aforementioned communication to the Company.
- ATTENDANCE AND REPRESENTATION AT THE SHAREHOLDERS' MEETING
Pursuant to art. 12 of the Articles of Association of LU-VE (the "Articles of Association") and in accordance with the provisions of art. 135-undecies.1 of Legislative Decree no. 58/98, the participation in the Shareholders' Meeting of those who are entitled to vote is allowed exclusively through the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree no. 58/98, to whom a proxy must be granted, in the manner and under the conditions indicated below; the aforementioned designated representative may also be granted proxies or sub-delegations pursuant to Article 135-novies of Legislative Decree No. 58/98, by way of derogation from Art. 135-undecies, paragraph 4, of the same decree.
The Company has designated Computershare S.p.A. – with registered office in Milan, via Mascheroni no. 19, 20145 – as the representative of the Shareholders designated pursuant to Article 135-undecies of Legislative Decree no. 58/98 ("Designated Representative").
- INTERVENTION OF THE ENTITLED PARTIES ALSO BY MEANS OF TELECOMMUNICATIONS
The persons entitled by law to take part in the work of the Shareholders' Meeting (Chairman, Directors, Statutory Auditors, Designated Representative) may participate in the Shareholders' Meeting, as well as at the place where the Shareholders' Meeting is called, also by means of telecommunications that also guarantee their identification, without the need for the Chairman of the Shareholders' Meeting, the secretary and/or the notary public to be in the same place. and without prejudice, taking into account Maxim no. 187 of the Notarial Council of Milan, to the presence of the secretary of the meeting at the place where the Shareholders' Meeting is called. The instructions for participation in the Shareholders' Meeting by means of telecommunications will be made known by the Company to interested parties.
- PARTICIPATION IN THE SHAREHOLDERS' MEETING AND GRANTING OF THE PROXY TO THE APPOINTED REPRESENTATIVE
Pursuant to the aforementioned Article 12 of the Articles of Association and in accordance with the provisions of Article 135-undecies.1 of Legislative Decree no. 58/98, participation in the Shareholders' Meeting by those who have the right to vote is allowed exclusively through the Designated Representative, without physical participation by the shareholders.
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Those entitled to vote who wish to attend the Shareholders' Meeting must therefore grant the Appointed Representative the proxy – with voting instructions, on all or some of the resolution proposals on the items on the agenda – together with an identity document – and, in the case of a delegating legal person, a document proving the powers for the issuance of the proxy, using the specific proxy/sub-proxy form prepared by the Appointed Representative in agreement with the Company, available on the Company's website at www.luvegroup.com ("Investors" section - "Corporate governance & shareholders" - "For shareholders" - "Shareholders' meeting" - "Shareholders' meeting - "Shareholders' meeting 28 April 2026").
The proxy must be granted by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by 24 April 2026) in the manner indicated in the form and will be effective only for the proposals in relation to which voting instructions have been given. The proxy and voting instructions may be revoked within the same period.
It should be noted that the Appointed Representative may also be granted proxies and/or sub-proxies pursuant to Article 135-novies of Legislative Decree No. 58/98, notwithstanding Article 135-undecies, paragraph 4 of Legislative Decree No. 58/98, using the specific form available on the Company's website at www.luvegroup.com ("Investors" section - "Corporate Governance & Shareholders" - "For Shareholders" - "Shareholders' Meeting" - "Shareholders' Meeting 28 April 2026"), in the manner and within the terms indicated in the form itself.
It should also be noted that the shares for which the proxy/sub-proxy has been granted, even partial, are counted for the purposes of the regular constitution of the Shareholders' Meeting. In relation to the proposals for which voting instructions have not been given, the shares are not taken into account for the purposes of calculating the majority and the share of capital required for the approval of the resolutions.
The Designated Representative will be available for clarifications or information at 02-46776814 or at the e-mail address [email protected].
Shareholders are informed that the Company reserves the right to supplement and/or amend the above instructions. In this case, the Company will promptly inform the public in the same manner as for the publication of this notice.
POSTAL VOTING
There are no procedures for voting by mail or by electronic means.
INTEGRATION OF THE AGENDA AND PRESENTATION OF NEW RESOLUTION PROPOSALS
It should be noted that, pursuant to Article 126-bis of Legislative Decree no. 58/98, Shareholders who, also jointly, represent at least one fortieth of the share capital may request, within ten days of the publication of the notice of call of the Shareholders' Meeting (i.e. by 29 March 2026), the integration of the list of items to be discussed, indicating in the request the additional items proposed by them, or to submit proposals for resolutions on items already on the agenda.
The applications, together with the certification attesting to the ownership of the shareholding, must be submitted in writing by communication sent to the following certified e-mail address: [email protected] (for the attention of the General Counsel); the applications must be accompanied by the indication of the requesting shareholders, an indication of the percentage held and a reference to the communication sent by the intermediary to the Company for the legitimacy to exercise the right as well as a report setting out the reasons for the proposed resolutions on the new items proposed to be discussed or the reasons for the additional proposed resolutions presented on items already on the agenda. It should, also, be noted that additions to the agenda are not permitted for items on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Directors or on the
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basis of a project or report other than those referred to in art. 125-ter, paragraph 1, of Legislative Decree no. 58/98 prepared by them. Any additions to the agenda and/or additional resolution proposals presented on items already on the agenda, together with the report prepared by the Shareholders and any assessments of the Board of Directors, will be made available to the public, in the same manner as this notice, at least fifteen days before the date set for the Shareholders' Meeting (i.e. by 13 April 2026).
- RIGHT TO INDIVIDUALLY SUBMIT RESOLUTION PROPOSALS BEFORE THE SHAREHOLDERS' MEETING
Taking into account that attendance at the Shareholders' Meeting is envisaged exclusively through the Appointed Representative and that, therefore, the presentation of resolution proposals is not permitted at the Shareholders' Meeting, pursuant to Article 135-undecies.1, paragraph 2 of Legislative Decree no. 58/98, Shareholders and other persons entitled to vote may individually submit resolution proposals on the items on the agenda or proposals whose presentation is otherwise permitted by law, even if they represent less than one-fortieth of the share capital with voting rights. These proposals must be submitted by the fifteenth day prior to the date of the Shareholders' Meeting (i.e. by 13 April 2026) to the following certified email address: [email protected].
The proposals, subject to verification of their relevance to the items on the agenda as well as their correctness and completeness with respect to the applicable regulations, will be published by 15 April 2026 on the Company's website at www.luvegroup.com ("Investors" section - "Corporate governance & shareholders" - "For shareholders" - "Shareholders' Meeting" - "Shareholders' Meeting 28 April 2026").
The entitlement to the individual submission of resolution proposals is subject to the receipt by the Company of the communication provided for by Article 83-sexies of Legislative Decree no. 58/98.
- RIGHT TO ASK QUESTIONS BEFORE THE SHAREHOLDERS' MEETING ON ITEMS ON THE AGENDA
Those entitled to vote may ask questions on the items on the agenda only before the Shareholders' Meeting, by sending them to the following certified e-mail address: [email protected], accompanied by appropriate documentation proving the right to vote issued by the authorized intermediaries in accordance with their accounting records.
Pursuant to Article 127-ter of Legislative Decree no. 58/98, applications must be received by the "record date" (i.e. by 17 April 2026). Questions received by the Company within this deadline and in accordance with the procedures indicated above, having verified their relevance to the item on the agenda of the Shareholders' Meeting and the legitimacy of the requester, will be answered by the Company within the minimum deadline provided for by art. 135-undecies.1, paragraph 3 of Legislative Decree no. 58/98 (i.e. by 25 April 2026) by publication on the Company's website at www.luvegroup.com (section "Investors" - "Corporate governance & shareholders" - "For shareholders" - "Shareholders' meeting" - "Shareholders' meeting 28 April 2026"), in order to enable those entitled to vote to express themselves consciously on the item on the agenda. The Company may provide a single answer to questions with the same content.
- APPOINTMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS
Board of Directors
With reference to the fourth item on the agenda, it should be noted that, pursuant to Article 15 et seq. of the Articles of Association and the laws, including regulations, in force, the Board of Directors - composed of a minimum number of 7 (seven) and a maximum of 15 (fifteen) members - must be elected on the basis of lists submitted by
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the Shareholders.
Shareholders who, alone or together with others, hold a total of at least 2.5% of the share capital at the time of submission of the list (shareholding also established by Consob with Executive Resolution no. 155 of 27.01.2026, in accordance with current laws and regulations) are entitled to submit lists.
Each shareholder, the shareholders adhering to a shareholders' agreement relating to the relevant Company pursuant to Article 122 of Legislative Decree no. 58/98, the parent company, the subsidiaries and those subject to common control and other parties between whom there is a relationship of connection, even indirect, pursuant to the applicable laws, including regulations, in force may not submit or participate in the presentation, not even through an intermediary or trust company, of more than one list, nor may different lists vote.
Each candidate may appear on only one list under penalty of ineligibility.
Each list shall bear the names, marked with a progressive number, of a number of candidates not exceeding the number of members to be elected.
Each slate containing a number of candidates not exceeding 7 (seven) must include and identify at least 1 (one) candidate with the independence requirements established in accordance with the applicable laws, including regulations, in force on the subject. Each slate containing a number of candidates exceeding 7 (seven) must include and identify at least 2 (two) candidates with the independence requirements established in accordance with the applicable laws, including regulations, in force on the subject.
Each list presenting a number of candidates equal to or greater than 3 (three) must also include candidates belonging to both genders, so that at least the minimum quota of candidates required by law belongs to the less represented gender, also regulatory, in force on the subject (equal to two-fifths, rounded up).
The lists submitted by the Shareholders must be filed at the Company's registered office (for the attention of the General Counsel), sending them by transmission to the following certified e-mail address: [email protected], by 3 April 2026 (the twenty-fifth day prior to the date of the Shareholders' Meeting).
The slates must be accompanied: (a) by information relating to the identity of the shareholders who submitted the slates, with an indication of the total percentage of the shareholding held, with the certification showing the ownership of such shareholding issued by an intermediary authorised in accordance with the law; (b) a declaration by shareholders other than those who hold, even jointly, a controlling or relative majority shareholding, certifying the absence of any connection relationship, even indirect, pursuant to the applicable law, including regulations, in force with the latter; (c) exhaustive information on the personal and professional characteristics of the candidates, with any indication of their suitability to qualify as independent directors pursuant to the applicable laws, including regulations, in force and/or pursuant to the Corporate Governance Code of listed companies to which LU-VE adheres (the "Corporate Governance Code"), as well as a declaration by the candidates certifying that they meet the requirements set out in the law, including regulations, in force and by the Articles of Association, including those of integrity and, where applicable, independence, and their acceptance of the candidacy and office, if elected; (d) any other or different statement, information and/or document required by the applicable laws, including regulations, in force.
The list for which the above rulings are not observed is considered not to have been submitted.
In preparing the slates, Shareholders are invited to take into consideration the
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recommendations made by the outgoing Board of Directors on its quantitative and qualitative composition deemed optimal, set out in the fourth item ("Appointment of the Board of Directors") of the Directors' Explanatory Report on the items on the agenda of the Shareholders' Meeting prepared pursuant to art. 125-ter of Legislative Decree no. 58/98 and articles 73 and 84-ter of Consob Regulation no. 11971/1999 (the "Directors' Explanatory Report"), available on the Company's website (see Consob Regulation). infra). Shareholders are also invited to consult and take into account the "Diversity policies for the members of the corporate bodies of LU-VE S.p.A." adopted by the Board of Directors on 28 February 2020 and subsequently amended, most recently, on 19 February 2026 (available on the Company's website at www.luvegroup.com, section "Investors" - "Corporate Governance and Shareholders" - "Codes of Conduct & Corporate Documents" - "Corporate Documents").
Board of Statutory Auditors
With reference to the fifth item on the agenda, it should be noted that the appointment of the Statutory Auditors – three standing Auditors, including the Chairman of the Board of Statutory Auditors, and two alternate Auditors – is governed by Article 22 et seq. of the Articles of Association and by the laws, including regulations, in force.
The minority is entitled to elect the Chairman of the Board of Statutory Auditors and an alternate Auditor.
Shareholders who, alone or together with others, at the time of submission of the list hold a total of at least 2.5% of the share capital (shareholding also established by Consob with Executive Resolution no. 155 of 27.01.2026, in accordance with current laws and regulations) are entitled to submit lists.
Each shareholder, the shareholders adhering to a shareholders' agreement relating to the relevant Company pursuant to Article 122 of Legislative Decree no. 58/98, the parent company, the subsidiaries and those subject to common control and other parties between whom there is a relationship of connection, even indirect, pursuant to the applicable laws, including regulations, in force may not submit or participate in the presentation, not even through an intermediary or trust company, of more than one list, nor may different lists vote.
Each list shall bear the names, marked with a progressive number, of a number of candidates not exceeding the number of members to be elected. The lists are divided into two sections: one for the candidates for the office of Standing Auditor, the other for the candidates for the office of Alternate Auditor. The first of the candidates in each section must be registered in the register of statutory auditors and have exercised legal audit activities for a period of not less than 3 (three) years. The other candidates, if they do not meet the requirements provided for in the immediately preceding period, must meet the other professional requirements provided for by the legislation, including regulations, in force.
Each slate that contains – considering both sections present – a number of candidates equal to or greater than 3 (three) must also include candidates belonging to both genders, so that at least the minimum quota required by the laws, including regulations, in force on the subject (equal to two-fifths, rounded down) of candidates for the office of Standing Auditor and at least one candidate for the office of Alternate Auditor (if the slate also includes candidates for the office of alternate auditor). Therefore, in compliance with the Bylaws and the provisions of the law currently in force, Shareholders who intend to submit a list consisting of a number of candidates equal to or greater than three are required to include in said list at least one candidate for the office of Standing Auditor and one candidate for the office of Alternate Auditor belonging to the less represented gender.
The lists presented by the Shareholders must be filed at the Company's registered
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office (for the attention of the General Counsel) by sending them by transmission to the following certified e-mail address: [email protected], by 3 April 2026 (the twenty-fifth day prior to the date of the Shareholders' Meeting).
The slates must be accompanied: (a) by information relating to the identity of the shareholders who submitted the slates, with an indication of the total percentage of the shareholding held, with the certification showing the ownership of such shareholding issued by an intermediary authorised in accordance with the law; (b) a declaration by shareholders other than those who hold, even jointly, a controlling or relative majority shareholding, certifying the absence of any connection relationship, even indirect, pursuant to the applicable law, including regulations, in force with the latter; (c) exhaustive information on the personal and professional characteristics of the candidates, with an indication of the positions of administration and control held in other companies, as well as a declaration by the candidates themselves certifying that they meet the requirements, including those of integrity, professionalism, independence and relating to the accumulation of offices, provided for by the law, including regulations, in force and by these Articles of Association and their acceptance of the candidacy and of the office, if elected; any other or different declaration, information and/or document required by the applicable laws, including regulations, in force. In compliance with the requirements of art. 144-sexies, paragraph 4, letter b) of the Regulation referred to in Consob Resolution no. 11971/1999 and subsequent amendments and additions (the "Issuers' Regulation"), the minority lists must also be accompanied by the declaration of the presenting Shareholders certifying the absence of affiliations provided for by art. 144-quinquies of the Issuers' Regulation, taking into account the recommendations in this regard by Consob in Communication no. DEM/9017893 of 2 February 2009.
It should be noted that, pursuant to art. 22, paragraph 4 of the Articles of Association, those who do not meet the requirements of integrity, professionalism, independence and relating to the limit of the accumulation of offices provided for by the laws, including regulations, in force may not be elected as Statutory Auditors. For the purposes of Article 1, paragraph 2, letters b) and c) of the Decree of the Minister of Justice no. 162 of 30 March 2000, as subsequently amended and supplemented, matters relating to commercial law, corporate law, tax law, business economics, corporate finance, disciplines having similar or similar objects are considered strictly pertinent to the Company's field of activity. as well as the matters and sectors inherent to the sector of activity carried out by the Company and referred to in Article 2 of the Articles of Association.
Each candidate may appear on only one list under penalty of ineligibility.
Slates submitted without complying with the above provisions shall be deemed not to have been submitted.
It should be noted that the Corporate Governance Code to which the Company adheres recommends, among other things, that the Statutory Auditors meet the independence requirements required to qualify as independent directors pursuant to the Code itself. In this regard, please refer to the fifth item ("Appointment of the Board of Statutory Auditors for the three-year period 2026/2028") of the Directors' Explanatory Report. Shareholders are therefore invited to take the above into account and to accompany the applications submitted with the respective declaration, made by each interested party under their own responsibility, certifying their suitability to qualify as independent also pursuant to the Corporate Governance Code.
In addition, for the purposes of preparing the lists, Shareholders are invited to take into consideration the "Guidelines of the Board of Statutory Auditors of LU-VE S.p.A. to the Shareholders on the composition of the new Board of Statutory Auditors", formulated by the outgoing Board of Statutory Auditors in accordance with the "Rules of conduct
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of the Board of Statutory Auditors of listed companies" issued by the National Council of Chartered Accountants and Accounting Experts in December 2024 (published as an annex to the Directors' Explanatory Report), as well as the aforementioned "Policies on the diversity of the members of the corporate bodies of LU-VE S.p.A.".
In the event that, on the date of expiry of the deadline for the submission of slates (3 April 2026) only one slate has been filed, or only slates submitted by shareholders who are connected to each other pursuant to the applicable laws, including regulations, in force, slates may be submitted until 6 April 2026 (the third day following the date of expiry of the deadline for the submission of the slates). In this case, shareholders who, alone or together with other shareholders, hold a shareholding of at least 1.25% of the share capital are entitled to submit lists of candidates.
Shareholders who intend to submit slates of candidates in relation to the appointment of the Company's Board of Directors and Board of Statutory Auditors are recommended to prepare and file, together with the slates, proposals for Shareholders' Meeting resolutions on items 4.1, 4.2, 4.3, 4.4, 4.5, 5.1 and 5.2 on the agenda of the Shareholders' Meeting.
The certification issued by a qualified intermediary and proving ownership of the total number of shares held on the date of filing of the aforementioned lists may also be produced after their filing, provided that it is within the deadline set for the publication of the lists by the Company (7 April 2026).
In compliance with the terms indicated above, the aforementioned lists and a copy of the documentation required to accompany them may be filed at the Company's administrative headquarters (for the attention of the General Counsel) by sending them to the following certified e-mail address: [email protected].
In this regard, it is specified to send, together with the aforementioned documentation, information that allows the identification of the person filing the filing and a reference telephone number; this takes into account the provisions of Articles 144-sexies, paragraph 4-ter, and 144-octies of the Issuers' Regulation.
Finally, those who intend to submit the aforementioned lists are invited to comply with the recommendations made by Consob in Communication no. DEM/9017893 of 26.2.2009, regarding the connection between lists referred to in Article 147-ter, paragraph 3, of Legislative Decree No. 58/98 and Article 144-quinquies of the Issuers' Regulation, to the content of which reference is made.
Further information relating to the appointment of the Board of Directors and the Board of Statutory Auditors is contained in the Directors' Explanatory Report, to which reference should be made.
SHARE CAPITAL AND VOTING RIGHTS
Pursuant to Article 125-quarter, paragraph 1, letter c) of Legislative Decree no. 58/98, we hereby inform you that, as of today, the share capital (fully subscribed and paid-in) of LU-VE S.p.A. is equal to Euro 62,704,488.80 divided into no. 22,234,368 ordinary shares, all without par value (it should be noted that there are no categories of shares other than ordinary shares).
Each share gives the right to one vote at the Shareholders' Meeting, with the exception of the mechanisms for increasing voting rights governed by Article 6-bis of the Articles of Association.
The List of Significant Shareholders who have obtained the increased voting rights is available on the Company's website at www.luvegroup.com ("Investors" section -
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"Corporate governance & shareholders" - "Company" - "Share capital" - "Increased voting rights").
As of today, the LU-VE shares that have accrued the right to increased voting rights pursuant to Article 127-quinquies of Legislative Decree No. 58/98 and Article 6-bis of the Articles of Association are equal to no. 12.976.554; therefore, the total number of voting rights exercisable at the Shareholders' Meeting on that date is 35,210,922.
It should also be noted that, as of today, the Company holds 28,027 treasury shares representing 0.1261% of the ordinary share capital and 0.0796% of the share capital with voting rights, the voting of which is suspended pursuant to Article 2357-ter, paragraph 2, of the Italian Civil Code.
INFORMATION DOCUMENTATION
The documentation relating to the items on the agenda of the Shareholders' Meeting provided for by the laws, including regulations, in force, will be made available to the public, within the terms of law and regulations, at the Company's administrative headquarters in Uboldo (VA), via Caduti della Liberazione no. 53 and on the Company's website www.luvegroup.com (section "Investors" - "Corporate governance & shareholders" - "For shareholders" - "Shareholders' Meeting" - "Shareholders' Meeting 28 April 2026"), as well as on the authorised storage mechanism called eMarket Storage available at the internet address www.emarketstorage.com.
Shareholders and other persons entitled to attend the Shareholders' Meeting have the right to obtain a copy by sending a copy to the following certified e-mail address: [email protected].
In particular, the following will be made available to the public:
- today: the Directors' Explanatory Report (relating to all the items on the agenda of the Shareholders' Meeting, also including the resolution proposals on items 1, 2, 3.1, 3.2 and 6 on the agenda of the Shareholders' Meeting, and accompanied, in attachment, by the "Guidelines of the Board of Statutory Auditors of LU-VE S.p.A. to the Shareholders on the composition of the new Board of Statutory Auditors");
- on 24 March 2026: the Annual Report on the remuneration policy and compensation paid, pursuant to Article 123-ter of Legislative Decree no. 58/98;
- on 30 March 2026: (i) the Annual Integrated Report for the year 2025 (including the Financial Statements and the Consolidated Financial Statements as at 31 December 2025, the Directors' Report on Operations, the Reports of the Board of Statutory Auditors and the Independent Auditors, the certifications of the Chief Executive Officer and the Responsible Manager pursuant to Article 154-bis, paragraphs 5 and 5-ter of Legislative Decree no. 58/98, as well as the Consolidated Sustainability Report pursuant to Legislative Decree no. 125/2024), and (ii) the Report on Corporate Governance and Ownership Structure relating to the financial year 2025,
- by 7 April 2026: the lists of candidates for the appointment of the Board of Directors and the Board of Statutory Auditors to be submitted by the Shareholders (including the resolution proposals on items 4.1, 4.2, 4.3, 4.4, 4.5, 5.1 and 5.2 on the agenda of the Shareholders' Meeting);
- on 13 April 2026, the documentation referred to in Article 77, paragraph 2-bis of the Issuers' Regulation and Article 15, paragraph 1, letter a) of the Market Regulation adopted by Consob resolution no. 20249 of 28 December 2017 as subsequently amended, with the warning that such documentation will be filed only at the Company's administrative headquarters. Shareholders and other persons entitled to attend the Shareholders' Meeting who wish to access the Shareholders' Meeting have the right to request it at the following certified e-mail address: [email protected].
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The Articles of Association and the Shareholders' Meeting Regulations are available on the Company's website at www.luvegroup.com ("Investors" section - "Corporate Governance & Shareholders" - "Codes of Conduct & Corporate Documents" - "Corporate Documents").
The additional documentation required by the laws, including regulations, in force, including the minutes of the shareholders' meeting, will be published in the manner and within the terms of the law and regulations.
It should be noted that information on the Shareholders' Meeting and participation in the same, also with reference to the provisions of Article 125-quarter of Legislative Decree no. 58/98, is in any case published on the Company's website at the address www.luvegroup.com (section "Investors" - "Corporate governance & shareholders" - "For shareholders" - "Shareholders' Meeting" - "Shareholders' Meeting 28 April 2026").
Uboldo (VA), 19 March 2026
For the Board of Directors
The Chairman and Chief Executive Officer
Dr. Matteo Liberali
(Notice published on 19 March 2026 on the Company's website www.luvegroup.com, section "Investors" - "Corporate governance & shareholders" - "For shareholders" - "Shareholders' meeting" - "Shareholders' meeting 28 April 2026", on the authorised storage mechanism eMarket Storage www.emarketstorage.com as well as the 20 March 2026 for excerpt in the newspaper "Il Sole 24 ORE").
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| Fine Comunicato n.20073-14-2026 | Numero di Pagine: 12 |
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