AI assistant
Marzocchi Pompe — Proxy Solicitation & Information Statement 2026
Apr 13, 2026
4444_rns_2026-04-13_1cd6e3e3-d82b-4d25-9c16-5561f1ddcc65.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
MARZOCCHI POMPE HIGH PRESSURE GEAR PUMPS
INFO QUOTA E DIRETTE
PRESS RELEASE
MARZOCCHI POMPE: PUBLICATION OF NOTICE OF CALL OF ORDINARY SHAREHOLDERS' MEETING ON 29 APRIL 2026 IN FIRST CALL
Bologna, 13 April 2026 - Marzocchi Pompe S.p.A. (EGM:MARP), a leading company in the design, manufacturing, and marketing of high-performance gear pumps and motors, announces that today's notice of call of the Ordinary Shareholders' Meeting has been published on its website www.marzocchipompe.com (Investor Relations – Assemblee degli azionisti section), on the website of Borsa Italiana S.p.A. (Azioni – Documenti section), as well as by excerpt in the daily newspaper "Italia Oggi".
NOTICE OF CALL OF ORDINARY SHAREHOLDERS' MEETING
The Shareholders' Meeting of Marzocchi Pompe S.p.A. ("MP" or the "Company") is convened, in ordinary session, on 29 April 2026, in first call, at 11:00 a.m., and, if necessary, in second call, on 4 May 2026, at 11:00 a.m., and is deemed to be held at the Company's registered office in Zola Predosa (BO), Via A. Grazia 2, to discuss and resolve on the following
AGENDA
- Review and approval of the Company's financial statements at 31 December 2025, presentation of the Directors' Report on Operations, the Board of Statutory Auditors' Report and the Independent Auditors' Report, the presentation of the Group's consolidated financial statements at 31 December 2025: related and consequent resolutions.
- Coverage of loss for the year: related and consequent resolutions.
- Proposed distribution of an ordinary dividend for stock exchange purposes: related and consequent resolutions.
- Authorization to purchase and dispose of treasury shares pursuant to Articles 2357 and 2357-ter of the Civil Code: related and consequent resolutions.
The Company has decided to use the option granted by Article 18 of the Company's Bylaws ("Bylaws"), providing that attendance at the Shareholders' Meeting and the exercise of voting rights shall take place exclusively through the representative appointed by the Company ("Appointed Representative") pursuant to Article 135-undecies of Legislative Decree 58 of 24 February 1998 ("TUF"), as widely disclosed on the Company website at www.marzocchipompe.com - Investor relations/Assemblee degli azionisti section, and in the following section "Representation at the Shareholders' Meeting and Appointed Representative".
MARZOCCHI POMPE S.P.A. – Direzione e Coordinamento di ABBEY ROAD S.R.L.
Via A. Grazia, 2 – 40069 Zola Predosa (Bo) Italy – Tel (+39) 051/6137511 Fax (+39) 051/592083
Nr. M. Bo 047739 – N.REA 422251 – Registro Imprese /Cod. Fisc. 03285900969 – P.IVA IT 03285900969 – C.S. Euro 6.538.750,00 i.v.
e-mail: [email protected] - Web: www.marzocchipompe.com
MARZOCCHIPOMPE HIGH PRESSURE GEAR PUMPS
The Appointed Representative may also be granted proxies or sub-delegations pursuant to Article 135-novies of the TUF, by way of derogation from Article 135-undecies, paragraph 4, of the TUF, in the manner specified below.
Attendance at the Shareholders' Meeting by authorized persons (the Chairman, the Chief Executive Officer, the Chairman of the Board of Statutory Auditors, the other members of the Corporate Bodies, the Secretary, the Appointed Representative, the Independent Auditors and/or employees and/or associates authorized for this purpose by the Chairman) may also, or exclusively, take place by means of telecommunication enabling their identification, in the manner individually communicated to them, in compliance with the regulatory provisions applicable in such case, without the need for the Chairman and the Secretary to be in the same place.
The manner in which the Shareholders' Meeting is held may be supplemented and/or amended. Any changes shall be promptly disclosed in the same manner provided for publication of the Notice of Call and/or, in any event, through the information channels provided by the regulations in force.
SHARE CAPITAL
At the date of this Notice of Call, MP's share capital amounts to € 6,538,750 and is divided into no. 6,538,750 ordinary shares, all without par value.
Each ordinary share grants the right to one vote at the Company's ordinary and extraordinary shareholders' meetings, except for treasury shares.
At the date of this Notice of Call (13 April 2026), the Company holds no. 161,250 treasury shares, equal to 2.466% of the share capital.
ENTITLEMENT TO ATTEND AND VOTE AT THE SHAREHOLDERS' MEETING
Pursuant to the law and the Bylaws, entitlement to attend the Shareholders' Meeting and exercise voting rights - which may be exercised exclusively through the Appointed Representative - is certified by a communication to the Company made, at the request of the person entitled thereto, by the authorized intermediary maintaining the accounts on which the shares of Marzocchi Pompe S.p.A. are recorded in favour of the person entitled to vote, on the basis of the intermediary's accounting records at the end of the accounting day of the seventh trading day before the date set for the Shareholders' Meeting in first call (i.e., 20 April 2026 - record date).
Credit and debit entries made to the accounts after that deadline are irrelevant for purposes of entitlement to exercise voting rights at the Shareholders' Meeting and, therefore, persons who become holders of the Company's shares only after the above date (i.e., after 20 April 2026) shall not be entitled to vote at the Shareholders' Meeting through the Appointed Representative.
The above communication by the intermediary shall be received by the Company by the end of the third trading day before the date set for the Shareholders' Meeting in first call (i.e., 24 April 2026).
Entitlement to attend and vote - exclusively through the Appointed Representative - shall remain unaffected if the communication is received by the Company after that deadline, provided that it is received before the start of the meeting proceedings.
Please note that the communication to the Company is made by the intermediary at the request of the person entitled to vote.
MARZOCCHI POMPE S.P.A.- Direzione e Coordinamento di ABBEY ROAD S.R.L.
Via A. Grazia, 2 - 40069 Zola Predosa (Bo) Italy - Tel (+39) 051/6137511 Fax (+39) 051/592083
Nr. M. Bo 047739 - N.REA 422251 - Registro Imprese /Cod. Fisc. 03285900969 - P.IVA IT 03285900969 - C.S. Euro 6.538.750,00 i.v.
e-mail: [email protected] - Web: www.marzocchipompe.com
MARZOCCHIPOMPE HIGH PRESSURE GEAR PUMPS
REPRESENTATION AT THE SHAREHOLDERS' MEETING AND THE APPOINTED REPRESENTATIVE
Each person entitled to attend and vote at the Shareholders' Meeting shall be represented through the Appointed Representative by means of a written proxy in accordance with the applicable provisions of law.
For the Shareholders' Meeting referred to in this Notice of Call, the Company has appointed as Appointed Representative pursuant to Article 135-undecies of the TUF Studio Legale Trevisan & Associati, with registered office in Viale Majno 45, 20122 - Milan, in the person of Dario Trevisan or his substitutes in the event of impediment, who may be granted written proxy, alternatively pursuant to Article 135-undecies of the TUF or Article 135-novies of the TUF, free of charge for the proxy giver (except for any postage costs), with voting instructions on all or some of the proposals on the Agenda. The proxy is effective only for proposals in relation to which voting instructions are given.
The proxy to the Appointed Representative pursuant to Article 135-undecies of the TUF shall be granted by signing the specific Proxy Form to the Appointed Representative made available, together with the relevant instructions for completion and transmission, at the Company's registered office and on the Company website www.marzocchipompe.com - Investor relations / Assemblee degli azionisti section, and on the website of Borsa Italiana S.p.A. www.borsaitaliana.it - Azioni / Documenti section, contain voting instructions on all or some of the proposals on the Agenda, together with a copy of a currently valid identity document of the proxy giver, and, if the proxy giver is a legal person, a copy of a currently valid identity document of the legal representative pro tempore, or of other person vested with appropriate powers, together with appropriate documentation attesting to such capacity and powers (copy of Chamber of Commerce extract or similar), and shall be received, in original, by courier or registered letter with return receipt, at the address:
Studio Legale Trevisan & Associati,
Viale Majno 45,
20122 - Milan
(Ref. "MARZOCCHI POMPE Proxy Shareholders' Meeting 2026"),
by the end of the second trading day before the date set for the Shareholders' Meeting (i.e., if the Shareholders' Meeting is held in first call, by 11:59 p.m. on 27 April 2026 or, if the Shareholders' Meeting is held in second call, by 11:59 p.m. on 29 April 2026). Without prejudice to sending the proxy in original, complete with voting instructions, it may also be notified electronically to the certified e-mail address: [email protected]. Sending the proxy, signed with an electronic signature or ature pursuant to the applicable regulations, to the above certified e-mail address satisfies the written-form requirement.
Proxies and voting instructions granted to the Appointed Representative pursuant to Article 135-undecies of the TUF may be revoked by the end of the second trading day before the date set for the Shareholders' Meeting (i.e., if the Shareholders' Meeting is held in first call, by 11:59 p.m. on 27 April 2026, or by 11:59 p.m. on 29 April 2026, if the Shareholders' Meeting is held in second call), in the same manner provided for granting them.
It should be noted that the shares for which a proxy has been granted, even partly, are counted for purposes of the valid establishment of the Shareholders' Meeting; with regard to proposals for which voting instructions have not been granted, the shares are not counted for purposes of calculating the majority and the share of capital required for approval of the resolutions.
Those who do not intend to use the proxies pursuant to Article 135-undecies of the TUF may grant proxies and/or sub-delegations to the Appointed Representative pursuant to Article 135-novies of the TUF, by way of derogation from Article 135-undecies, paragraph 4, of the TUF, which, together with the relevant written voting instructions, a copy of a currently valid identity document of the proxy giver and, if the proxy giver is a legal person, a copy of a currently valid identity document of the
MARZOCCHI POMPE S.P.A.- Direzione e Coordinamento di ABBEY ROAD S.R.L.
Via A. Grazia, 2 - 40069 Zola Predosa (Bo) Italy - Tel (+39) 051/6137511 Fax (+39) 051/592083
Nr. M. Bo 047739 - N.REA 422251 - Registro Imprese /Cod. Fisc. 03285900969 - P.IVA IT 03285900969 - C.S. Euro 6.538.750,00 i.v.
e-mail: [email protected] - Web: www.marzocchipompe.com
MARZOCCHIPOMPE HIGH PRESSURE GEAR PUMPS
legal representative pro tempore, or of other person vested with appropriate powers, together with appropriate documentation attesting to such capacity and powers (copy of Chamber of Commerce extract or similar), shall be received by 12:00 noon on 28 April 2026, if the Shareholders' Meeting is held in first call, or on 1 May 2026, if the Shareholders' Meeting is held in second call (it being understood that the Appointed Representative may accept proxies and/or sub-delegations and/or voting instructions even after the above deadline, provided that this occurs before the start of the meeting proceedings):
(i) to the Company, by mail, at the following address: Via A. Grazia 2, 40069 - Zola Predosa (BO), or by certified e-mail, at: [email protected]., or, alternatively
(ii) to Studio Legale Trevisan & Associati, by mail at the following address: Viale Majno 45, 20122 - Milan, or by certified e-mail, to the address: [email protected] or by ordinary e-mail, at: [email protected].
Proxies and voting instructions granted to the Appointed Representative pursuant to Article 135-novies of the TUF may be revoked within the same deadline (i.e., by 12:00 noon on 28 April 2026, if the Shareholders' Meeting is held in first call, or on 1 May 2026, if the Shareholders' Meeting is held in second call), in the same manner provided for granting them.
Further information, including information on the rules applicable to the institution of the Appointed Representative, is available on the Company website at www.marzocchipompe.com – Investor relations / Assemblee degli azionisti section.
Additionally, for any clarifications regarding the granting of proxy to the Appointed Representative (and, in particular, regarding completion of the proxy form and voting instructions and their transmission), the Appointed Representative may be contacted at the above addresses and/or at the following toll-free no.: 800 134 679 (on business days and during business hours).
There are no procedures for voting by mail or by electronic means in connection with the Shareholders' Meeting.
SHAREHOLDERS' RIGHT TO SUBMIT QUESTIONS ON AGENDA ITEMS
Pursuant to Article 17.4 of the current Bylaws, persons entitled to vote may submit questions on the items on the Agenda even before the Shareholders' Meeting by sending them to the Company within 5 (five) trading days prior to the date set for the Shareholders' Meeting in first call (i.e., by 22 April 2026).
Questions may be submitted: (i) by registered letter with return receipt, to be sent to the Company's registered office; (ii) by certified e-mail, to the address: [email protected]. Questions shall be accompanied by the communication sent by the intermediary to the Company certifying entitlement to exercise voting rights.
Questions received within the deadline shall be answered no later than during the Shareholders' Meeting, and the Company may provide a single reply to questions having the same content.
ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW PROPOSED RESOLUTIONS
Pursuant to Article 17.3 of the current Bylaws, Shareholders who, individually or jointly, represent at least 10% of the share capital may request, within 5 (five) days from publication of this Notice of Call, additions to the list of items to be discussed at the Meeting, indicating in the request the additional proposed items, or submit proposed resolutions on items already on the Agenda. No additions are permitted with regard to items on which the Shareholders' Meeting resolves, in accordance with the
MARZOCCHI POMPE S.P.A.- Direzione e Coordinamento di ABBEY ROAD S.R.L.
Via A. Grazia, 2 - 40069 Zola Predosa (Bo) Italy - Tel (+39) 051/6137511 Fax (+39) 051/592083
Nr. M. Bo 047739 - N.REA 422251 - Registro Imprese /Cod. Fisc. 03285900969 - P.IVA IT 03285900969 - C.S. Euro 6.538.750,00 i.v.
e-mail: [email protected] - Web: www.marzocchipompe.com
MARZOCCHIPOMPE HIGH PRESSURE GEAR PUMPS
provisions in force, upon proposal of the Board of Directors or on the basis of a draft or report prepared by the Board of Directors, other than those referred to under items already on the Agenda. Requests, together with the communication made by the authorized intermediary certifying ownership of the investment and the report setting out the reasons for the request or proposal, shall be submitted in writing to the registered office by registered letter with return receipt or by certified e-mail, to the address: [email protected].
Any additions to the Agenda, or submission of proposed resolutions on items already on the Agenda, shall be announced at least seven days before the date set for the Shareholders' Meeting, in the same manner as publication of this Notice of Call, in order to allow persons entitled to vote to express themselves in an informed manner also taking account of such new proposals and to allow the Appointed Representative to collect any related voting instructions.
At the same time, the reports prepared by the requesting parties for the additions and/or the further proposed resolutions submitted, together with any assessments of the Board of Directors, shall be made available to the public in the same manner as the documents relating to the Shareholders' Meeting. In any event, each person entitled to vote may individually submit proposed resolutions to the Shareholders' Meeting by ensuring that they are received by 18 April 2026 in the same manner set out above.
For the purposes of the foregoing, the Company reserves the right to verify the relevance of the proposals to the items on the Agenda, their completeness and compliance with the applicable regulations, as well as the legitimacy of the persons submitting them.
DOCUMENTATION
Concurrent to the publication of this Notice of Call, the following are made available to the public at the Company's registered office, on the Company website at www.marzocchipompe.com, as well as on the website www.borsaitaliana.it: (i) the proxy form to the Appointed Representative pursuant to Article 135-undecies of the TUF; (ii) the proxy form; and (iii) the sub-delegation form to the Appointed Representative pursuant to Article 135-novies of the TUF.
Further documentation relating to the Shareholders' Meeting - including the explanatory reports on the items on the Agenda and the related proposed resolutions - shall be made available to the public, within the time limits prescribed by the applicable regulations, at the registered office, on the Company website at www.marzocchipompe.com and on the website www.borsaitaliana.it.
Considering the Company's shareholder base, the Shareholders' Meeting is expected at this time to be duly constituted and able to pass resolutions in first call on 29 April 2026 at 11:00 a.m.
This Notice of Call is published on the Company website at www.marzocchipompe.com, on the website of Borsa Italiana S.p.A. at www.borsaitaliana.it, as well as, by excerpt, in the daily newspaper "ItaliaOggi".
This press release is available on www.marzocchipompe.com and on the authorized storage mechanism .
MARZOCCHI POMPE S.P.A.- Direzione e Coordinamento di ABBEY ROAD S.R.L.
Via A. Grazia, 2 - 40069 Zola Predosa (Bo) Italy - Tel (+39) 051/6137511 Fax (+39) 051/592083
Nr. M. Bo 047739 - N.REA 422251 - Registro Imprese /Cod. Fisc. 03285900969 - P.IVA IT 03285900969 - C.S. Euro 6.538.750,00 i.v.
e-mail: [email protected] - Web: www.marzocchipompe.com
MARZOCCHIPOMPE HIGH PRESSURE GEAR PUMPS
Marzocchi Pompe S.p.A.
Marzocchi Pompe is a leading company in the design, manufacturing and marketing of high-performance gear pumps and motors, used across a range of sectors including industrial, mobile, and automotive applications. Founded in 1949, the company is majority-owned by the Marzocchi family, represented within the organization by Paolo Marzocchi as Chairman and his son Carlo as Vice Chairman. The shareholder base also includes CEO Gabriele Bonfiglioli along with another manager. Production is made entirely in Italy at the two sites in Casalecchio di Reno (BO) and Zola Predosa (BO). Marzocchi Pompe operates in over 50 countries through a global distribution network.
Contacts
Marzocchi Pompe S.p.A.
Gabriele Bonfiglioli, CEO & IR [email protected]
Intestrae SIM S.p.A. – Euronext Growth Advisor
Francesco D'Antonio [email protected]
Dario Gancitano [email protected]
Beatrice Bussoli [email protected]
CDR Communication – Investor Relations and Media Relations
Paola Buratti (IR) [email protected]
Martina Zuccherini (Media) [email protected]
MARZOCCHI POMPE S.P.A. – Direzione e Coordinamento di ABBEY ROAD S.R.L.
Via A. Grazia, 2 – 40069 Zola Predosa (Bo) Italy – Tel (+39) 051/6137511 Fax (+39) 051/592083
Nr. M. Bo 047739 – N.REA 422251 – Registro Imprese /Cod. Fisc. 03285900969 – P.IVA IT 03285900969 – C.S. Euro 6.538.750,00 i.v.
e-mail: [email protected] - Web: www.marzocchipompe.com