Newprinces SpA — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

Informazione Regolamentata n. 2195-48-2025	Data/Ora Inizio Diffusione 28 Aprile 2025 10:56:51		Euronext Star Milan
Societa'	:	NEWLAT FOOD
Identificativo Informazione Regolamentata	:	204685
Utenza - referente		NEWLATN01 - Pisoni Veronica
Tipologia	:	REGEM; 3.1
Data/Ora Ricezione	:	28 Aprile 2025 10:56:51
Data/Ora Inizio Diffusione	:	28 Aprile 2025 10:56:51
Oggetto	:	Newlat Food - Extract of the notice of convocation
Testo del comunicato

Vedi allegato

NEWLAT FOOD S.P.A.

REGISTERED OFFICE IN REGGIO EMILIA – VIA J. F. KENNEDY, 16

SHARE CAPITAL €43,935,050.00 FULLY SUBSCRIBED AND PAID-IN

REGISTRATION IN THE REGGIO EMILIA COMPANY REGISTER NO. 277595 AND TAX ID AND VAT NUMBER 00183410653

COMPANY SUBJECT TO MANAGEMENT AND COORDINATION BY NEWLAT GROUP S.A.

PURSUANT TO ARTICLES 2497 ET SEQ. OF THE ITALIAN CIVIL CODE

EXTRACT OF THE NOTICE OF CONVOCATION OF EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING

The Extraordinary and Ordinary Shareholders' Meeting of Newlat Food S.p.A. is convened before the Notary Ciro de Vivo of Milan, with office in Milan, Via Sant'Andrea 19, on 28 April 2025, at 12 noon, on first call, and if necessary on second call on 5 May 2025 at the same place and time, exclusively by means of remote communication, to discuss and resolve on the following:

AGENDA

Extraordinary part

• 1. Amendments to the Articles of Association, namely:
  • 1.1 Change of name to NewPrinces S.p.A.
  • 1.2 Introduction of the rules for attending shareholders' meetings and exercising voting rights exclusively through the designated representative pursuant to Article 135-undecies.1 of Italian Legislative Decree no. 58/98 (TUF), as introduced by Italian Law no. 21/2024.
• 2. Amendments to the articles of association and specifically adoption of the one-tier administration and control model effective as from the end of the term of office of the corporate bodies to be appointed by the shareholders' meeting in ordinary session.

Ordinary part

• 1. Report on operations and financial statements as at 31 December 2024, report of the Board of Statutory Auditors. Related resolutions. Presentation of the consolidated financial statements as at 31 December 2024.
• 2. Allocation of the profit for the year. Related resolutions.
• 3. Report on the remuneration policy and on the remuneration paid pursuant to art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 (TUF):
  • 3.1 Binding vote on Section I.
  • 3.2 Advisory vote on Section II.
• 4. Appointment of the Board of Directors for the financial years 2025-2027 and determination of the remuneration:
  • 4.1 Determination of the number of members of the Board of Directors.
  • 4.2 Determination of the term of office of the Board of Directors.

• 4.3 Appointment of the members of the Board of Directors.
• 4.4 Appointment of the Chair of the Board of Directors.
• 4.5 Determination of remuneration.
• 5. Appointment of the Board of Statutory Auditors for the financial years 2025-2027 and determination of the relative emoluments:
  • 5.1 Appointment of Standing Statutory Auditors, including the Chair of the Board of Statutory Auditors, and Alternate Statutory Auditors.
  • 5.2 Determination of emoluments.
• 6. Authorisation to purchase and dispose of treasury shares, after revocation of the previous one. Related resolutions.

* * *

With regard to the right to ask questions about the items on the agenda pursuant to art. 127-ter of the TUF, note that they must be submitted to the Company by 15 April 2025.

The full text of the convocation notice, the explanatory reports and the documents submitted to the Shareholders' Meeting shall be available within the terms of the law on the Company's website at https://corporate.newlat.it/corporate-governance/assemblea-azionisti/.

The Company has decided to avail itself of the option offered by Article 106 of Italian Law-Decree no. 18/2020, converted by Italian Law no. 27/2020 and as last extended until 31 December 2025, providing that Shareholders may only participate in the Shareholders' Meeting through a designated representative that proxies may be granted to pursuant to Articles 135-novies and 135-undecies of the TUF. All persons entitled or otherwise authorised to attend the Shareholders' Meeting may attend by means of teleconference without the need for the chair, the secretary or the notary to be in the same place.

The Company reserves the right to supplement and/or amend the content of this notice in accordance with any subsequent legal and/or regulatory provisions. Any changes, updates or clarifications of the information contained in the convocation notice will be made promptly available through the Company's website at https://corporate.newlat.it/corporate-governance/assemblea-azionisti/ and in the other manners envisaged by law.

Reggio Emilia, 18 March 2025

For the Board of Directors The Chair (Angelo Mastrolia)