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Newprinces SpA — Proxy Solicitation & Information Statement 2026
Mar 16, 2026
4318_rns_2026-03-16_7dec4531-63f5-4ed6-916c-b36657bfeff9.pdf
Proxy Solicitation & Information Statement
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VAT
NEWPRINCES GROUP
Teleborsa: distribution
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VAT
NEW PRINCES GROUP
Teleborsa: distribution
newprincessp.A.
Headquarters Via J. F. Kennedy, 16 - 42124 Reggio Emilia
Telephone: 0522.7901 • Fax: 0522.790266
Share capital: €43,935,050.00 fully paid up • REA of RE no. 277595 • VAT no. and T.C.: 00183410653
company subject to management and coordination by Newlat Group S.A. pursuant to articles 2497 et seq. of the Italian Civil Code
members of the corporate bodies, the secretary and the designated representative, as well as any other persons authorised by the Chairman of the Board of Directors, may attend the General Meeting also, or exclusively, by means of telecommunications that allow the Chairman to identify and verify the eligibility of attendees, to manage the conduct of the meeting, to ascertain and announce voting results, that allow the Secretary to adequately follow the meeting events to be recorded in the minutes, and that allow attendees to participate in the discussion and simultaneous voting on agenda items and to view, receive or transmit documents.
Information on the share capital as at the date of the notice of meeting
The subscribed and paid-up share capital amounts to €43,935,050.00, divided into 43,935,050 ordinary shares with no par value, all of which carry voting rights, with the exception of treasury shares, for which voting rights are suspended.
Each share carries one vote or two votes pursuant to Article 6, paragraph 9, of the Articles of Association, subject to the administrative body's confirmation of such entitlement.
Eligibility to attend the Shareholders' Meeting
Eligibility to attend the Shareholders' Meeting and to exercise voting rights – which may only be exercised through a designated representative – is certified by a notification issued by an authorised intermediary pursuant to Article 83-sexies of the Consolidated Law on Finance (TUF) in favour of the person entitled to vote, based on records as at the close of business on Thursday 16 April 2026 (record date), the seventh trading day preceding the date set for the Shareholders' Meeting in first call. Those who become shareholders only after that date will not be entitled to attend and vote at the Shareholders' Meeting.
The intermediary's notification must be received by the Company by the end of the third trading day preceding the date set for the Shareholders' Meeting in first call and, therefore, by 22 April 2026. However, the right to attend and vote remains unaffected if notifications are received by the Company after the aforementioned deadline, provided they are received before the start of the Shareholders' Meeting.
Attendance at the General Meeting and Granting of Proxy to the Shareholders' Representative
Those entitled to vote may attend the Shareholders' Meeting exclusively through Studio Segre S.r.l., located at Via Valeggio 41 - 10129 Turin, as the Representative Designated by the Company pursuant to Article 10 of the Articles of Association and Article 135-undecies.1 of the Consolidated Law on Finance. The proxy must be granted by signing and submitting the appropriate form to the Designated Representative by sending it by registered post with return receipt to Studio Segre S.r.l. in Turin, Via Valeggio no. 41, or via Certified Email to the address [email protected] (which is also authorised to receive emails from standard email accounts) by the end of the second trading day preceding the date set for the Shareholders' Meeting, including in second call
DELVERDE
Pezzullo
Manolina
Birkel
MI NU TO
DELVERDE
P PRESS
CENTRALE del latte
GIGLIO DI SISTEMA
CROSSE BLACKWELL
VAT
NEW PRINCES GROUP
Teleborsa: distribution
newprincess.s.p.A.
Headquarters Via J. F. Kennedy, 16 - 42124 Reggio Emilia
Telephone: 0522.7901 • Fax: 0522.790266
Share capital: €43,935,050.00 fully paid up • REA of RE no. 277595 • VAT no. and T.C.: 00183410653
company subject to management and coordination by Newlat Group S.A. pursuant to articles 2497 et seq. of the Italian Civil Code
(i.e. by 23 April 2026 and by 29 April 2026 respectively). The proxy shall have no effect in respect of proposals for which no voting instructions have been given. The proxy and voting instructions may be revoked within the same time limits within which they may be granted.
As provided for in Article 10 of the Articles of Association and Article 135-undecies.1 of the Consolidated Law on Finance (TUF), by way of derogation from Article 135-undecies(4) of the TUF, it is possible to grant a proxy to the Designated Representative also pursuant to Article 135-novies: in this case, in addition to the proxy form included at the end of the notice issued by the authorised intermediary, the proxy form published on the Company's website https://www.newprinces.it/it in the "Investor Relations" section may be used.
The proxy must be granted by sending it to the certified email address [email protected] (which is also authorised to receive emails from standard email accounts), together with voting instructions and a copy of a valid identity document of the person granting the proxy. This proxy must be received by 6.00 pm on the day before the Shareholders' Meeting (and in any event before the start of the meeting). Within the aforementioned deadline, the proxy and voting instructions may always be revoked in the manner described above.
The notification to the Company by the authorised intermediary, certifying the right to attend the Meeting, is also required in the event of a proxy being granted to the Company's Designated Representative: therefore, in the absence of such notification, the proxy shall be deemed invalid.
Questions on Agenda Items
Pursuant to Article 127-ter of the Consolidated Law on Finance, those entitled to vote may ask questions on the items on the agenda. Questions must be received by the Company by the end of the seventh trading day preceding the date set for the Shareholders' Meeting in first call (i.e. by 16 April 2026) by registered post with return receipt to the registered office address, by fax to 01132040297 or by certified email to [email protected] and must be accompanied by documentation proving the right to ask questions prior to the Shareholders' Meeting. Responses covering the same subject matter will be consolidated. The Company will provide a written response by 12.00 noon on 23 April 2026 by publishing it on the Company's website https://www.newprinces.it/it in the "Investor Relations" section.
Additions to the Agenda and Submission of New Proposed Resolutions
Shareholders representing, even jointly, at least one fortieth of the share capital, as evidenced by a specific notification/certification, may request, within ten days of the publication of this notice (i.e. by 26 March 2026) the addition of items to be discussed, indicating in the request the additional proposed items, or to submit proposals for resolutions on items already on the agenda by the fifteenth day prior to the date of the Shareholders' Meeting in first call (i.e., by 12 April 2026). It should also be noted that the addition of items to be discussed is not permitted for matters on which the Shareholders' Meeting, in accordance with the law, resolves on the proposal of the Directors or on the basis of a draft or report prepared by them, other than those
DELVERDE
2016 Pezzullo
Mapolina
AIOE
Birkel
MI NU TO
DELVERDE
2016 PENEZ
PONES
NAKED
2016
POLLIGIO
GIOVANNI
PAO
PAO
PAO
Central
del latte
GIGLIO
www.odcectivoli.it
CROSSE
BLACKWELL
VAT
NEW PRINCES GROUP
Teleborsa: distribution
new strictly prohibited
CERTIFIED
NewPrinces S.p.A.
Headquarters Via J. F. Kennedy, 16 - 42124 Reggio Emilia
Telephone: 0522.7901 • Fax: 0522.790266
Share capital: €43,935,050.00 fully paid up • REA of RE no. 277595 • VAT no. and T.C.: 00183410653
Company subject to management and coordination by Newlat Group S.A. pursuant to articles 2497 et seq. of the Italian Civil Code
referred to in Article 125-ter, paragraph 1, of the Consolidated Law on Finance. Requests must be submitted by registered post with return receipt to the registered office or via Certified Email to the address [email protected] and must be accompanied by a report on the matters proposed for discussion or by a draft resolution on the matter already included on the agenda, as well as by the communication/certification issued by an authorised intermediary proving the right to exercise the right. Any additions to the agenda will be notified, in the same manner as set out in this notice of meeting, at least fifteen days prior to the date set for the Shareholders' Meeting in first call (i.e. by 12 April 2026), by which date the report prepared by the proposing Shareholders will be made available to the public. Proposals for resolutions on matters already on the agenda will instead be notified by publication on the Company's website https://www.newprinces.it/it in the "Investor Relations" section, by 14 April 2026, so that holders of voting rights may review them for the purpose of granting proxies or sub-proxies to the Designated Representative.
In the event of alternative proposals for resolutions on items on the agenda compared to those put forward by the Board, the proposal of the administrative body will be put to the vote first (unless it is withdrawn) and, only if that proposal is rejected, will the Shareholders' proposals be put to the vote. Where such proposals are alternative to one another, they shall be put to the Meeting starting with the proposal submitted by the Shareholders representing the largest percentage of the share capital. Only if the proposal put to the vote first is rejected shall the next proposal in order of share capital represented be put to the vote, and so on.
Documentation.
The documentation required by current legislation relating to the items on the agenda, including, amongst other things, the full text of the proposed resolutions, will be made available to the public in accordance with the law at the registered office and on the website https://www.newprinces.it/it in the "Investor Relations" section. It will also be available on the authorised storage mechanism eMarket Storage at .
The Articles of Association are available on the website https://www.newprinces.it/it in the "Governance" section.
An extract of this notice of meeting will be published, pursuant to Article 125-bis of the Consolidated Law on Finance, in the daily newspaper Italia Oggi on 16 March 2026.
Reggio Emilia, 16 March 2026
On behalf of the Board of Directors
The Chairman
(Angelo Mastrolia)
DELVERDE
1
Pezzullo
Mapolina
BIRKEL
MI NU TO
DELVERDE
2
PRINCES
NAKED
OGGI
POLINGRIT
PINE
MATEKA
CENTRA DI GIGLIO
CENTRA DI GIGLIO
CROSSE BLACKWELL