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Pharmanutra Proxy Solicitation & Information Statement 2026

Apr 6, 2026

4324_rns_2026-04-06_bd491460-1205-4c0b-9092-d8b73b7b93fc.pdf

Proxy Solicitation & Information Statement

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CERTIFIED

ALH SRL

Via Mercanti, 8

56127 Pisa (PI)

C.F. and P.I. 02426260507

Dear

Pharmanutra S.p.A.

Via Campodavela, 1

56122 - Pisa

By certified e-mail to the address [email protected]

ORDINARY SHAREHOLDERS' MEETING OF PHARMANUTRA S.P.A.

OF 27 APRIL 2026:

PROPOSALS FOR RESOLUTIONS FUNCTIONAL TO THE

APPOINTMENT OF THE BOARD OF DIRECTORS

Dear Sirs,

the undersigned ALH S.r.l., with registered office in Pisa, Via Mercanti n. 8, Tax Code, VAT number and registration number in the Register of Companies of Pisa 02426260507, holder of a total of n. 3,038,334 ordinary shares of Pharmanutra S.p.A. ("PHN" or the "Company"), equal to 31.384% of its share capital,

  • with reference to item 3 on the agenda "Appointment of the Board of Directors: 3.1 Determination of the number of members of the Board of Directors. 3.2 Determination of the term of office of the Board of Directors. 3.3 Appointment of the members of the Board of Directors. 3.4 Determination of the remuneration of the members of the Board of Directors" of the Ordinary Shareholders' Meeting of the Company, convened for 27 April 2026, in a single call, at 3.00 p.m., exclusively by means of telecommunications;
  • following the list for the appointment of the administrative body of PHN filed with the Company;
  • Having regard to Arts. 13 and 14 of PHN's Articles of Association;
  • taking into account what: (i) is required by the Corporate Governance Code of listed companies to which the Company adheres; and (ii) represented in the document entitled "Guidelines of the Board of Directors of Pharmanutra S.p.A. to shareholders on the future size and composition of the new Board of Directors", approved by the Company's Board of Directors on 23 February 2026 and published on the Company's website (www.pharmanutragroup.com), containing the outgoing Board of Directors' guidelines on the managerial and professional profiles and skills deemed necessary for the optimal composition of the future PHN Board of Directors,

PRESENTS

  1. the following resolution proposals relating to the appointment of the members of the Company's Board of Directors:
  2. Proposal regarding the determination of the number of members of the Board of Directors (item 3.1 on the agenda):

CERTIFIED

ALH SRL

Via Mercanti, 8

56127 Pisa (PI)

C.F. and P.I. 02426260507

The writer proposes to set the number of members of the Company's Board of Directors at 9.

Proposal regarding the determination of the term of office of the Board of Directors (item 3.2 on the agenda):

The undersigned proposes to determine the term of office of the new directors in 3 (three) financial years and therefore expiring on the date of the Company's Shareholders' Meeting called to approve the financial statements as at 31 December 2028.

The undersigned requests PHN to provide for the publication of this document in the manner required by law.

Pisa, 25/03/2026

ALH S.r.l.

(Andrea Lacorte, Sole Director)