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Rai Way Proxy Solicitation & Information Statement 2026

Mar 18, 2026

4506_rns_2026-03-18_431f4fda-4406-4dd3-ac06-f3ac40dd62d8.pdf

Proxy Solicitation & Information Statement

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Rai Way

Registered office in Rome, Viale Castrense 9

Share capital Euro 70,176,000.00 fully paid-in

Tax ID, VAT number and Rome Companies' Register no.: 05820021003

Company subject to management and coordination by RAI - Radiotelevisione Italiana S.p.a.

INFO

DIGITAL

SIGN

EXTRACT FROM THE NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING

The Shareholders' Meeting of Rai Way S.p.A. (the "Company") is convened in an Ordinary Session, in a single call, on 28 April 2026, at 11:00, at the Company's registered office in Rome, Viale Castrense no. 9, to resolve on the following

Agenda

  1. Annual Financial Statements for the year ended 31 December 2025; Report on Operations of the Board of Directors; Report of the Board of Statutory Auditors and Report of the Independent Auditors. Related resolutions.
  2. Proposal for allocation of profit for the year. Related resolutions.
  3. Report on remuneration policy and remuneration paid:
    3.1 approval of the first section of the Report pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998;
    3.2 resolutions related to the second section of the Report pursuant to Art. 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998.
  4. Proposal to authorise the purchase and disposal of treasury shares, subject to the revocation of the purchase and disposal authorisation resolved by the Shareholders' Meeting of 30 April 2025. Related resolutions.
  5. Employee Share Ownership Plan pursuant to Art. 114-bis of Legislative Decree no. 58 of 24 February 1998. Related resolutions.
  6. Determination of the number of members of the Board of Directors. Related resolutions.
  7. Determination of the term of office of Directors. Related resolutions.
  8. Appointment of Directors. Related resolutions.
  9. Appointment of the Chair of the Board of Directors. Related resolutions.
  10. Determination of Directors' remuneration. Related resolutions.

Based on the right provided under Art. 14.5 of the Articles of Association, pursuant to Art. no. 135-undecies.1 of Legislative Decree no. 58/98, participation in the Shareholders' Meeting can take place exclusively through the Company's designated representative pursuant to Art. 135-

undecies of Legislative Decree no. 58/1998 - i.e. Computershare S.p.A. (the "Sole Representative") - to which proxies and/or sub-proxies may also be conferred pursuant to Art. 135-novies of Legislative Decree no. 58/1998. In addition to the share capital, for information relative to:

  • the entitlement to attend the Shareholders' Meeting (in this regard, note that the "record date" is 17 April 2026) and to exercise voting rights exclusively through the Sole Representative (Computershare S.p.A.), and in particular to the conferment to the latter of proxies pursuant to Art. 135-undecies of Legislative Decree no. 58/1998 and proxies and/or sub-proxies pursuant to Art. 135-novies of Legislative Decree no. 58/1998;
  • the integration of the agenda and the submissions of resolution proposals by Shareholders holding at least 2.5% of the share capital pursuant to Art. 126-bis, paragraph 1, first sentence of Legislative Decree no. 58/1998;
  • the submission of individual resolution proposals by the holders of voting rights;
  • the right to ask questions before the Shareholders' Meeting on the agenda items;
  • the availability of the documentation related to the Shareholders' Meeting (also with reference to the provisions of Art. 125-quater of Legislative Decree no. 58/1998), including the explanatory reports on the agenda items pursuant to Art. 125-ter of Legislative Decree no. 58/1998, as well as for additional information regarding the Shareholders' Meeting,

please refer to the full text of the notice of call published today on the Company's website www.raiway.it (under Governance/Shareholders' Meeting/Ordinary Meeting 2026/Notices and information).

on behalf of the Board of Directors

The Chairman

Giuseppe Pasciucco

This extract is published in the newspaper Il Sole 24 Ore on 19 March 2026.