AI assistant
Rai Way — Proxy Solicitation & Information Statement 2026
Mar 19, 2026
4506_rns_2026-03-19_6ee13874-32a7-4311-8ff6-46170b4aa9cf.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
TINFO NORTH DAKOTA 1950
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.
NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING
The Shareholders' Meeting of Rai Way S.p.A. ("Rai Way" or 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 9, Rome, to resolve on the following
Agenda
- 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.
- Proposal for allocation of profit for the year. Related resolutions.
- 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. - 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.
- Employee Share Ownership Plan pursuant to Art. 114-bis of Legislative Decree no. 58 of 24 February 1998. Related resolutions.
- Determination of the number of members of the Board of Directors. Related resolutions.
- Determination of the term of office of Directors. Related resolutions.
- Appointment of Directors. Related resolutions.
- Appointment of the Chair of the Board of Directors. Related resolutions.
- Determination of Directors' remuneration. Related resolutions.
CONDUCT OF THE SHAREHOLDERS' MEETING
Based on the right provided under art. 14.5 of the Articles of Association, pursuant to art. 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., with registered office at Via Lorenzo Mascheroni 19, 20145, Milan (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 accordance with what is specified below in the paragraph "REPRESENTATION AT THE SHAREHOLDERS' MEETING". It is also specified that, without prejudice to the foregoing and by virtue of what is allowed under art. 14.6 of the Articles of Association, the participation in the Shareholders' Meeting of parties other than the aforementioned persons entitled to attend and exercise voting rights (in particular, Directors, Statutory Auditors, the Sole Representative, the person in charge of drawing up the minutes and other persons whose participation in the Shareholders' Meeting is permitted) may also take place by means of telecommunications that guarantee their identification, in the manner communicated to them individually, without it being necessary for the Chair of the Shareholders' Meeting and the person in charge of taking the minutes (secretary or notary) to be in the same place, without prejudice to the presence of the latter person at the place of convocation.
ENTITLEMENT TO PARTICIPATE AND VOTE IN THE SHAREHOLDERS' MEETING
Entitlement to attend the Shareholders' Meeting and exercise voting rights - which, we would remind you, may only be exercised through the Sole Representative (Computershare S.p.A.) - is certified by a communication to the Company, sent in accordance with art. 83-sexies of Legislative Decree no. 58/1998, by the intermediary that keeps the accounts on which the ordinary Rai Way shares are registered, in compliance with its own accounting records, in favour of the subject to whom the right to vote is due on the basis of the evidence relating to the end of the accounting day of the seventh open market day prior to the date set for the Shareholders' Meeting (i.e. 17 April 2026, the "record date"); credit and debit entries made on the accounts after that date are not relevant for the purpose of entitlement to vote at the Shareholders' Meeting. Therefore, those holding the Company's ordinary shares only after that date will not be entitled to attend and vote at the Shareholders' Meeting, and, therefore, it will not be possible to issue proxies and/or sub-proxies to the Sole Representative (Computershare S.p.A.). The communication from the aforementioned intermediary must be received by the Company by the end of the third open market day prior to the date set for the Meeting (i.e., by 23 April 2026). However, the entitlement to participate and to vote is exercised exclusively through the Sole Representative (Computershare S.p.A.), if the communication has been received by the Company beyond said deadline, provided that it is received prior to the beginning of the meeting. Note that the communication to the Company is sent by the intermediary at the request of the party who is entitled to vote.
ADDITIONS TO THE AGENDA AND SUBMISSIONS OF RESOLUTION PROPOSALS BY SHAREHOLDERS HOLDING AT LEAST 2.5% OF THE SHARE CAPITAL
Pursuant to art. 126-bis, paragraph 1, first period, of Legislative Decree no. 58/1998, shareholders who, including jointly, represent at least one-fortieth of the share capital may request, within ten days of the publication of this Notice (term to be understood as extended - as it coincides with the holiday of 29 March 2026 - to the first non-holiday following, i.e. 30 March 2026), additions to the list of topics to be discussed, indicating in the request the proposed additional topics, or to submit resolution proposals on the matters already on the agenda of the Shareholders' Meeting. Integration is not allowed with regard to those matters on which the Shareholders' Meeting resolves, according to the current provisions, upon proposal of the Board of Directors or based on a project or a report prepared by it, other than those set out in art. 125-ter, paragraph 1 of Legislative Decree no. 58/1998. The application, together with the appropriate documentation issued in accordance with current regulations by the intermediaries who hold the accounts on which the ordinary shares of the requesting Shareholders are registered, certifying the ownership of the said equity investment (for the purpose of the related legitimate entitlement), shall be sent in writing, within the aforementioned term, by registered letter with acknowledgement of receipt to the registered office of the Company, to the attention of the "Legal & Corporate Affairs" Department, or sent by e-mail to the following address [email protected], together with the information that allows the presenting
Shareholders to be identified (in this regard, telephone contact details and/or certified e-mail address should also be provided)
Also by the aforementioned term and in the same manner, a report must be sent by any proposing shareholder stating the reasons for the resolution proposals on the new topics which are proposed to be discussed as an addition to the agenda or the reason relating to further resolution proposals presented on topics already on the agenda.
Any additions to the list of topics on the Shareholders' Meeting agenda or the submission of additional resolution proposals on topics already on the agenda is published by the Company, in the same forms prescribed for the publication of this Notice of call, at least fifteen days before the date set for the Shareholders' Meeting (i.e., by 13 April 2026). At the same time as the publication of the additional agenda items or the submission of resolution proposals on topics already on the agenda, these proposals, as well as the related report prepared by the submitting Shareholders and the report of Shareholders requesting an addition to the agenda, accompanied by any assessments by the Board of Directors, will be made available to the public under the same procedures described in Art. 125-ter, paragraph 1, of Legislative Decree no. 58/1998.
SUBMISSION OF INDIVIDUAL RESOLUTION PROPOSALS
Without prejudice to the provisions of art. 126-bis, paragraph 1, first sentence, of Legislative Decree no. 58/1998, in consideration of the fact that participation in the Shareholders' Meeting and the exercise of voting rights may only take place through the Sole Representative (Computershare S.p.A.), for the purposes of this Shareholders' Meeting the presentation of resolution proposals at the Shareholders' Meeting is not permitted and those entitled to vote may individually submit resolution proposals to the Company on the items on the agenda, or proposals the submission of which is otherwise permitted by law, by 13 April 2026. Resolution proposals must be submitted in writing by the entitled Shareholders to the certified e-mail address [email protected], or via registered letter with acknowledgement of receipt, to be sent to the registered office of the Company, to the attention of the "Legal & Corporate Affairs" Department, with specific reference to "2026 Rai Way Shareholders' Meeting - Individual resolution proposals", indicating the Shareholders' Meeting agenda item to which the proposals refer, the text of the resolution proposal and the information that allows the person making the submission to be identified (in this regard, please also provide telephone contact details and/or e-mail address). The resolution proposals received by Rai Way within the deadlines and in the manner described above will be published on the Company's website (under Governance/Shareholders' Meeting/Ordinary Meeting 2026/Documentation) by 15 April 2026, so that those having the right to vote can review them in order to grant the proxies and/or sub-proxies, with the relative voting instructions, to the Sole Representative. Entitlement to submit proposals shall be certified by the communication issued, pursuant to art. 83-sexies of Legislative Decree No. 58/1998, by the intermediary that holds the account on which the ordinary shares are registered for the purpose of entitlement to participate in the Shareholders' Meeting and exercise voting rights. For purposes of the above, as well as in relation to the conduct of the Shareholders' Meeting, the Company reserves the right to verify the relevance of the proposals with respect to the agenda items, their completeness and their compliance with applicable provisions, as well as the entitlement of the proposers.
REPRESENTATION AT THE SHAREHOLDERS' MEETING
By virtue of the option provided for in art. 14.5 of the Articles of Association and as indicated in the paragraph "CONDUCT OF THE SHAREHOLDERS' MEETING", participation at the Shareholders' Meeting is permitted exclusively through representation by the Sole Representative (Computershare S.p.A.), as representative designated by the Company pursuant to art. 135-undecies of Legislative Decree no. 58/1998.
The proxy can be given, with voting instructions, to the Sole Representative (Computershare S.p.A.), in its capacity as representative designated by the Company pursuant to art. 135-undecies of
Legislative Decree no. 58/1998. The proxy to the designated representative must contain voting instructions on all or some of the agenda items and must be granted to the aforementioned designated representative by the end of the second open market day preceding the date set for the Shareholders' Meeting (i.e., by 24 April 2026), using the proxy form available, by the date of publication of this Notice, in a printable version on the Company's website www.raiway.it in the same section in which this Notice is published (under Governance/Shareholders' Meeting/Ordinary Meeting 2026/Notices and information). The proxy pursuant to art. 135-undecies of Legislative Decree no. 58/1998 is sent to the Sole Representative (Computershare S.p.A.), indicating as reference "Proxy to designated representative of 2026 Rai Way Shareholders' Meeting", together with a signed copy of a valid identity document and, in the case of a legal person, documentation proving the powers of signature, under the following procedure:
- for those having an advanced, qualified or digital electronic signature (AdES): by sending the signed proxy with the Advanced Electronic Signature by certified e-mail or by ordinary e-mail to the address [email protected];
- for holders of certified electronic mail (PEC): by sending a copy of the proxy reproduced electronically (PDF format) to the address [email protected];
- for those having ordinary e-mail: by sending a copy of the proxy reproduced electronically (PDF format) to the address [email protected];
Where not already sent by signed document with AdES and sent by PEC (certified e-mail), the original of the proxy and voting instructions - together with a signed copy of a valid identity document and, in the case of a legal person, documentation proving the powers of signature - must be sent by registered letter with acknowledgement of receipt to Computershare S.p.A., in Via Monte Giberto 33, 00138 Rome. The proxy to the Sole Representative (Computershare S.p.A.), in its capacity as representative designated pursuant to art. 135-undecies of Legislative Decree no. 58/1998, has effect only for those resolution proposals to the Shareholders' Meeting for which the delegating party granted voting instructions. The proxy and voting instructions can be revoked within the same deadline as above (i.e., by 24 April 2026) in the manner indicated above. The shares for which the proxy has been granted, including partial, are counted for purposes of the regular constitution of the Meeting. In relation to the proposals for which voting instructions have not been granted, the shares are instead not counted for purposes of calculating the majority and the portion of share capital required to approve resolutions.
In addition to the procedures described above, each person entitled to participate and vote in the Shareholders' Meeting can be represented at the Shareholders' Meeting by the Sole Representative (Computershare S.p.A.), by proxy and/or sub-proxy granted to the latter pursuant to art. 135-novies of Legislative Decree no. 58/1998 (specifying that therefore any substitutes, pursuant to art. 135-novies, paragraph 4 of Legislative Decree no. 58/1998, cannot be different from said Sole Representative). The proxy and/or sub-proxy must be given in writing or by means of an electronic document signed in compliance with the provisions of art. 135-novies, paragraph 6 of Legislative Decree no. 58/1998. To this end, the "ordinary proxy/sub-proxy form" may be used; a printable version of this form will be available on the Company's website www.raiway.it, by the publication deadline of this Notice, in the same section in which this Notice is published (Governance/Shareholders' Meeting/Ordinary Meeting 2026/Notices and information). For purposes of exercising the voting right, with the proxy and/or sub-proxy, voting instructions must be provided on all or some of the proposals relating to the agenda items, with the understanding that the Sole Representative (Computershare S.p.A.) will not cast any vote at the Shareholders' Meeting in relation to those proposals for which it has not received specific voting instructions. The proxy and/or sub-proxy, with the relative voting instructions, must be received by the Sole Representative (Computershare S.p.A.), indicating as reference "Ordinary proxy for 2026 Rai Way Shareholders' Meeting", together with a signed copy of a valid identity document and, in the case of a legal person, documentation proving the powers of signature, under the following procedure:
- for those having an advanced, qualified or digital electronic signature (AdES): by sending the signed proxy/sub-proxy with the Advanced Electronic Signature by certified e-mail or by ordinary e-mail to the address [email protected];
- for those having certified e-mail (PEC): by sending a copy of the proxy/sub-proxy reproduced electronically (PDF format) to the address [email protected];
- for those having ordinary e-mail: by sending a copy of the proxy/sub-proxy reproduced electronically (PDF format) to the address [email protected];
In the event a sub-proxy is granted to the Sole Representative (Computershare S.p.A.), the party granting the sub-proxy must also send to the latter, in the manner described above, a copy of the proxy received and the declaration certifying that the copy conforms to the original and the delegating party's identity. Where not already sent by means of a signed document with AdES and sent by PEC (certified e-mail), the original of the proxy/sub-proxy and voting instructions - together with a signed copy of a valid identity document and, in the case of a legal person, documentation proving the powers of signature - must be sent by registered letter with acknowledgement of receipt to Computershare S.p.A., in Via Monte Giberto no. 33, 00138 Rome. If the Sole Representative (Computershare S.p.A.) delivers or sends to the Company a copy of the proxy/sub-proxy in place of the original, it must certify under its own responsibility that the proxy/sub-proxy conforms with the original and delegating party's identity. Without prejudice to the foregoing with regard to the transmission of proxies/sub-proxies and voting instructions to the Sole Representative, only proxies and/or sub-proxies - not including voting instructions - may be notified to the Company by registered mail to the registered office, to the attention of the "Legal & Corporate Affairs" Department in a sealed envelope and with reference to "Proxy for Ordinary Rai Way 2026 Shareholders' Meeting", or by using certified e-mail by sending it to the certified e-mail address [email protected], attaching and referring to "Ordinary proxy for Rai Way 2026 Shareholders' Meeting" together with a signed copy of a currently valid identity document and, in the case of a legal person, documentation proving signatory powers. In order to allow the Sole Representative (Computershare S.p.A.) to receive and verify the proxies and/or sub-proxies in advance of the start of the meeting, we recommend that the entitled parties send their proxies and/or sub-proxies by 14:00 on 27 April 2026. The proxy and/or sub-proxy and/or the related voting instructions can be revoked up to the start of the meeting by e-mailing [email protected].
The granting of proxies pursuant to art. 135-undecies and 135-novies of Legislative Decree no. 58/1998 does not entail expenses for the Shareholder, with the exception of costs for sending/delivery.
The Sole Representative (Computershare S.p.A.) is available to provide information and clarifications in relation to the procedures for granting it proxies/sub-proxies, as well as on how to obtain the aforementioned proxy/sub-proxy forms in paper format free of charge, including if for technical reasons they cannot be made available in electronic format by the Company, at the following contacts: telephone +39 06 45417413 (Monday to Friday, 10:00 to 13.00 and 14.00 to 17:00) - e-mail [email protected].
There are no procedures for voting by mail or electronically.
RIGHT TO ASK QUESTIONS ON THE AGENDA ITEMS
Pursuant to art. 135-undecies.1 of Legislative Decree No. 58/1998, in consideration of the fact that participation in the Shareholders' Meeting and the exercise of voting rights may only take place through the Sole Representative, the right to pose questions on the items on the agenda pursuant to art. 127-ter of Legislative Decree No. 58/1998 may only be exercised prior to the Shareholders' Meeting. Questions must be received by the Company no later than on the seventh trading day prior to the date of the Meeting (i.e. by 17 April 2026, record date) together with information that allows the requesting party to be identified. Questions may be submitted by those who have the right to vote in the Shareholders' Meeting, for whom the Company receives communication from an authorised
intermediary certifying ownership of the ordinary shares pursuant to governing regulations. Entitlement may be certified within the third day following the record date (i.e. by 20 April 2026). Questions should be sent exclusively to the certified e-mail address [email protected] or by registered mail with acknowledgement of receipt to the Company's registered office to the attention of the Legal & Corporate Affairs Department. The answers will be provided by the Company by 23 April 2026 by means of publication on the Company's website (section Governance/Shareholders' Meeting/Ordinary Meeting 2026/Documentation). The Company may provide a single answer to questions having the same substance.
SHARE CAPITAL AND SHARES WITH VOTING RIGHTS
The share capital is Euro 70,176,000 divided into 272,000,000 ordinary shares, all without indication of nominal value. There are no categories other than ordinary shares. Each share entitles the holder to one vote in the Shareholders' Meeting. At the date of this Notice, the Company holds 3,495,579 treasury shares.
APPOINTMENT OF DIRECTORS
Pursuant to applicable laws and regulations and art. 17 of the Articles of Association (available on the Company's website www.raiway.it in particular, in the section Governance/Shareholders' Meetings, the "Articles of Association") the members of the Board of Directors, in the number determined by the Shareholders' Meeting from a minimum of five to a maximum of eleven, are appointed by list voting. The lists can be presented by subjects entitled to vote who, alone or together with others, hold overall shares with voting rights representing at least 1% of the share capital with voting rights in ordinary shareholders' meetings (taking into consideration as established by Consob with Management Resolution No. 155 of 27 January 2026). Within the lists, candidates, not exceeding eleven in number, shall be listed in sequential order. In accordance with gender balance legislation, at least two-fifths of the Directors to be appointed, rounded up to the nearest whole number, must be reserved for the less represented gender. The members of the Board of Directors must possess the requisites of professionalism and integrity established by the laws and regulations in force; moreover, a number of Directors not less than that required by the laws and regulations in force from time to time must possess the independence requirements established by the Corporate Governance Code for listed companies. It is also recalled that the same Corporate Governance Code, to which the Company adheres, recommends that the Board of Directors include a significant number of independent Directors by virtue of the criteria set forth therein, and in particular in large and concentrated ownership companies, as defined by the Code itself - categories in which Rai Way currently falls - this component constitutes at least one-third of the Board of Directors and it is also invited to take into account the provisions of the aforementioned Code with reference to the composition of the Board Committees. At least one Director, or at least two Directors, if the Board of Directors is made up of more than seven members, must meet the independence requirements envisaged for statutory auditors of listed companies pursuant to art. 148, paragraph 3, of Legislative Decree No. 58/1998, recalled by art. 147-ter, paragraph 4, of the same law. Each person entitled to vote may submit or participate in the submission of only one list and each candidate may only appear on one list under penalty of ineligibility. Each shareholder with voting rights may only vote for one list. The lists must, under penalty of forfeiture, be filed no later than the twenty-fifth day prior to the date of the Shareholders' Meeting, i.e. by 3 April 2026 by e-mail to [email protected] or by registered mail with acknowledgement of receipt to be sent to the address of the Company's registered office (viale Castrense 9, 00182 - Rome) to the attention of the "Legal & Corporate Affairs" Department. Ownership of the minimum shareholding for the submission of lists is determined by taking into account the shares registered in favour of the individual Shareholder, or of several Shareholders jointly, on the day on which the lists are filed with the Company and must be attested pursuant to applicable laws and regulations; the relevant attestation may also be received by the Company after the filing of the list, provided that it is received by the deadline set for the publication
of the lists by the Company itself (i.e. by 7 April 2026) by means of a communication issued by an authorised intermediary pursuant to the regulations in force. It is also required to provide, at the same time as filing the list and accompanying documentation, a contact telephone number of the person or persons submitting the list.
The lists must include: (i) information on those who presented the lists, with an indication of the overall percentage of shareholding held; (ii) information on the personal and professional characteristics of the candidates indicated in the list (iii) the declaration with which each candidate irrevocably accepts the appointment (contingent upon their appointment) and certifies, under their own responsibility, the non-existence of causes of ineligibility and incompatibility to the candidature, as well as the possession of the requirements of professionalism and honourableness prescribed by current provisions, including regulations; and (iv) the declaration of the possession of the requirements of independence prescribed by the Articles of Association.
Lists for which the obligations described above are not met will be considered null and void. It should be noted that, in accordance with the provisions of Communication No. DEM/9017893 of 26 February 2009, Consob recommends, in particular, that Shareholders other than those who hold, even jointly, a controlling or relative majority interest, file, together with the list, a declaration that: (i) certify the absence of relations of connection, even indirect, pursuant to art. 147-ter, paragraph 3, of Legislative Decree No. 58/1998 and art. 144-quinquies of the Issuers' Regulations adopted by Consob with resolution No. 11971/1999, with Shareholders who hold, even jointly, a controlling or relative majority interest (where identifiable on the basis of communications pursuant to art. 120 of Legislative Decree No. 58/1998 or publications pursuant to art. 122 of the same law); (ii) specify any existing relationships, if significant, with the latter Shareholders, as well as the reasons why such relationships have not been considered decisive for the existence of the aforementioned relationships, or indicate the absence of the aforementioned relationships.
In particular, Shareholders submitting a list containing more than half of the number of candidates for the Board of Directors to be elected are advised of the possibility of submitting the proposed resolutions relevant to the Board of Directors appointment process, as per items 6, 7, 9, and 10 of the agenda, at the same time as submitting the list, so that the Company may disclose them to the market at the same time as its publication.
For further information and details on the appointment of the members of the Board of Directors, reference is made to the Explanatory Report on item no. 8 on the agenda, prepared by the Board of Directors pursuant to art. 125-ter of Legislative Decree no. 58/1998; it is also specified that the outgoing Board of Directors, in view of the planned renewal, has prepared its own guidelines for the Shareholders regarding the quantitative and qualitative composition of the new Board, which it considers optimal and which has already been made available to the public in the same manner indicated in the "DOCUMENTATION AND INFORMATION" section of this Notice with reference to the documentation concerning the items on the agenda.
DOCUMENTATION AND INFORMATION
The documentation concerning the agenda items envisaged by applicable legal and regulatory provisions is made available to the public at the Company's registered office and published on the Company's website www.raiway.it (under Governance/Shareholders' Meeting/Ordinary Meeting 2026) and in the "Info" storage mechanism (www.linfo.it) and in any case according to the procedures envisaged in accordance with governing regulations and within the deadlines prescribed therein; Shareholders and others entitled to participate in the Shareholders' Meeting have the right to obtain a copy. Moreover, note that information on the Shareholders' Meeting and its participation in it, including with reference to the provisions of art. 125-quater of Legislative Decree no. 58/1998, is in any case published within the prescribed deadlines on the aforementioned website of the Company (in particular under Governance/Shareholders' Meeting/Ordinary Meeting 2026). A Shareholders' Meeting assistance service is available for any further relative information and, in particular, on how to exercise the associated Shareholder rights, at the following contact: telephone +39 06 45417413
(Monday to Friday, 10:00 to 13.00 and from 14.00 to 17:00) - e-mail address [email protected].
on behalf of the Board of Directors
The Chairman
Giuseppe Pasciucco
This Notice is published on 19 March 2026 on the Company's website www.raiway.it (under Governance/Shareholders' Meeting/Ordinary Meeting 2026/Notices and information) and as an extract in the newspaper Il Sole 24 Ore on the same date.