AI assistant
Zignago Vetro — Proxy Solicitation & Information Statement 2026
Mar 27, 2026
4402_rns_2026-03-27_a1d214e8-0c01-402a-baf1-57e9f5af6338.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
INFO
ZIGNAGO VETRO
ZIGNAGO VETRO S.p.A.
Registered office Fossalta di Portogruaro (VE) Via Ita Marzotto, 8
Share capital Euro 8,932,000.00, subscribed and paid-in for Euro 8,931,999.60
Tax and Venice Companies Registration Office No.: 00717800247
SHAREHOLDERS' MEETING CALL NOTICE
Those with the right to attend and vote are called to the Ordinary Shareholders’ Meeting at the registered office of the company in Fossalta di Portogruaro (VE), Via Ita Marzotto, 8 on April 28, 2026 at 11.00 AM in first call and on May 6, 2026 at the same time and place in second call, to discuss and vote upon the following
AGENDA
1) Review and approval of the Financial Statements at December 31, 2025; Directors’ Report; Board of Statutory Auditors’ Report; Independent Auditors’ Report; Presentation of the Consolidated Financial Statements at December 31, 2025 and the Sustainability Statement;
2) Resolutions on the allocation of the net profit;
3) Annual Remuneration Policy and Report: approval of the "Remuneration Policy 2026" contained in Section I, pursuant to Article 123-ter, paragraph 3-bis of Legislative Decree No. 58/98;
4) Annual Remuneration Policy and Report: consultative vote on the "Fees paid in 2025" reported in Section II, pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58/98;
5) Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where not utilised, of the previous Shareholders’ Meeting resolution of May 7, 2025.
SHARE CAPITAL AND VOTING RIGHTS
The share capital subscribed and paid-in amounts to Euro 8,931,999.60, comprising 89,319,996 ordinary shares, each with a nominal value of Euro 0.10. At the date of this call notice, the Company holds 1,054,708 treasury shares in portfolio, comprising 1.1808% of the share capital, for which the voting right is suspended. Any change in treasury shares will be communicated at the Shareholders’ Meeting.
Each ordinary share assigns the right to one vote at the Shareholders’ Meeting (excluding ordinary treasury shares for which the voting right is suspended in accordance with law). However, the Shareholders’ Meeting of April 28, 2015 amended Article 7 of the By-Laws, introducing the loyalty shares mechanism, as per Article 127-quinquies of the CFA. In particular, in accordance with the stated Article 7-bis, two votes are assigned to each ordinary Zignago Vetro share held by the same shareholder of the Company for a continuous period of at least 24 months, from their registration in a special list, set up and maintained by the Company at the registered office. For the list of relevant Shareholders maturing voting and multi-voting rights, reference should be made to the website www.zignagovetro.com Investors - Governance - Loyalty Shares section.
RIGHT TO ATTEND AND VOTE AT THE SHAREHOLDERS' MEETING
In accordance with Article 83-sexies and Legislative Decree No. 58/98 (the "CFA") those who have sent to the company the relative communication through an authorised intermediary based on the accounting records on the seventh trading day before the Shareholders’ Meeting, therefore April 17, 2026, have the right to attend and vote at the Shareholders’ Meeting. Those who hold shares only after April 17, 2026 will not have the right to attend or vote at the Shareholders’ Meeting. The Communication of the intermediary must be received by the Company by the end of the third trading day
before the Shareholders' Meeting is held in first call (therefore by April 23, 2026). The right to attend and vote at the Shareholders' Meeting remains valid if the communication of the above-stated intermediary is sent to the Company outside the stated time period, although by the beginning of the relative Shareholders' Meeting.
PARTICIPATION AT THE SHAREHOLDERS' MEETING AND GRANTING OF PROXY
Each shareholder who has the right to attend the Shareholders' Meeting can be represented by written proxy in accordance with current regulations. For this purpose, a proxy form is available at the registered office of the company, on the company website www.zignagovetro.com, Investors - Shareholders' Meeting section, and through authorised intermediaries. The form may be sent to the registered office of the company at Via Ita Marzotto, 8, Fossalta di Portogruaro (VE) for the attention of Mr. Giovanni Puri Purini (Investor Relations Manager) or through certified e-mail to [email protected], sending the documentation in advance to the email address [email protected]. Prior notice does not exempt the proxy granted the right to attend the Shareholders' Meeting from the obligation to declare, in good faith, conformity with the original notified copy and to identify the principal. In accordance with applicable regulations, the proxy must maintain the original proxy form and any voting instructions received for one year from the conclusion of the Shareholders' Meeting. Proxy may also be conferred, in accordance with law, electronically through a document signed in electronic form in accordance with Article 20, paragraph 1-bis, of Legislative Decree No 82 of March 7, 2005.
In accordance with the Company By-Laws, a designated agent has not been appointed for the Shareholders' Meeting in accordance with Article 135-undecies of Legislative Decree No. 58 of February 24, 1998.
Voting may not take place through correspondence or electronic means.
SUPPLEMENTS TO THE AGENDA AND PRESENTATION OF NEW PROPOSALS
In accordance with Article 126-bis of Legislative Decree No. 58/98 shareholders who, also jointly, represent at least one-fortieth of the share capital, may apply to supplement the Shareholders' Meeting Agenda within 10 days of publication of this notice (that is, April 06, 2026), indicating the further matters proposed or by presenting proposals concerning matters already on the Agenda. The request must be sent by certified email to [email protected], or by sending by registered mail to the registered office of the Company at Via Ita Marzotto, 8, Fossalta di Portogruaro (VE) for the attention of Mr. Giovanni Puri Purini (Investor Relations Manager), sending it in advance to [email protected]. Within the above-stated timeframe certification confirming ownership of the holding, approved by an intermediary who holds the accounts where the shares of the requesting party are registered, must be sent together with a report containing the reasons for resolutions on new matters to be added to the Agenda by the applicant, or the reasoning for the further proposals on matters already on the Agenda. Supplementation is not permitted for matters on which the Shareholders' Meeting will vote, in accordance with law, on proposals of the Directors or concerning projects or reports other than those prepared in accordance with Article 125-ter paragraph 1 of the CFA. The above-stated report, supplemented by any evaluations by the Board of Directors, will be made available to the public at least 15 days before the Shareholders' Meeting (April 13, 2026) using the same means as for the publication of the present notice and the other Shareholders' Meeting documentation, together with the publication of the Agenda supplementation notice or the presentation of further proposals on matters already on the Agenda.
RIGHT TO SUBMIT QUESTIONS REGARDING MATTERS ON THE AGENDA
In accordance with Article 127-ter of Legislative Decree No. 58/98, those with the right to vote may submit questions regarding the matters on the Agenda, also before the Shareholders' Meeting, through registered email to [email protected] within five business days prior to the Shareholders' Meeting in first call (therefore by April 21, 2026). In order to exercise this right, certification by the intermediary confirming the right to vote must be
sent to the Company. For questions submitted, responses will be made at the latest during the Meeting itself. Responses may be provided in written form at the Shareholders’ Meeting and made available to all those with voting rights at the beginning of the Shareholders’ Meeting.
DOCUMENTATION
Documentation relating to the Shareholders’ Meeting, including the reports of the Board of Directors and the proposals regarding the matters of the Agenda, will be made available to the public under the terms and conditions and in the manners established by the applicable regulations, with shareholders and those with voting rights permitted to obtain a copy.
This documentation will be available at the registered office of the Company, on the website www.zignagovetro.com, in the Investors - Governance - Shareholders’ Meetings section, https://zignagovetro.com/investitori-governance/ in the Investors section, and on storage mechanism at . More specifically:
- on March 27, 2026, at the same time as this call notice, the illustrative report on the Agenda items concerning the authorisation for the purchase and utilisation of treasury shares, together with explanatory reports on further agenda items;
- on March 30, 2026, the Annual Financial Report, together with the Corporate Governance and Ownership Structure Report prepared in accordance with Article 123-bis of Legislative Decree No. 58/1998, the Board of Statutory Auditors’ Report, the Independent Auditors’ Report, the Sustainability Statement and the Remuneration Policy and Compensation Paid prepared in accordance with Article 123-ter of Legislative Decree No. 58/1998 and the other documentation required by Article 154-ter of Legislative Decree No. 58/98.
The Company thanks the shareholders for their cooperation in the exact execution of this notice and of the underlying laws.
The Company reserves the right to communicate any changes or additions to the information contained in this notice in accordance with any legislative and/or regulatory provisions, or in any case in the interest of the Company and the Shareholders.
ORGANISATIONAL ASPECTS
The shareholders are kindly requested to register at least one hour before the commencement of the Shareholders’ Meeting.
Fossalta di Portogruaro, March 27, 2026
For the Board of Directors
Chairperson Nicolò Marzotto