Information
Regulated Notice No.
0146-16-2026Dissemination Start Date/Time July 10, 2026 14:34:16Euronext Milan
Company: I GRANDI VIAGGI
User - contact: GRANDIVIN05 - Capanni Liliana Maria
Type: REGEM
Reception Date/Time: July 10, 2026 14:34:16 Dissemination Start Date/Time: July 10, 2026 14:34:16
Subject: NOTICE OF CONVENING OF ORDINARY MEETING OF SEPTEMBER 4, 2026
Text of the communication
See attachment
I GRANDI VIAGGI S.P.A.
Share capital Euro 43,390,892.46 fully paid up Registered office in Milan, Via della Moscova, 36 R.E.A. Milan No. 1319276 Tax code, VAT number and registration number with the Companies Register of Milan No. 09824790159
NOTICE OF CONVENING OF ORDINARY MEETING
The Ordinary Meeting of I Grandi Viaggi S.p.A. is convened for September 4, 2026 at 3:00 PM, in a single call, at the Company's registered office, in Milan, via della Moscova No. 36, to discuss and resolve on the following,
Agenda
1. Increase in the number of directors from 7 to 9; appointment of two directors and remuneration. Related and consequential resolutions.
The Meeting is convened at the request of the shareholder Monforte & C. S.r.l., holder of 26,561,369 shares of I Grandi Viaggi S.p.A., equal to 55.602% of the relevant share capital.
In accordance with Article 106 of Decree-Law No. 18 of March 17, 2020, converted with amendments into Law No. 27 of April 24, 2020, as subsequently amended and extended, participation in the Meeting by those entitled to vote and the exercise of voting rights will take place exclusively through the designated representative pursuant to Article 135-undecies of the TUF, without physical participation by Shareholders;
delegations and/or sub-delegations may also be granted to the aforementioned designated representative pursuant to Article 135-novies of the TUF, in derogation of Article 135-undecies, paragraph 4, of the TUF.
Participation in the Meeting by Directors, Statutory Auditors, the Designated Representative and the secretary or Notary Public may also take place via telecommunication means with the modalities communicated to them individually, in compliance with the applicable regulatory provisions for such an event.
INFORMATION ON SHARE CAPITAL AS OF THE DATE OF THE NOTICE OF CONVENING
Pursuant to Article 5 of the Articles of Association, the share capital is Euro 43,390,892.46, divided into 47,770,330 ordinary shares without par value. The shares are indivisible and each share grants one vote. Pursuant to Article 125-quater of the TUF, further information on the composition of the share capital is available on the company's website at https://investors.igrandiviaggi.it/governance/ under the Share Capital section. As of the date of this notice, there are 172,991 treasury shares in portfolio, equal to 0.362% of the share capital.
It is also reminded that treasury shares are deprived of voting rights and that at the opening of the meeting, the exact number of treasury shares held in portfolio will be reported.
ENTITLEMENT TO ATTEND AND REPRESENTATION AT THE MEETING
Pursuant to Article 83-sexies of the TUF and Article 11, last paragraph, of the Articles of Association, entitlement to attend the Meeting, exclusively through the designated representative, is subject to the receipt by the Company of the communication issued by an authorized intermediary pursuant to the applicable regulations, certifying the ownership of the Shares based on the records of its accounting entries relating to the close of the accounting day of the seventh trading day preceding the date of the Meeting in a single call (i.e., August 26, 2026 – record date).
Book-entry and debit entries made to accounts after this date do not affect the entitlement to exercise voting rights at the Meeting.
The intermediary's communication must be received by the Company by the end of the third trading day preceding the date set for the Meeting in a single call (i.e., September 1, 2026). Entitlement to attend the meeting and exercise voting rights remains valid if the communications are received by the Company after the aforementioned deadline, provided they are received before the start of the Meeting proceedings in a single call.
Those entitled to vote who intend to attend and exercise their vote must be represented at the Meeting by the Designated Representative pursuant to art.
135-undecies TUF.
The Company has appointed Monte Titoli S.p.A., with registered office in Milan, ("Monte Titoli" or the "Designated Representative") as the Designated Representative to whom shareholders may grant free of charge a proxy, with voting instructions on all or some of the proposals on the agenda pursuant to art. 135-undecies.1 TUF ("Designated Representative").
The proxy with voting instructions must be sent to the Designated Representative together with a copy of a valid identity document of the delegating shareholder or, if the delegating shareholder is a legal entity, of its legal representative pro tempore or of another person with appropriate powers, together with documentation suitable to attest their qualification and powers, to the aforementioned Designated Representative, by the end of the second trading day preceding the date of the Meeting (i.e., by 11:59 PM on September 2, 2026), by the following alternative methods: (i) transmission of a digitally reproduced copy (PDF) to the certified email address RD@pec.euronext.com, indicating in the subject line "Delega Assemblea I Grandi Viaggi settembre 2026" from your own certified email inbox (or, failing that, from your own ordinary email inbox, in which case the proxy with voting instructions must be signed with a qualified electronic or digital signature); (ii) transmission in original via courier or registered mail with return receipt, to the attention of Register Services, at Monte Titoli S.p.A., piazza Affari No. 6 - 20123 Milan, Ref. "Delega Assemblea I Grandi Viaggi settembre 2026", preceded by a digitally reproduced copy (PDF) via ordinary email to the address RD@pec.euronext.com (subject: "Delega Assemblea I Grandi Viaggi settembre 2026"). Within the same deadlines, the proxy and voting instructions are revocable. The proxy is not effective with regard to proposals for which no voting instructions have been given.
Proxies or sub-proxies may also be granted to the designated representative pursuant to Article 135-novies, in derogation of Article 135-undecies, paragraph 4, of the TUF, containing voting instructions on all or some of the agenda items. For the transmission of such proxies/sub-proxies, the methods indicated above and also included in the proxy/sub-proxy form must be followed.
The proxy/sub-proxy must be received no later than 6:00 PM on the day before the Meeting (provided that the Designated Representative may accept proxies and/or instructions even after the aforementioned deadline and before the start of the Meeting proceedings). Within the aforementioned deadline, the proxy/sub-proxy and the related voting instructions are always revocable using the aforementioned methods.
For any clarification regarding the granting of a proxy to the Designated Representative, those entitled to attend the Meeting may contact Monte Titoli S.p.A. via email at RegisterServices@euronext.com or by phone at (+39) 02.33635810 during business hours, from 9:00 AM to 5:00 PM.
The use of remote or postal voting procedures is not foreseen.
ADDITION TO THE AGENDA OR SUBMISSION OF NEW RESOLUTION PROPOSALS
Pursuant to art. 126-bis TUF, Shareholders who, even jointly, represent at least one-fortieth of the share capital may request, within ten days of the publication of this notice, and therefore by July 20, 2026, the addition of items to the agenda, indicating in the request the further proposed topics, or submit resolution proposals on matters already on the agenda of this notice of call.
Requests for additions and further proposals must be sent in writing, by the deadline mentioned above, by registered mail to the Company's registered office, in Milan, via della Moscova n. 36 - 20121, or by certified email to Liliana.Capanni@pec.it, together with the communication certifying ownership of the shareholding issued by the intermediaries holding the accounts on which the applicants' shares are registered. Within the aforementioned deadline and by the same methods, a report must be submitted by any proposing shareholders, providing the reasons for the resolution proposals on the new matters they propose to discuss or the reasons relating to the further resolution proposals submitted on matters already on the agenda.
Any additions to the agenda or the submission of further resolution proposals on matters already on the agenda will be announced, in the same forms prescribed for the publication of this notice, at least fifteen days before the date set for the Meeting. Concurrently, the aforementioned reports prepared by the requesting shareholders, accompanied by any evaluations from the Board of Directors, will be made available to the public in the same forms provided for the documentation relating to the Meeting.
Addition to the agenda is not permitted for topics on which the Meeting resolves, by law, upon proposal of the Directors or based on a plan or report prepared by them, other than those pursuant to art. 125-ter, paragraph 1, TUF.
INDIVIDUAL SUBMISSION OF NEW RESOLUTION PROPOSALS
Without prejudice to the provisions of Article 126-bis, paragraph 1, first sentence, of the TUF, those entitled to vote may individually submit resolution proposals on the matters on the agenda or proposals whose submission is otherwise permitted by law within the fifteenth day preceding the date of the single call of the Meeting (i.e., by August 20, 2026).
Resolution proposals must be submitted in writing, together with information allowing the identification of the person submitting them, at the Company's registered office or by sending them to the certified email address liliana.capanni@pec.it, together with the communication certifying ownership of the shareholding issued by the intermediaries holding the accounts on which the applicants' shares are registered.
Such resolution proposals will be published by the Company within two days following the expiry of the deadline (i.e., by Saturday, August 22, 2026) in the section of the Company's website dedicated to this Meeting so that holders of voting rights can view them for the purpose of granting proxies and/or sub-proxies, with related voting instructions, to the Designated Representative. For the purpose of publication, as well as in relation to the conduct of the meeting proceedings, the Company reserves the right to verify the relevance of the proposals with respect to the agenda items, their completeness, their compliance with applicable regulations, and the legitimacy of the proposers.
RIGHT TO ASK QUESTIONS BEFORE THE MEETING
Pursuant to art. 127-ter of the TUF, those entitled to vote at the Meeting, in whose favor the Company has received specific communication issued by the intermediaries where the applicants' shares are registered, may ask questions on the matters on the agenda before the Meeting, by August 26, 2026 (i.e., by the date indicated in art. 83-sexies TUF, paragraph 2), by registered mail with return receipt sent to the Company's registered office in Milan, via Moscova 36 - Cap 20121, attention of the Corporate Office, or, alternatively, by certified mail to Liliana.Capanni@pec.it.
Questions received before the Meeting within the aforementioned deadline will be answered, at least three days before the Meeting itself (i.e., by September 1, 2026), by publication on the Company's website (https://investors.igrandiviaggi.it/governance/assemblea-degli-azionisti/ in the "2026" section), with the Company reserving the right to provide a single answer to questions with the same content; please note that no answer will be provided if the requested information is already available in "question and answer" format.
DOCUMENTATION
The documentation relating to the Meeting, including the explanatory report and the resolution proposals on the agenda item, will be made available to the public, within the terms and by the methods provided for by current regulations, at the Company's registered office, in Milan, via Moscova n. 36, the authorized storage mechanism (www.emarketstorage.it), as well as on the website https://investors.igrandiviaggi.it/governance/assemblea-degli-azionisti/ in the "2026" section.
Shareholders may obtain copies by requesting them from the Corporate Secretariat (email direzione@igrandiviaggi.it), which reserves the right to request reimbursement of expenses, if any.
This notice of call will be published on July 11, 2026, in extract in the newspaper Italia Oggi.
Milan, July 10, 2026 The Chairman of the Board of Directors Luigi Maria Clementi
End of Press Release n.0146-16-2026 Number of Pages: 8