Misitano & Stracuzzi S.p.a.
Citrus Products
Via Ghibellina, 64 – 98122 Messina (Italy) Capitale sociale € 1.277.550,00 i.v.
Iscrizione al registro delle imprese di Messina
C.F. e P.IVA 00170700835 Tel.: + 39 090 2922571
Email: info@misitanoestracuzzi.com
Website: misitanoestracuzzi.com
NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING
The Shareholders’ Meeting of Misitano & Stracuzzi S.p.A. (the “Company”) is hereby convened, in ordinary session, on 30 July 2026 at 12:00 p.m. (CET) on first call and, if necessary, on 31 July 2026 at the same time on second call, to be held exclusively by means of telecommunication , in order to discuss and resolve upon the following :
AGENDA ITEMS
1. Annual Financial Statements as at 31 December 2025 , related and resulting resolutions 1.1 Approval of the Financial Statements as of 31.12.202 5, accompanied by the Report of the Board of Directors on operations, the Report of the Board of Statutory Auditors, and the Report of the Independent Auditors. Presentation of the consolidated Financial Statements of the Misitano & Stracuzzi Group as of 31.12.202 5 1.2 Allocation of the profit for the year
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SHARE CAPITAL AND VOTING RIGHTS
The share capital amounts to Euro 1,277,550, divided into 30,060,000 ordinary shares with no par value. Each share entitles the holder to one vote at the Company’s ordinary and extraordinary shareholders' meetings. Detailed information regarding the amount and composition of the share capital is available on the Company’s website at https://misitanoestracuzzi.com (in the section:
Investor Relations / Investors / Shareholders ).
ENTITLEMENT TO ATTEND AND VOTE
Pursuant to Article 14.8 of the Company's By -Laws and in accordance with Article 135 -undecies of Legislative Decree No. 58/1998, as amended and supplemented (the “Italian Consolidated Finance Act” or “TUF”), shareholders may attend the Shareholders’ Meetin g and exercise their voting rights exclusively through the Appointed Representative pursuant to Article 135 -undecies of the TUF. For the relevant procedures, reference is made to the information set out below in the specific section (“Proxy to the Company’ s Appointed Representative”).
Any amendments and/or additions to the information contained in this notice of call will be promptly made available on the Company’s website and through the other channels provided for by applicable law.
Pursuant to Article 14 of the Company’s By -Laws (the “ By-Laws ”) and Article 83 -sexies of the TUF, entitlement to attend the Shareholders’ Meeting and exercise voting rights – which may occur exclusively through the Appointed Representative – is certified by a communication to the Company from the authorized intermediary, based on the records relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders’ Meeting on first call (i.e., 21 July 2026 – the record date ).
Any credit or debit entries recorded on shareholders’ accounts after such date shall not be relevant for the purpose of establishing entitlement to vote at the Shareholders’ Meeting.
Accordingly, persons who become holders of the Company’s shares only afte r such date shall not be entitled to attend and vote at the Meeting.
Misitano & Stracuzzi S.p.a.
Citrus Products
Via Ghibellina, 64 – 98122 Messina (Italy) Capitale sociale € 1.277.550,00 i.v.
Iscrizione al registro delle imprese di Messina
C.F. e P.IVA 00170700835 Tel.: + 39 090 2922571
Email: info@misitanoestracuzzi.com
Website: misitanoestracuzzi.com
The intermediary’s communication must be received by the Company by the end of the third trading day preceding the date set for the Shareholders’ Meeting on first call (i.e., by 27 July 2026 ). Entitlement to attend and vote, always exclusively through the Appointed Representative, shall nevertheless remain valid if such communication is received by the Company after the aforementioned deadline, provided that it is received before the beginnin g of the Meeting proceedings.
The communication to the Company is made by the intermediary at the request of the person entitled to vote.
Directors, Statutory Auditors, representatives of the auditing firm, the Appointed Representative, and the secretary of the meeting may attend the Shareholders’ Meeting by means of telecommunication systems that also ensure their identification. Instructio ns for participation through such telecommunication means will be provided by the Company to the persons concerned.
REPRESENTATION AT THE SHAREHOLDERS’ MEETING
Pursuant to Article 14.8 of the Company’s By -Laws and in accordance with Article 135 -undecies of the TUF, persons entitled to vote may attend the Shareholders’ Meeting exclusively through the Appointed Representative pursuant to Article 135 -undecies of the TUF.
The Company has appointed Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni No. 19, as the Appointed Representative, to whom voting -right holders must grant , free of charge (except for any mailing expenses), a proxy with voting instructions on all or some of the items on the agenda.
The proxy shall be effective only with respect to those proposals for which voting instructions have been provided. Shares for which a proxy has been granted, even partially, shall be counted for the purposes of establishing a valid quorum of the Sharehold ers’ Meeting. With regard to proposals for which no voting instructions have been given, the relevant shares shall not be counted for the purposes of calculating the majority or the portion of share capital required for the approval of resolutions.
For this purpose, the specific proxy form prepared by the Appointed Representative, in agreement with the Company, must be used. The form will be made available on the Company’s website at https://www.misitanoestracuzzi.com/ under the section “Investor Relations / Corporate Governance / Shareholders’ Meetings.” The proxy form containing voting instructions must be submitted in accordance with the instructions provided therein by the end of the second trading day preceding the date scheduled for the Shareholders’ Meeting, including any subsequent call. Accordingly , in the event of the Meeting being held on first call, the deadline will be 28 July 2026 (or 29 July 2026 in the event of the Meeting being held on second call). Within the same deadlines, the proxy and voting instructions may also be revoked.
The aforementioned Appointed Representative may also be granted proxies or sub -proxies pursuant to Article 135 -novies of the TUF, by way of derogation from Article 135 -undecies, paragraph 4, of the TUF.
The Appointed Representative is available for any clarification or information at +39 06 45417432 or by e -mail at ufficiorm@computershare.it .
Misitano & Stracuzzi S.p.a.
Citrus Products
Via Ghibellina, 64 – 98122 Messina (Italy) Capitale sociale € 1.277.550,00 i.v.
Iscrizione al registro delle imprese di Messina
C.F. e P.IVA 00170700835 Tel.: + 39 090 2922571
Email: info@misitanoestracuzzi.com
Website: misitanoestracuzzi.com
DOCUMENTATION
The documentation relating to the Shareholders’ Meeting, including the explanatory report of the Board of Directors on the items on the agenda, together with this notice of call, is made available to the public at the Company’s registered office and on the Company’s website www.misitanoestracuzzi.com under the section “Investor Relations / Corporate Governance / Shareholders’ Meetings,” as well as on www.borsaitaliana.it, under the section Shares / Documents, within the time limits provided by law. Shareholders are entitled to obtain copies of such documentation.
This notice of call is also published, in excerpt form, on today’s edition of the newspaper ItaliaOggi.
Messina, July 14, 2026
On behalf of the Board of Directors