PRESS RELEASE
ORDINARY SHAREHOLDERS' MEETING OF REWAY GROUP S.P.A.
• Acknowledgment of the irrevocable resignations of the members of the Board of Directors and the Board of Statutory Auditors, submitted on July 30th , 2026.
• A resolution was passed to waive liability claims against outgoing directors and statutory auditors, except in cases of willful misconduct or gross negligence.
• New Board of Directors Appointed: Aurelio Regina Named Chairman.
• New Board of Statutory Auditors Appointed : Giovanni Grazzini Appointed Chairman.
Milan, September 23 rd, 2026 – Reway Group S.p.A. (EGM: RWY) – Italy’s largest operator in the road and highway infrastructure rehabilitation sector as well as the only one in Italy to also have in its core business the maintenance of the rail network (the “Company” or “Reway Group”) – announces that today, the Company’s Ordinary Shareholders’ Meeting took note of the irrevocable resignations, submitted on July 30 th, 2026, in connection with the acquisition completed on that same date by Rinova BidCo S.p.A. of the equity interest previously held by Luccini S.r.l. in the Company’s share capital, by the members of the current Board of Directors – with the exception of Director Alessio Masiero, who was appointed by co -optation to replace Director Francesco Dell’Elmo, whose resignation had been tendered with immediate effect as of July 30th , 2026 – and by all members of the Board of Statutory Auditors, effective as of the date of today’s Shareholders’ Meeting, as well as the termination of Director Alessio Masiero’s term of office, which expired on the date of today’s Shareholders’ Meeting pursuant to Article 2396 -undecies, paragraph 1, of the Italian Civil Code.
The Shareholders’ Meeting also resolved to waive the right to bring a liability action, pursuant to Article 2393 of the Civil Code, against members of the Board of Directors and members of the Board of Statutory Auditors who have resigned and/or ceased to hold office, including directors Francesco Dell'Elmo and Alessio Masiero, in connection with the positions they held in the Company, except in cases of willful misconduct or gross negligence.
Appointment of the Board of Directors The Shareholders' Meeting appointed the new Board of Directors, which will remain in office f o r t h e fi s c a l y e a r s 2 0 2 6 , 2 0 2 7 , a n d 2 0 2 8 , w i t h i t s t e r m e x p i r i n g o n t h e d a t e o f t h e Shareholders' Meeting called to approve the financial statements for the fiscal year ending December 31 st, 2028.
The Shareholders’ Meeting resolved to confirm the number of members of the Board of Directors at 7 (seven), appointing the members listed on the sole slate filed by the majority shareholder, Rinova BidCo S.p.A., which holds 32,353,802 common shares, repres enting 83.38% of the share capital:
1. Aurelio Regina, in his capacity as Chairman of the Board of Directors;
2. Fabio Cosmo Domenico Canè, in his capacity as director;
3. Alessio Masiero, in his capacity as director;
4. Andrea Paolo Maria Vallini, in his capacity as director;
5. Paolo Luccini, in his capacity as director;
6. Andrea Corradino, in his capacity as director;
7. Giuseppe Carlo Ferdinando Vegas, as an independent director.
Director Giuseppe Carlo Ferdinando Vegas has declared that he meets the independence requirements pursuant to Article 148, paragraph 2, of Legislative Decree No. 58 of February 24, 1998 (“TUF”), as referred to in Article 147 -ter, paragraph 4, of the TUF an d Article 24.2 of the Articles of Incorporation.
The Shareholders’ Meeting also resolved to set the annual compensation for the members of the Board of Directors for the entire term of their office, in addition to the reimbursement of expenses incurred and documented in the performance of their duties, w ithout prejudice to the Board of Directors’ authority, pursuant to Article 2389, paragraph 3, of the Civil Code, to determine any additional compensation due to directors entrusted with specific responsibilities.
The relevant resumes and other supporting documentation are available at the company’s headquarters, as well as on the website www.rewaygroup.com (under “Investor Relations > Shareholders’ Meetings”) and on the Borsa Italiana website www.borsaitaliana.it (under “Stocks > Documents”).
It is also hereby announced that a meeting of the Company’s newly appointed Board of Directors was held today, during which, among other things, the Board confirmed the appointment of Director Paolo Luccini as Chief Executive Officer of the Company, effecti ve until the natural expiration of his term as a director of the Company.
Appointment of the Board of Statutory Auditors The Shareholders’ Meeting appointed the new Board of Statutory Auditors, which will remain in office until the date of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31 st, 2028, based on the sole list filed, submitted by Rinova
BidCo S.p.A.:
Standing Auditors:
1. Giovanni Grazzini, in his capacity as Chairman of the Board of Statutory Auditors;
2. Maurizio Salom, in his capacity as standing auditor;
3. Stefano Lunardi, in his capacity as standing auditor.
Alternate Auditors:
1. Monica Antonia Castiglioni, in her capacity as alternate auditor;
2. Mauro Zavani, in his capacity as alternate auditor.
The Shareholders’ Meeting also resolved to set the annual compensation for the members of the Board of Statutory Auditors for the entire term of their appointment .
The relevant resumes and other supporting documentation are available at the company’s headquarters, as well as on the website www.rewaygroup.com (under “Investor Relations > Shareholders’ Meetings”) and on the Borsa Italiana website www.borsaitaliana.it (under “Stocks > Documents”).
Documentation Deposit
The minutes of the Ordinary and Extraordinary Shareholders’ Meeting, to which reference should be made for further information, and the summary of voting results will be made available, in accordance with the procedures and deadlines set forth in applicable regulations, on the Company’s website at www.rewaygroup.com (Investor Relations > Shareholders’ Meetings section), as well as on the Borsa Italiana website at www.borsaitaliana.it (under the Shares > Documents section).
****
For the dissemination of regulated information, Reway Group uses the 1info dissemination system ( www.1info.it ), managed by Computershare S.p.A., with registered office in Milan, via Lorenzo Mascheroni 19 and authorized by CONSOB.
****
This press release is available on the Company’s website, https://www.rewaygroup.com/, in the “Investor Relations/Press Releases” section, and on www.1info.it .
****
Reway Group, —The Parent Company of the Group of the same name — is Italy's largest operator specialised in rehabilitation and maintenance of road and highway infrastructures, as well as the only organisation in Italy capable of handling all the activities related to the chain of restoration of bridges, tunnels and viaducts, and to also have in its core business the maintenance of the railway network.
- Established in 2021 from the contribution of the shares of several major companies active in Italy in the maintenance and rehabilitation of road and highway infrastructure, Reway Group now operates through three subsidiaries:
- M.G.A. S.r.l., which specializes in the maintenance and rehabilitation of road tunnels and viaducts, and, following the incorporation of Soteco and TLS, in the installation of safety and sound-
absorbing barriers, and special works such as, for example, sei smic retrofitting of viaducts, bridges
and tunnels;
- Gema S.p.A., among the leading operators active in the maintenance of infrastructure and civil works in the railway sector;
- Vega Engineering S.r.l., a multidisciplinary engineering company that has in its core business the engineering design of road and rail infrastructures, civil and industrial works, support services to R.U.P . and management of orders.
The company provides services for its subsidiaries, including financial planning and strategy, procurement of goods and services, and technical accounting management. Reway Group has a workforce of 600 people and has a modern fleet with over 300 operating vehicles.
Conta cts
Reway Group S.p.A.
Company | Federico Della Gatta - Investor Relations Manager| ir@rewaygroup.com Integrae SIM S.p.A.| T +39 02 80506160 Euronext Growth Advisor & Specialist | info@integraesim.it | Piazza Castello 24 - 20121 Milano Barabino & Partners Media e Investor Relations
Stefania Bassi
E-mail: s.bassi@barabino.it
mob: +39 335 6282667
Jacopo Pedemonte
E-mail: j.pedemonte@barabino.it
mob: +39 347 0691764
Elena Magni
E-mail: e.magni@barabino.it
mob: +39 348 4787490