Notice of call of Extraordinary and Ordinary Shareholders’ Meeting on 18 December 2026
An Extraordinary and Ordinary Meeting of the Shareholders of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. (abbreviated “IGD SIIQ S.p.A.”) is convened in Bologna (BO), Via Trattati Comunitari Europei 1957-2007, no. 13, on 18 December 2026, at 10:30 a.m., on first call and, if necessary, on 19 December 2026, on second call at the same time and place, in the manner described herein, to discuss and pass resolutions on the following
AGENDA
Extraordinary session
1. Proposed amendments to the Articles of Association to implement the regulatory changes introduced by Legislative Decree No. 47 of 27 March 2026 (amendments to Articles 10, 13, 16, 22, 23, and 26 of the Articles of Association). Related and consequent resolutions.
2. Proposed amendment to Article 7 of the Articles of Association to remove the increased voting rights under Article 127-quinquies, Paragraph 1 of Legislative Decree No. 58 of 24 February 1998. Related and consequent resolutions.
Ordinary session
1. Proposed amendments to the “Regulations of the General Meeting of Shareholders”. Related and consequent resolutions.
CONDUCT OF THE SHAREHOLDERS’ MEETING
Pursuant to the law and the company’s Articles of Association, the Board of Directors, unanimously and, therefore, by the affirmative vote of all independent directors, resolved to exercise the option provided for by Articles 125bis.1, paragraph 2, of Legislative Decree no. 58 of 24
February 1998 (the “TUF”), establishing that attendance and voting at the Meeting by eligible shareholders may only occur through the representative appointed by the Company, pursuant to Article 135-undecies of the TUF, identified as Computershare S.p.A., with registered
office in Via Lorenzo Mascheroni no. 19 – 20145 Milan (the “Appointed Representative”), as specified below. Therefore, Shareholders or their representatives other than the Appointed Representative are not permitted to participate in the meeting proceedings physically or via remote connection.
Pursuant to Article 125-bis.1, paragraph 3 of the TUF, on 12 November 2026, the Board of Directors approved, by the aforementioned majorities, a set of regulations governing the terms and procedures for shareholder participation in the Shareholders’ Meeting (the “Regulation pursuant to Article 125-bis.1 TUF”). The Regulation pursuant to Article 125-bis.1 TUF does not affect the application of the Company’s “Regulations of the General Meeting of Shareholders” pursuant to Article 10.3 of the Articles of Association, which are proposed
to be amended at the Meeting called through this Notice and which will continue to apply to all non-regulated matter or matter otherwise governed by the Regulations pursuant to Article 125-bis.1 TUF. Both of the aforementioned regulations are available on the Company’s website at www.gruppoigd.it in the section “Governance – Shareholders’ Meeting” (link https://www.gruppoigd.it/en/governance/shareholders-meeting/).
Pursuant to Article 125-bis.1 TUF, Shareholders individually or jointly representing one twentieth (5%) of the share capital carrying voting rights on the items on the agenda may request, within five days of the publication of this notice of call and, therefore, by 18 November 2026, that the Shareholders’ Meeting be held in person at a physical venue, rather than exclusively through the Appointed Representative. The requests for additional items must be submitted in writing, attaching the intermediary’s notice attesting to the ownership of the share capital quota, and sent by e-mail to the certified e-mail address legal_igdsiiqspa@pec.gruppoigd.it.
Any exercise of this right will be announced within three days by way of a supplement to this notice, published using the same means as this notice.
ADDITIONAL MATTER AND NEW PROPOSALS FOR RESOLUTION TO BE ADDED TO THE AGENDA
Pursuant to Article 126-bis TUF, Shareholders individually or jointly representing at least one fortieth (2.5%) of the share capital carrying voting rights may
(i) request, within three days of the publication of this notice and, therefore, by 16 November 2026, additional matter for discussion to be included in the agenda, specifying the proposed supplementary items; and
(ii) submit, within ten days of the publication of this notice and, therefore, by 23 November 2026, any proposals for resolutions on matters already on the agenda (supplemented as applicable).
Any additional items to the agenda may not include such matter as, by law, must be presented in the form of a motion by the Directors or discussed on the basis of a Directors’ plan or report, other than those set out in Article 125-ter, paragraph 1, TUF.
The requests for additional items and proposed resolutions must be submitted in writing by the Shareholders who wish to put forward the proposal, along with the notice issued by the intermediaries that keep the accounting records on which the shares are registered, attesting to the ownership of the above mentioned percentage of the share capital, via e-mail to the certified e-mail address legal_igdsiiqspa@pec.gruppoigd.it, in the manner and timing specified above.
Shareholders requesting additions to the agenda and those submitting proposed resolutions must prepare specific reports specifying the reasons for the proposed resolutions on the new items they put forward for discussion or the reasons for the additional proposed resolutions submitted on items already on the agenda, amended as necessary.
The aforementioned reports must be sent to the Board of Directors in the manner and timing specified above, that is to say by 16 November 2026 for the requests for additions to the agenda, and by 23 November 2026 for the proposals for resolutions on matters already on the agenda (as eventually integrated).
The agenda thus supplemented, if any, will be published, by the same means as this notice, within eight days of the publication hereof and, therefore, by 21 November 2026, while notice that further resolutions are proposed on matters already on the agenda, supplemented as applicable, will be given by the same means of publication as this notice, at least fifteen days before the Meeting’s first call date and, therefore, no later than 2 December 2026.
The Board of Directors will make the reports of the requesting Shareholders available to the public, along with any Board assessments thereof, at the same time as the publication of the notice of addition or presentation, in accordance with the procedures set forth in Article 125-ter, paragraph 1, TUF.
PROCEDURES THAT SHAREHOLDERS MUST RESPECT IN ORDER TO PARTICIPATE IN THE MEETING AND EXERCISE VOTING RIGHTS ENTITLEMENT TO SPEAK AND PROXIES
Pursuant to Article 83-sexies TUF and Article 12.2 of the corporate Articles of Association, the right to attend and vote at the Shareholders’ Meeting is subject to the Company’s receipt of a notification issued by an authorized intermediary in accordance with applicable regulations, based on the intermediary’s accounting records at the end of the seventh trading day prior to the date of the meeting on first call, i.e. 9 December 2026 (the record date).
Any dispositions or transfers of shares from such accounts subsequent to this date shall not be taken into account for the purpose of establishing the right to vote at the Shareholders’ Meeting. Please note that the communication is sent to the Company by the intermediary upon request of the eligible shareholder.
Said notices must be received by the Company by the end of the third trading session prior to the date on which the Shareholders’ Meeting is convened on first call and, therefore, by 15 December 2026.
As specified above, parties entitled to vote who wish to participate in the Shareholders’ Meeting may do so exclusively by appointing the Appointed Representative, in the manner detailed below.
The foregoing is without prejudice to the right to take part in and vote at the Shareholders’ Meeting, which may be exercised solely through the Appointed Representative, provided the above-mentioned notice is received by the Company before the start of the meeting’s proceedings, including after the end of the third trading session prior to the date on which the Shareholders’ Meeting is convened on first call. Eligible parties may only address the meeting and cast their votes through the Appointed Representative.
No procedures for voting by correspondence or electronic means are currently available.
The Appointed Representative is available for clarification or information at the telephone number 02 46776821 – 14 or at the email address ufficiomi@computershare.it.
PROCEDURES FOR GRANTING PROXIES/SUB-PROXIES TO THE APPOINTED REPRESENTATIVE
The appointed Company Computershare S.p.A., registered office in Via Lorenzo Mascheroni no. 19, 20145 Milan, as the Appointed Representative pursuant to Articles 125-bis.1, paragraph 2, and 135-undecies, TUF. Shareholders wishing to attend the Shareholders’ Meeting may grant their proxy, at no extra cost (except for any shipping costs), directly to the Appointed Representative, with the relevant voting instructions on all or part of the proposals concerning the items on the agenda, by filing the proxy form available on the Company’s website: www.gruppoigd.it/en/ section on “Governance – Shareholders’ Meeting” (link: https://www.gruppoigd.it/en/governance/shareholders-meeting/).
The proxy form, to be notified to the Company via the Appointed Representative together with the relevant voting instructions, a valid ID document and, as applicable, the documentation providing proof of signatory power, must be received within and no later than the end of the second trading session prior to the date set for the Shareholders’ Meeting, i.e., no later than 16 December 2026 for the first call, and 17 December 2026 for the second call, as specified in the proxy form. The proxy and the related voting instructions may be revoked within the same timeframe.
Proxies may also be granted to the Appointed Representative pursuant to Article 135-novies of the TUF, using the same form referred to above, which must be delivered to the Appointed Representative in the manner and within the deadlines indicated above. The proxy and/or sub proxy and the related voting instructions may be revoked within the same timeframe.
The proxy will be effective only for the proposals in relation to which voting instructions have been given.
The submission of the form in any manner other than mentioned therein will not ensure the correct conferral of the proxy to the Appointed Representative.
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Intervention at the Shareholders’ Meeting of the members of the corporate bodies, the Secretary and the Appointed Representative
Participation in the Shareholders’ Meeting of the members of the corporate bodies, the Secretary in charge and the Appointed Representative may also, or exclusively, take place by means of video/tele communication, as individually communicated to each of them, in accordance with applicable provisions.
RIGHT TO ASK QUESTIONS
Those who are entitled to vote, and for whom the Company has received a notification from the intermediary authorized in accordance with applicable regulations, may submit questions regarding the items on the agenda prior to the Shareholders’ Meeting, by sending them via certified e-mail to the address legal_igdsiiqspa@pec.gruppoigd.it.
Shareholders submitting questions must provide adequate identification as well as appropriate documentation proving that they are entitled to vote, issued by the depositary intermediary or, failing that, the references of the notice issued by the intermediary and its indications and details.
The Company must receive the questions within the seventh trading session prior to the Shareholders’ Meeting in first call, i.e. 9 December 2026. Questions shall be answered at the latest three days before the Shareholders’ Meeting, i.e. by 15 December 2026, through publication on the Company’s website, in the section reserved to the Shareholders’ Meeting at the following link: https://www.gruppoigd.it/en/governance/shareholders-meeting/. The Company may reply with a single answer to questions on the same content. A reply is not due when the requested information is already available in the «Q&A» section of the Company’s website in the shareholders’ meetings section at the following link: https://www.gruppoigd.it/en/governance/shareholders-meeting/, or concerns matters
not up for resolution during this Meeting.
DOCUMENTATION
The documentation regarding the Shareholders’ Meeting is available to the public on the Company’s website https://www.gruppoigd.it/en/,
section on Governance – Shareholders’ Meeting (link: https://www.gruppoigd.it/en/governance/shareholders-meeting/), as well as on the authorized eMarket Storage system available at www.emarketstorage.com managed by Teleborsa S.r.l., and as otherwise provided for by the law.
The full documentation concerning the Shareholders’ Meeting is also available at the Company’s registered office.
This notice is published both online, on the Company’s website and on the authorised storage mechanism eMarket Storage www.emarketstorage.com managed by Teleborsa S.r.l., and in paper, in abridged format, on the daily newspaper “MF” on 13 November 2026.
