Single Call: December 9, 2026, at 11:00 AM
Designated Representative
Pursuant to Article 125-bis.1, paragraph 2, of Legislative Decree no. 58/98 (the “Consolidated Law on Finance” or “TUF”), the Board of Directors has resolved—with the favorable vote of the majority of the independent directors—that attendance at the Shareholders’ Meeting and the exercise of voting rights shall take place exclusively through the representative designated by the Company in accordance with Article 135-undecies of the TUF. Consequently, shareholders or their representatives—other than the Designated Representative—are not permitted to attend the proceedings of the meeting, either in person or via remote connection. Furthermore, pursuant to Article 125-bis.1, paragraph 3, of the TUF, the Board of Directors has approved the regulations governing the terms and procedures for participation in meetings where attendance and voting occur exclusively through the Designated Representative (the “Regulations pursuant to Art. 125-bis.1 TUF”). These regulations are published on the Company’s website, www.tessellis.it, under the Governance section titled “Ordinary Shareholders’ Meeting of Tessellis S.p.A. – December 9, 2026,” and should be consulted for any matters not expressly addressed in this notice.
Accordingly, the Company has appointed Computershare S.p.A.—with offices located at Via Nizza 262/73, 10126 Turin—to act as the Designated Representative. Shareholders wishing to participate in the Shareholders’ Meeting must therefore grant a proxy or sub-proxy to the Designated Representative, including voting instructions for all or some of the proposed resolutions concerning the items on the agenda.
The proxy/sub-proxy granted to the Designated Representative applies only to those proposals for which voting instructions have been provided; it is formalized by completing and signing the specific form, which is available in a printable version on the Company’s website at “tessellis.it/assemblea-azionisti/” (the “Form”).
The duly completed and signed Form must be submitted no later than the second trading day prior to the Shareholders’ Meeting—that is, by December 7, 2026. Until this same deadline, the proxy/sub-proxy and the voting instructions may be revoked.
To submit proxies/sub-proxies—including via electronic means—shareholders must follow the instructions provided on the Form.
There are no provisions for voting by correspondence or through electronic means.
Request to hold the Shareholders’ Meeting as an in-person gathering
Pursuant to Article 125-bis.1, paragraph 5, of the Consolidated Law on Finance (TUF), shareholders who, either individually or collectively, represent at least one-twentieth of the share capital with voting rights on the items on the agenda may request—within five days of the publication of this notice, i.e., by November 14, 2026—that the Shareholders’ Meeting be held as an in-person gathering, rather than relying exclusively on the Designated Representative. The request must be submitted in writing to Tessellis S.p.A., Località Sa Illetta SS 195 km 2.3, 09122, Cagliari (CA), or via certified email (PEC) to the address tessellis@legalmail.it, and must be accompanied by documentation suitable for proving ownership of the shareholding as required by law. If the request is validly submitted and the threshold is met, the Company will provide notice within three days by supplementing this notice, specifying the venue for the meeting and the applicable procedures for participation and voting; in such a case, the provisions set out in the supplement to the notice, as well as the Company’s then-current Shareholders’ Meeting Regulations, shall apply.
Participation and Representation
Those entitled to attend the Shareholders’ Meeting—exclusively through the Designated Representative, in accordance with the procedures indicated above—are the parties for whom the Company has received notification from an authorized intermediary certifying, based on records as of the end of the accounting day of November 30, 2026 (the “record date”), that they hold voting rights. Those who become shareholders after the aforementioned date shall not have the right to attend or vote at the Shareholders’ Meeting.
Participation by Authorized Parties
Pursuant to the aforementioned regulations under Article 125-bis.1 of the Consolidated Law on Finance (TUF), authorized parties (members of the corporate bodies, the appointed Secretary, and the Designated Representative) may attend the Shareholders’ Meeting via remote telecommunication means, in accordance with procedures communicated to them individually and in compliance with applicable legal provisions for such circumstances; it is not required that the Chairperson and the Secretary be present in the same location.
Addition to the agenda and further proposals for resolutions
Pursuant to Article 126-bis, paragraph 1, of the Consolidated Law on Finance (TUF), shareholders who, either individually or collectively, represent at least one-fortieth of the share capital share capital and who have established their eligibility to exercise this right in accordance with the applicable regulations may, within three days of the publication of this notice—that is, by November 12, 2026—request an addition to the list of items to be addressed, specifying the additional topics proposed in their request. Furthermore, shareholders who, either individually or collectively, represent at least one-fortieth of the share capital may submit draft resolutions on items already on the agenda (including any items added thereto) within ten days of the publication of this notice—that is, by November 19, 2026.
Requests for additions to the agenda and draft resolutions must be submitted in writing, accompanied by a copy of the requester’s identification document, via certified email (PEC) to: ufficiolegale.tiscali@legalmail.it. Eligibility to exercise these rights must be certified through a formal notification to the Company, sent to tiscali@pecserviziotitoli.it by an intermediary authorized under the applicable regulations. By the respective applicable deadline, a report must also be submitted, setting out the rationale for any proposed resolutions concerning new agenda items or for any draft resolutions submitted regarding items already on the agenda. Shareholders intending to exercise this right are advised to contact the Company’s Corporate & Legal Affairs department in advance at ufficiolegaleitalia@it.tiscali.com to clarify any necessary operational details.
Any additions to the agenda will be announced in the same manner as this notice, within eight days of its publication—that is, by November 17, 2026. The relevant requests and reports will be made available to the public in accordance with the procedures set forth in Article 125-ter, paragraph 1, of the Consolidated Law on Finance (TUF). Notice of the submission of any additional draft resolutions on matters already on the agenda will be provided in the same manner at least fifteen days prior to the date set for the Shareholders’ Meeting—that is, by November 24, 2026. Such proposals and their accompanying reports will be made available to the public at the time the notice of their submission is published, together with any comments from the Board of Directors. Please note that it is not permitted to add items to the agenda concerning matters on which the Shareholders’ Meeting is required by law to resolve based on a proposal from the administrative body, or on the basis of a draft or report prepared by said body (other than the reports referred to in Article 125-ter, paragraph 1, of the TUF).
Right to submit questions
Pursuant to Article 127-ter, paragraph 3-bis, of the TUF—given that attendance at the Shareholders’ Meeting and the exercise of voting rights take place exclusively through the Designated Representative—the right to submit questions regarding items on the agenda may only be exercised prior to the Meeting. Questions must be received by the Company no later than the 7th (seventh) trading day preceding the date of the Shareholders’ Meeting (held on a single call)—that is, by November 30, 2026—by sending an email via certified electronic mail (PEC) to the address: ufficiolegale.tiscali@legalmail.it.. Questions must include the personal details of the person submitting them (surname and first name, or the registered name in the case of an entity or company; place and date of birth; and tax code).
Those who can attest to their ownership of shares as of November 30, 2026 (the “record date”) are entitled to receive a response. To this end, the depository intermediary must provide—even after the request has been submitted—a formal notification (valid up to the aforementioned date) confirming the applicant’s ownership of the shares; this notification should be sent to tiscali@pecserviziotitoli.it. If a shareholder has already requested that their depository intermediary issue a certification of entitlement to participate in the Shareholders’ Meeting, it will suffice to include in the request the reference details of such certification (if provided by the intermediary) or, at a minimum, the name of the intermediary itself.
For requests received by the aforementioned deadline, once their relevance and the applicant’s entitlement have been verified, a response will be provided at least three days prior to the Shareholders’ Meeting by publishing the answers in a dedicated section of the Company’s website. The Company may provide a single, consolidated response to questions that address the same subject matter.
Supplementing the Board of Statutory Auditors
Regarding the first and only item on the agenda, please note that, pursuant to Article 18 of the Tessellis Articles of Association—and given that this does not involve the appointment of the entire Board of Statutory Auditors—the “slate voting” (list-based) appointment procedure does not apply. Instead, the Shareholders’ Meeting is called upon to resolve by majority vote, subject to the clarifications provided therein. Further information in this regard is contained in the explanatory report prepared by the Board of Directors, which has been published in accordance with the procedures and timeframes required by law.
Documentation
The documentation submitted to the Shareholders’ Meeting—including the full text of the proposed resolutions and the explanatory reports on the items on the agenda—will be made available within the timeframes prescribed by law. It will be published on the Company’s website at Shareholders’ Meetings – Tessellis —where shareholders and those entitled to vote may obtain a copy—as well as through the “e-market SDIR” storage mechanism.