Below is the press release, available in PDF format.
Genoa, 7 August 2026
RT&L S.p.A. (“RT&L” or the “Company”), the parent company of the RT&L Group, active in global logistics services with a strong presence in strategic markets and a broad range of integrated solutions in the freight forwarding and customs brokerage sectors, announces that, as of today, the notice of calling of the Ordinary Shareholders’ Meeting has been published on its website www.rtlproject.com (Investor Relations > Shareholders’ Meeting section>), on the website www.borsaitaliana.it (Shares > Documents section>) and, by extract, in the newspaper “Il Sole 24 Ore”.
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Those entitled to attend and exercise voting rights are hereby convened to the Ordinary Shareholders’ Meeting of RT&L S.p.A. (the “Company”), to be held at the Company’s registered office in Genoa, Via Bacigalupo 4/6 – 16122, on a single call, on 8 September 2026 at 11:00 a.m., to discuss and resolve upon the following
AGENDA
- Reverse take-over transaction pursuant to Article 14 of the Euronext Growth Milan Issuers’ Regulation. Resolutions thereon and related matters.
Information on the share capital and voting rights
The share capital amounts to Euro 1,175,400.00, fully subscribed and paid-up, and is divided into 11,754,000 shares, of which 10,827,608 ordinary shares and 926,392 multiple-vote shares. At all ordinary and extraordinary Shareholders’ Meetings of the Company, each ordinary share carries the right to one vote, while each multiple-vote share carries the right to 10 votes.
Information on the composition of the share capital is available on the Company’s website at www.rtlproject.com (Investor Relations > Shareholders’ Information section>).
Right to attend the Shareholders’ Meeting
Pursuant to Article 83-sexies of Legislative Decree No. 58/1998, as subsequently amended (the “TUF”), persons entitled to attend the Shareholders’ Meeting and exercise voting rights shall be those for whom the Company has received the relevant communication issued by an authorised intermediary in accordance with applicable regulations, certifying ownership of the shares based on the intermediary’s accounting records as at the end of the accounting day on the seventh trading day preceding the date of the Shareholders’ Meeting (i.e. 28 August 2026).
Any entries credited to or debited from the relevant accounts after the above-mentioned date shall not be taken into account for the purposes of eligibility to exercise voting rights at the Shareholders’ Meeting. Accordingly, persons who become shareholders after 28 August 2026 shall not be entitled to attend or vote at the Shareholders’ Meeting.
The communication issued by the authorised intermediary must be received by the Company by the end of the accounting day on the third trading day preceding the date of the Shareholders’ Meeting (i.e. 3 September 2026). The right to attend the Shareholders’ Meeting and exercise voting rights shall nevertheless remain valid if the relevant communications are received by the Company after such deadline, provided that they are received before the commencement of the Shareholders’ Meeting.
Further provisions for participation by videoconference
Pursuant to Article 14 of the Articles of Association, participation in the Shareholders’ Meeting and the exercise of voting rights may also take place by videoconference.
Shareholders intending to participate in the Shareholders’ Meeting must submit, by 12:00 p.m. on 7 September 2026, a specific request to the Company’s certified email address rtlpec@legalmail.it, attaching: (i) a copy of the bank certification referred to in the above section (“Right to attend the Shareholders’ Meeting”); (ii) a copy of a valid photo ID of the person participating; in the case of a representative of a legal entity or a proxy pursuant to the following section (“Voting by proxy”), evidence of the powers authorising participation in the Shareholders’ Meeting or the granting of the proxy must also be provided; and (iii) any duly completed and signed proxy form.
By the end of 7 September 2026, the Company will send the relevant PIN for participation in the Shareholders’ Meeting to those persons who have duly submitted the above-mentioned documentation, using the same email address from which the request was sent.
Persons who have not duly complied with the above requirements shall not be entitled to participate in or vote at the Shareholders’ Meeting.
Amendments to the agenda and submission of new resolution proposals
Pursuant to Article 126-bis of the TUF, shareholders representing at least one fortieth of the share capital entitled to vote at the Shareholders’ Meeting may request, within 5 (five) days of publication of this notice (i.e. by 14 August 2026), that the list of matters to be discussed be supplemented, indicating in their request the additional items they propose.
Requests to supplement the agenda must be accompanied by an explanatory report, which must be sent by certified email to the following address: rtlpec@legalmail.it, by the deadline for submitting the request for supplementation.
Supplementation of the agenda shall not be permitted for matters on which the Shareholders’ Meeting resolves, pursuant to applicable law, upon a proposal by the directors or on the basis of a project or report prepared by them.
The supplementary notice of the agenda will be published in one of the following newspapers: “MF-Milano Finanza”, “Italia Oggi” or “Il Sole 24 Ore”, no later than the seventh day preceding the date of the Shareholders’ Meeting (i.e. by 1 September 2026).
Voting by proxy
Each person entitled to attend the Shareholders’ Meeting may be represented by means of a written proxy within the limits and in accordance with the procedures provided for by applicable law, with the option of using the proxy form available on the Company’s website at www.rtlproject.com (Investor Relations > Shareholders’ Meeting section>), as well as on the website www.borsaitaliana.it (Shares > Documents section>).
The proxy may be submitted to the Company by certified email to rtlpec@legalmail.it.
Pursuant to applicable regulations, the proxy holder shall retain the original proxy and keep a record, for one year from the conclusion of the Shareholders’ Meeting, of the voting instructions received.
Questions on the matters on the agenda
Pursuant to Article 127-ter of the TUF, each person entitled to vote may submit questions concerning the matters on the agenda prior to the Shareholders’ Meeting, provided that such questions are submitted no later than three days before the date of the Shareholders’ Meeting (i.e. by 2 September 2026).
Questions must be sent by certified email to rtlpec@legalmail.it, together with appropriate communication issued by the authorised intermediary certifying ownership of the voting rights.
Questions received prior to the Shareholders’ Meeting will be answered no later than during the Shareholders’ Meeting itself. The Company may provide a single answer to questions having the same content.
Organisational matters
Shareholders (or their proxies) wishing to participate by videoconference are invited to connect sufficiently in advance to ensure the smooth conduct of the Shareholders’ Meeting.
Participant registration activities will commence half an hour before the scheduled start time of the Shareholders’ Meeting.
Documentation
Upon publication of this notice of calling, the documentation relating to the Shareholders’ Meeting, including the explanatory report of the Board of Directors on the proposed resolutions concerning the matters on the agenda and the proxy voting form that persons entitled to attend the Shareholders’ Meeting may use, will be made available to shareholders and the public within the deadlines and in accordance with the requirements set forth by applicable law.
Such documentation will be available on the Company’s website at www.rtlproject.com (Investor Relations > Shareholders’ Meeting section>), as well as on the website www.borsaitaliana.it (Shares > Documents section>).
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For the dissemination of regulated information, the Issuer uses the 1INFO dissemination system (www.1info.it) managed by Computershare S.p.A., with registered office in Via Lorenzo Mascheroni 19, Milan.
>This press release is available on the website www.rtlproject.com, Investor Relations section > Press Releases and on www.1info.it.
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RT&L S.p.A. is the Italian company at the head of the RT&L Group, specialising in international logistics and freight forwarding solutions, with an established presence across the main strategic global markets. The Group provides customised services for the management of goods and complex projects, ensuring a flexible and high value-added approach. The Group’s activities are organised into three main Business Lines: Customs Brokerage, Project Cargo & Chartering, and General Cargo. In the 2025 financial year, on a pro forma basis, the Group generated a Value of Production of Euro 10.6 million and an EBITDA of Euro 2.7 million. Net Financial Position was cash positive at Euro 5.3 million, while Shareholders’ Equity amounted to Euro 14 million.
Contacts
Issuer
RT&L | Investor Relations Manager | Eleonora Bonifazio | investor.relations@rtlproject.com | T: 010 4717199 | via Bacigalupo 4, 16122 Genova, Italy
Euronext Growth Advisor & Specialist
Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello 24, 20121 Milano
