Below is the press release, available in PDF format.
Genoa, march 20, 2026
RT&L S.p.A. (“RT&L” or “the Company”), the parent company of the RT&L Group, which operates 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 the Board of Directors has resolved:
(i) to submit for approval by the Shareholders’ Meeting the proposal to authorize the purchase and disposal of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code.
REASONS FOR THE PROPOSAL
– to establish a treasury stock reserve for the purpose of selling, disposing of, and/or utilizing treasury shares, in accordance with the strategic objectives the Company intends to pursue, as part of incentive plans and/or extraordinary transactions, including, by way of example and without limitation, exchange, swap, or contribution transactions, or transactions in support of capital transactions or other corporate and/or financial transactions and/or other extraordinary transactions to be carried out in the interest of the Company itself, in accordance with the Market Practices in effect from time to time as identified by the Supervisory Authority;
-to purchase own shares to be allocated to the beneficiaries of any incentive plans approved by the relevant corporate bodies, pursuant to Article 5, paragraph 2, subparagraph (c), of EU Regulation 596/2014 of April 16, 2014 (the “MAR”);
-to maintain the liquidity of the shares in order to facilitate the smooth conduct of trading and prevent price movements that are out of line with market trends, in accordance with the applicable Market Practices identified from time to time by the Supervisory Authority.
The Board will appoint an intermediary to carry out the purchases in compliance with applicable regulations.
MAXIMUM NUMBER OF SHARES TO BE PURCHASED
It is proposed that the Shareholders’ Meeting authorize the purchase of the Company’s treasury shares, on one or more occasions and in an amount to be determined at the Board’s discretion, up to a maximum number of shares not exceeding 5% of the current share capital. Purchases must be made within the limits of distributable profits and/or available reserves as shown in the most recently approved financial statements; furthermore, only fully paid-up shares may be purchased. The authorization will also grant the Board of Directors the authority to dispose of the shares held in the portfolio. It should be noted that, as of today, the Company does not hold any treasury shares in its portfolio.
TERM
Authorization to purchase treasury shares is requested for a period of 18 (eighteen) months from the date of any shareholders’ meeting resolution approving this proposal. The Board may carry out the authorized transactions on one or more occasions and at any time, in the manner and within the timeframe it deems appropriate, in compliance with applicable regulations, proceeding at the pace deemed appropriate in the Company’s best interests. Conversely, authorization to dispose of treasury shares that may be purchased and/or are already owned by the Company is requested without time limits, given the absence of time limits under current regulations and the desirability of allowing the Board of Directors to exercise maximum flexibility, including in terms of timing, when disposing of the shares. The trading restrictions set forth in Delegated Regulation (EU) 2016/1052 of the European Commission, dated March 8, 2016, remain in effect.
MINIMUM AND MAXIMUM PURCHASE PRICES FOR THE SHARES TO BE ACQUIRED
The Board of Directors believes it is appropriate to propose to the shareholders’ meeting that the purchase price of the treasury shares be determined on a case-by-case basis, taking into account the method chosen for carrying out the transaction and in compliance with any regulatory requirements or accepted market practices in effect from time to time; however, in any case, it shall not be more than 10% below or above the official stock exchange price of the shares recorded by Borsa Italiana S.p.A. on the trading day preceding each individual transaction.
In this regard, it should be noted that purchases must be made on the Euronext Growth Milan multilateral trading facility in accordance with the trading conditions set forth in Article 3 of Regulation 2016/1052, implementing the MAR, and therefore at a price not exceeding the higher of the price of the last independent transaction and the price of the current independent buy offer on the trading venue where the purchase is made; and, in terms of volume, at daily purchase quantities not exceeding 25% of the average daily trading volume of shares on the trading venue where the purchase is made.
With regard to the sale of treasury shares, such shares may be sold at a price or, in any case, in accordance with criteria and conditions determined by the Board of Directors, taking into account the methods used, the trend in share prices in the period preceding the transaction, and the best interests of the Company.
PROGRAM TERMS
In view of the various objectives that may be pursued through transactions involving treasury shares, it is proposed that authorization be sought to carry out purchases in accordance with the procedures to be determined from time to time by the Board of Directors in order to ensure equal treatment among shareholders and in compliance with the operating procedures established in the rules governing the organization and management of multilateral trading facilities, as well as in accordance with the procedures and operational limits of the MAR, including the practices permitted under Article 13 of MAR, Regulation 2016/1052, and applicable general and sector-specific regulations.
INFORMATION ON THE RELEVANCE OF THE PURCHASE TO THE REDUCTION OF SHARE CAPITAL
It should be noted that the purchase of treasury shares covered by this request for authorization is not instrumental to a reduction of share capital through the cancellation of the purchased treasury shares; however, should the Shareholders’ Meeting approve a reduction of share capital in the future, the Company retains the right to implement such a reduction, including through the cancellation of treasury shares held in its portfolio.
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To disseminate regulated information, the Issuer uses the 1INFO dissemination system (www.1info.it), managed by Computershare S.p.A., with headquarters at Via Lorenzo Mascheroni 19, Milan.
This press release is available on the website www.rtlproject.com, in the 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 group of the same name, specializing in international logistics and shipping solutions with an established presence in key strategic global markets The Group offers customized services for the management of complex goods and projects, ensuring a flexible approach with high added value. The company’s operations are organized into three main business lines: Custom Brokerage, Project Cargo & Chartering, and General Cargo.
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Contacts
Issuer
RT&L | Investor Relations Manager | Eleonora Bonifazio | investor.relations@rtlproject.com | T: 010 4717199 | via Bacigalupo 4, 16122 Genova, Italia
Euronext Growth Advisor & Specialist
Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello 24, 20121 Milano
