illimity Bank S.p.A.
Registered Office: Via Soperga no. 9, Milano
Share Capital: Euro 54,789,379.31 (subscribed and paid in)
Milano-Monza-Brianza-Lodi Business Register - REA MI no. 2534291
Tax Code no. 03192350365 – Representative of the VAT Group "illimity” No. 12020720962
ABI Code 03395 - Enrolled in the Register of Banks no. 5710
Company subject to the direction and coordination of Banca Ifis S.p.A. enrolled in the Banking Groups Register no. 53
Web site: www.illimity.com
The Shareholders are hereby informed that the extraordinary and ordinary Shareholders' Meeting is hereby convened to be held on 25 September 2025 at 10:30 a.m. (CET), in single call, to resolve on the following.
The share capital amounts to Euro 54,789,379.31 fully subscribed and paid in and consists of 84,067,808 ordinary shares with no par value. At the date of this notice, the Company holds 998,182 treasury shares, equal to around 1.2% of the share capital with voting rights, whose voting rights are suspended pursuant to article 2357-ter of the Italian Civil Code. Information on the amount of share capital as well as its breakdown are available at the website www.illimity.com (“Investor Relations” Section).
Pursuant to Article 9, paragraph 1, of the Bylaws, the Shareholders' Meeting will be held exclusively by means of remote telecommunication, through the link that will subsequently be provided by the Company to the persons entitled to attend the Meeting, in the manner and within the due dates set out below.
Each ordinary share carries one voting right at the Company's Ordinary and Extraordinary Shareholders' Meetings.
Pursuant to article 83-sexies of Italian Legislative Decree no. 58/1998 as amended (Testo Unico della Finanza, “TUF”), eligibility to attend the Meeting and exercise the right to vote is established by means of a notice submitted to the Company by the intermediary authorized to keep securities accounts pursuant to the law, based on evidence from accounting records as at the end of the seventh trading day prior to the date set for the Meeting in single call, i.e. 16 September 2025 (record date). Investors holding shares in the Company after said date shall not be eligible to attend and vote. The intermediary's notice shall be delivered to the Company by the end of the third trading day prior to the date set for the Meeting in single call (i.e., by 22 September 2025). Shareholders will still be eligible to attend and vote if notices are delivered after this deadline but before the start of the Meeting.
To attend the Shareholders' Meeting, persons entitled must send an email to the Company's address illimity@pec.illimity.com prior to the start of proceedings, providing a valid standard email address and including:
Following verification, the Company will send the link and operational instructions to the provided email address.
Eligible persons may appoint a designated representative as a proxy. The proxy form is available on the Company's website (www.illimity.com, “Governance / Shareholders and BoD Meetings” Section). The proxy form can be submitted via registered mail to the office in Milan, via Soperga no. 9, or to the certified email address illimity@pec.illimity.com. A designated representative can also be appointed with a digitally signed document.
Computershare S.p.A. (registered office in Milan, Via Lorenzo Mascheroni no. 19, 20145) may be appointed as proxy delegate at no cost (except for mailing costs), providing voting instructions for all or some agenda items. The proxy form must include voting instructions and is effective only for items with provided instructions.
A proxy is granted by signing the specific form available at the Company's office or website, which includes instructions. The proxy form must be delivered to the Designated Representative by 11:59 p.m. of 23 September 2025. Proxies and voting instructions may be revoked by the same deadline.
Shares with appointed proxies are included in quorum calculation. Shares without voting instructions are not included in majority calculations.
The Designated Representative (Computershare S.p.A.) is available for clarification at +39 02 46776821 - 14 or ufficiomi@computershare.it.
Vote by mail or via electronic means: No procedure has been established.
Shareholders representing at least 1/40th of the share capital may request, within ten days of this notice's publication (i.e., by 16 August 2025), to add items to the agenda or propose new resolutions. This right is exercised via a notice submitted by the authorized intermediary, as per article 43 of the Joint Regulation. The request must be submitted in writing via registered mail to the Company's office in Milan or via email to illimity@pec.illimity.com by the deadline. Proponents must submit a report explaining the reasons for proposed resolutions. Additions or new resolutions will be disclosed in the same forms as the general meeting notice at least fifteen days prior to the Meeting (i.e., by 10 September 2025).
No additions can be requested for matters on which the Meeting votes based on Directors' proposals or reports, except as per article 125-ter, paragraph 1 of the TUF.
Pursuant to article 127-ter, paragraph 1-bis, of the TUF, shareholders may propose questions about agenda items prior to the Meeting, no later than 23:59 (CET) of 18 September 2025. Questions can be submitted via registered mail or email to illimity@pec.illimity.com. Eligibility is established by a notice from the authorized intermediary. Questions received by the deadline will be answered at the Meeting, potentially with single answers for multiple similar questions.
Resolutions regarding the appointment of the Bank's corporate bodies, specifically the Board of Directors and the Audit and Internal Control Committee, will follow Article 14 of the corporate Bylaws.
The appointment of Board of Directors members will comply with gender balance laws, based on lists presented according to the procedure below. Candidates will be listed sequentially, not exceeding 15 per list.
Lists will have two sections:
Eligible persons to submit lists are:
Share ownership for list filing must be certified by a notice from the authorized intermediary, received by 4 September 2025.
No person may submit or participate in submitting more than one list, nor vote for more than one list. Shareholders belonging to the same group of companies or parties to a shareholders' agreement may not submit or vote for more than one list; non-compliance will invalidate their signatures.
Each list must include, by the filing deadline:
Shareholders should consult the document "Report of the Board of Directors on the Quali-Quantitative Composition of the illimity Bank S.p.A. Corporate Bodies," approved on 12 March 2025, available on www.illimity.com (“Governance / Governance System” Section).
Additional requirements for lists:
Lists and documentation must be filed by 31 August 2025 via:
Lists will be numbered sequentially upon arrival. Lists not complying with laws, Bylaws, or lacking documentation will be deemed inadmissible. Irregularities concerning individual candidates may lead to their exclusion, but not necessarily the exclusion of the entire list.
Lists and documentation will be made public at least 21 days before the Meeting (i.e., by 4 September 2025) at the Company's registered office, on www.illimity.com (“Governance / Shareholders' and BoD Meetings” Section), and on the authorized storage mechanism “SDIR 1INFO” (www.1info.it).
If only one list or lists from specific shareholder categories are filed by the deadline, the Company will issue a notice. Additional lists may be presented until 3 September 2025 by shareholders representing at least 2.25% of the share capital.
Meeting documents, including resolution proposals, will be made publicly available at the Company's registered office in Milan, via Soperga no. 9, on its website www.illimity.com (“Governance / Shareholders and BoD Meetings” Section), and on the authorized storage mechanism “SDIR 1INFO” (www.1info.it).
This notice of call is published on the Company's website www.illimity.com (“Governance / Shareholders and BoD Meetings” Section), on the authorized storage mechanism “1INFO Storage” (www.1info.it), and as an extract in the newspaper “Il Sole 24 Ore”.
With reference to the information contained in this notice of call, it is specified that, should the delisting of the Company's shares be resolved between the date of publication of this notice and the date of the Shareholders' Meeting, the Company reserves the right to supplement this notice of call by providing procedures for attendance and voting in accordance with the applicable regulations.
![]() |
Illimity Bank Board Report: Shareholder Meeting Agenda Items 2 & 3 - Audit Engagement & New Auditor Appointment An illustrative report from the illimity Bank Board of Directors detailing agenda items 2 and 3 for the Ordinary Shareholders' Meeting on September 25, 2025. The report covers the proposed consensual termination of existing audit engagements and the appointment of PricewaterhouseCoopers (PwC) as the new statutory auditor and for sustainability reporting, following illimity's integration into the Banca Ifis Group. |
![]() |
illimity Bank: Deadline Reopened for Corporate Bodies Appointment Official notice from illimity Bank S.p.A. regarding the reopening of the deadline for submitting lists for the appointment of Corporate Bodies. Details on procedures and contact information. |
![]() |
Notice of Publication of Documents - illimity Bank S.p.A. illimity Bank S.p.A. announces the availability of explanatory reports for its upcoming extraordinary and ordinary Shareholders' Meeting on September 25, 2025. Details on accessing these documents are provided. |
![]() |
Notice of Publication of Documents - illimity Bank S.p.A. Official notice from illimity Bank S.p.A. regarding the availability of minutes from the Shareholders' Meeting held on April 29, 2025, accessible via the company's registered office, 1INFO Storage, and the illimity website. |
![]() |
Illimity Bank S.p.A. Explanatory Report: Proposed Bylaw Amendments for Shareholders' Meeting This document is an explanatory report from the Board of Directors of illimity Bank S.p.A. detailing proposed amendments to the company's bylaws. It covers the integration into the Banca Ifis Group, upcoming shareholders' meeting agenda, and implications for corporate governance and delisting. |
![]() |
Illimity Bank Shareholders' Meeting for Renewal of Corporate Bodies and Governance Illimity Bank announces the convocation of the Shareholders' Meeting on September 25, 2025, to approve the renewal of corporate bodies and governance, following the integration with Banca Ifis. |
![]() |
Convocazione Assemblea Azionisti illimity Bank 25 Settembre 2025: Pubblicazione Lista Candidati Organi Sociali Annuncio di illimity Bank S.p.A. relativo alla pubblicazione dell'unica lista di candidati per la nomina degli Organi Sociali in vista dell'Assemblea degli Azionisti del 25 Settembre 2025, con i nomi proposti per il Consiglio di Amministrazione e il Collegio Sindacale. |
![]() |
Notice of Publication of Documents - illimity Bank S.p.A. illimity Bank S.p.A. announces the availability of Explanatory Reports for its extraordinary and ordinary Shareholders' Meeting on September 25, 2025, detailing company information and meeting details. |