Shareholders' Meeting 2026

Results of the 2026 Shareholders’ Meeting olders’ Meeting




  • 2025 Financial Statements with net income of approximately € 88.6 million approved
  • Distribution of a dividend of € 0.33 per share approved
  • Remuneration Policy for 2026 approved and favourable vote on the remuneration paid for 2025
  • Proposal for new authorisation of the purchase and disposal of treasury shares approved
  • Employee Share Ownership Plan approved
  • Appointment of new Board of Directors with Enrico Mordillo as Chairman

Rome, 28 April 2026Rai Way S.p.A. (the “Company”) informs that the Ordinary Shareholders’ Meeting held today, under the chairmanship of Giuseppe Pasciucco, resolved:

  • to approve the Annual Report at 31 December 2025, as submitted by the Board of Directors, resulting in net income of € 88,633,170.21;
  • to allocate the net income for the 2025 financial year, equal to € 88,633,170.21, to the distribution to the Shareholders, by way of dividend, of a total of € 88,606,458.93 and to "Retained profits", for the remaining € 26,711.28 and consequently - taking into account the 3,495,579 treasury shares in portfolio whose right to profit is attributed proportionally to the other shares pursuant to Art. 2357-ter of the Italian Civil Code – to attribute a gross dividend of € 0.33 to each of the outstanding ordinary shares, to be paid from 20 May 2026, with entitlement to payment, pursuant to article 83-terdecies of Legislative Decree no. 58 of 24 February 1998 and Art. 2.6.6, paragraph 2, of the Markets Regulations organised and managed by Borsa Italiana S.p.A. on 19 May 2026 (the so-called “record date”) and with the ex-dividend date of coupon no. 12 at 18 May 2026;
  • to approve the first section (related to the remuneration Policy for financial year 2026) and to vote in favour of the second section (related to the remuneration paid for 2025) of the Report on the remuneration Policy and remuneration paid prepared by the Company;
  • to approve the proposal to authorize the purchase and disposal of treasury shares, subject to the revocation of the authorisation resolved upon on 30 April 2025. In particular, the Shareholders' Meeting voted to once again authorise the purchase, for the period of eighteen months following the date of the Shareholders' Meeting approval, on one or more tranches and also through intermediaries, of treasury shares up to a maximum number of shares not exceeding 10% of the pro tempore share capital. This was done in order to continue to provide the Company with an important flexibility tool, which can be used for purposes, among others, of investing liquidity in the medium and long term, or for the purpose of optimizing the share capital structure or, in any case, to seize market opportunities as well as to create a portfolio of treasury shares that can be used for purposes deemed to be of interest to the Company, including to service share-based compensation plans or as part of bonus issue of free shares to the shareholders. At the same time, a proposal was approved to authorise, without time limits, the disposal, including through intermediaries, of treasury shares purchased under the above terms, or already held by the Company, even before having fully exercised the above purchase authorisation, in accordance with the purposes and methods provided for by the applicable legislation in force; the shares at the service of share-based compensation plans shall be allocated according to the terms and conditions set out in the regulations of the related plans (the approved proposal is included in the related Directors’ Report available, inter alia, on the Company’s website under Governance/Shareholders’ Meeting/Ordinary Shareholders’ Meeting 2026/Documentation);
  • to approve the Employee Share Ownership Plan reserved for employees of the Company, excluding the Chief Executive Officer and General Manager, other executives with strategic responsibilities, and the remaining beneficiaries of the “2024-2026 Long Term Incentive Plan”. Through the Plan, the Company aims, among other objectives, to strengthen employees’ sense of belonging and loyalty, align their interests with the goal of sustainable value creation, foster commitment to achieving the Company’s economic and financial targets, provide employees with the opportunity to participate in the Company’s share capital, and promote financial education (for a description of the above-mentioned Plan, see the Information Document prepared by the Company pursuant to art. 114-bis of the TUF and art. 84-bis of the Issuers' Regulation and made available, inter alia, on the Company's website www.raiway.it section "Governance/ Shareholders' Meetings/Ordinary Meeting 2026/Documentation");
  • to appoint for the years 2026-2028 (and therefore until the Shareholders’ Meeting is called to approve the Financial Statements for financial year 2028) the Board of Directors comprised of nine members: Enrico Mordillo, appointed as Chairman, Roberto Cecatto, Monica Caccavelli, Romano Ciccone, Barbara Morgante, Gian Luca Petrillo, Greta Tellarini, Maria Cristina Vismara (taken from the majority slate presented by RAI - Radiotelevisione italiana S.p.a., which holds a stake representing approximately 64.971% of the share capital) and Salvatore Sardo (taken from the minority slate presented by asset management companies*, with a total investment representing approximately 2.195% of the share capital). All the Directors, with the exception of Enrico Mordillo, Roberto Cecatto and Monica Caccavelli, stated that they meet the independence requirements provided for by law (articles 147-ter, paragraphs 4 and 148, paragraph 3 of the Consolidated Law on Finance) and article 3 of the Corporate Governance Code for listed companies adopted by the Company**. The Shareholders’ Meeting also resolved to set at €475,000.00 per year the maximum gross remuneration for the appointed Board of Directors to be divided among Directors by a decision of the Board, also considering the remuneration to be paid to members of the Board committees and without prejudice to the Board of Directors’ power to establish, as provided for by the Bylaws, and after consulting with the Board of Statutory Auditors, the remuneration of the Chairman of the Board of Directors, the Vice Chairman, the CEO and, in general, of the Directors vested with specific duties, in accordance with article 2389, paragraph three, of the Italian Civil Code.

Please note that the above-mentioned slates, along with the curricula vitae of the appointed Directors, are available on the Company’s website, www.raiway.it (under the section Governance/Shareholders’ Meeting/Ordinary Shareholders’ Meeting 2026/Documentation).

A summary report of the votes cast and the minutes of the Shareholders’ Meeting will be made available in the manner and within the terms provided for by the current legislation.



Notes

[*] The minority slate was submitted by the following asset management companies: Anima Sgr S.P.A. fund manager Anima Iniziativa Italia; Arca Fondi Sgr S.P.A. fund manager: Arca Economia Reale Bilanciato Italia 30, Arca Azioni Italia, Arca Economia Reale Equity Italia, Arca Economia Reale Bilanciato Italia 55; BancoPosta Fondi S.p.A. SGR fund manager Fondo Bancoposta Rinascimento; Etica Sgr S.p.A. fund manager: Fondo Etica Azionario, Fondo Etica Bilanciato, Fondo Etica Obbligazionario Misto, Fondo Etica Rendita Bilanciata; Eurizon Capital SGR S.p.A fund manager: Eurizon Azioni Italia, Eurizon Azioni Pmi Italia, Eurizon FIA Sviluppo Italia, Eurizon Fund - Equity Italy Smart Volatility, Eurizon Fund - Equity Small Mid Cap Europe, Eurizon Fund - Italian Equity Opportunities, Eurizon PIR Italia 30, Eurizon PIR Italia Azioni, Eurizon Progetto Italia 20, Eurizon Progetto Italia 40, Eurizon Progetto Italia 70, Eurizon STEP 70 PIR Italia Giugno 2027, Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Fideuram Asset Management Ireland fund manager Fonditalia Equity Italy; Interfund Sicav - Interfund Equity Italy; Kairos Partners SGR S.p.A. as a Management Company of Kairos International Sicav – Comparto Key; Legal And General Assurance (Pensions Management) Limited; Mediobanca SGR S.p.A. fund manager Mediobanca Italian Equity All Cap; Mediolanum Gestione Fondi Sgr S.P.A. fund manager Mediolanum Flessibile Sviluppo Italia; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity; Symphonia SGR S.p.A. fund manager Azionario Small Mid Cap Italia.

[**] With reference to the provisions defined by the Company for the purposes of letters c), d) and h) of Recommendation no. 7 of the Corporate Governance Code relating to the independence requirements of Directors, and also used in relation to the assessment carried out, please refer to the indication contained in the Report on Corporate Governance and Ownership Structure relating to financial year 2025 (available on the Company's website under the section Governance/Shareholders' Meetings/Ordinary Shareholders' Meeting 2026/Documentation)ocumentation)




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