Groupe Airwell : Explanatory Report Extraordinary Shareholders’ Meeting 12 March 2026

About this update from Groupe Airwell Sas

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS pursuant to Articles 2443 and 2441 of the Italian Civil Code and the applicable provisions Extraordinary Shareholders' Meeting 12 March 2026 (first call) and 13 March 2026 (second call) Introduction This explanatory report has been prepared by the Directors of Mexedia S.p.A. Società Benefit (the "Company") in order to illustrate to the Shareholders the proposed resolutions submitted to the Extraordinary Shareholders' Meeting convened for 12 March 2026 on first call and 13 March 2026 on second call, concerning amendments to the Company's Articles of Association aimed at strengthening the Company's financial, managerial and organisational flexibility, in compliance with the applicable regulations and in the interest of the Company and its Shareholders, as well as the confirmation of the co-opted Director. The first item on the agenda concerns, in part, Article 6.6 of Mexedia's Articles of Association, solely with reference to the maximum amount of the capital increase already delegated to the Board of Directors. Amendment of Article 6.6 of the Articles of Association - Revision of the delegation to the Board of Directors pursuant to Article 2443 of the Italian Civil Code Proposal under A) - Delegation to increase the share capital Article 6.6 of the Articles of Association of Mexedia S.p.A. Società Benefit provides: "The Board of Directors is delegated to increase the Company's share capital in one or more tranches up to a maximum amount of 70 (seventy) million, including any share premium, with the exclusion or limitation of preemptive rights in accordance with the provisions of Article 2441 of the Italian Civil Code, and on a separable basis, for a maximum period of 5 (five) years from the date of the shareholders' resolution granting the delegation. The delegated capital increase - and its execution even only to the extent resulting from the total subscriptions made - shall be paid in through cash contributions, or through contributions of other assets capable of economic valuation, including contributions in kind and receivables, in compliance with the specific provisions of Article 2342 of the Italian Civil Code and with the form required by the type of contribution; it may also be offered to third parties who are not shareholders, with the possibility in such case to provide for and quantify any share premium. The decision of the directors shall be recorded without delay in minutes drawn up by a notary public and shall be filed and registered with the Register of Companies pursuant to Article 2436 of the Italian Civil Code." The Board of Directors proposes to amend the above article in order to increase the amount of the delegation already granted to the Board itself, pursuant to Article 2443 of the Italian Civil Code, to resolve one or more share capital increases, also in one or more tranches, on a separable or non-separable basis, to be carried out within a maximum period of five (5) years from the date of the shareholders' resolution. In particular, the proposal aims to increase the maximum aggregate amount of the capital increases that may be resolved pursuant to the delegation, currently set at Euro 70,000,000, providing that the overall amount of the share capital, following the increases resolved by the Board of Directors in execution of the delegation, may in no case exceed Euro 150,000,000, including any share premium. Unchanged, however, is the delegation insofar as it also grants the Board of Directors the power to exclude or limit the Shareholders' pre-emptive rights, in compliance with the conditions, limits and procedures set out in Article 2441 of the Italian Civil Code, exclusively where such exclusion or limitation is functional to the Company's interest and consistent with its strategic and capital objectives. The Board of Directors specifies that any exercise of the delegation, pursuant to the Articles of Association and applicable law, previously discussed by the Board and reviewed by the Committees, will take place in compliance with the principles of fairness, equal treatment of Shareholders and adequate enhancement of the share capital, with particular attention to the dilutive effects of the transactions, which will be assessed on a case-by-case basis depending on market conditions and the Company's financial and strategic needs. The proposal to revise the delegation is intended to provide the Company with greater financial and strategic flexibility, enabling the Board of Directors to intervene promptly on the Company's capital structure in order to support growth programmes, extraordinary transactions, industrial development initiatives and the strengthening of the financial structure, without creating any automaticity in the use of the delegation, the possible exercise of which will remain subject to specific assessments of opportunity. The proposal does not entail any automatic increase of the share capital, but is exclusively intended to strengthen the Company's operational flexibility, allowing the Board of Directors to act promptly should strategic opportunities or needs for capital strengthening arise. Any capital increase will be resolved in compliance with applicable regulations and assessed taking into account the dilutive effects. Any exclusion or limitation of pre-emptive rights may occur only in the cases provided for by law and where this is in the Company's interest. The increase of the delegation makes it possible to align the Company's capacity to intervene on its capital with its current and prospective dimensions, avoiding the need for repeated extraordinary shareholders' meetings and enabling a more efficient management of market opportunities. Proposal under B) - Amendment of Article 6.6 - introduction of the delegation to free capital increases in support of incentive plans The Board of Directors proposes to amend Article 6.6 of the Articles of Association by introducing and granting to the Board itself the power to resolve, pursuant to the applicable legal provisions and within the overall maximum share capital limit of Euro 150,000.00, one or more free share capital increases, also in one or more tranches, up to a maximum aggregate amount of Euro 1,000,000. Such free share capital increases will be intended exclusively to serve incentive and stock option plans to be adopted in favour of directors, employees and collaborators of the Company and/or of companies controlled by or affiliated with it, in compliance with applicable regulations and relevant market practices. The Board of Directors specifies that any exercise of the delegation will take place in compliance with the principles of transparency, proportionality and adequate protection of Shareholders, taking into account the overall impact on the share capital structure and in line with the Company's medium- to long-term objectives. The proposal is intended to provide the Company with incentive tools suitable to promote alignment between the interests of management and key resources and those of the Shareholders, as well as to support the Company's ability to attract, motivate and retain highly qualified professionals in a context of increasing competitiveness in the relevant market. Also in relation to this proposal, the consequent amendment of Article 6.6 of the Articles of Association is required. Free share capital increases are carried out by allocating available reserves and do not entail any financial outlay. The maximum aggregate amount of the free increases is limited to Euro 1,000,000 and is contained compared to the current share capital. Any dilutive impact will in any event be marginal and functional to incentive plans aimed at creating value in the medium to long term. Such instruments represent a consolidated practice among listed companies and are intended to strengthen the involvement of management and strategic resources in the Company's results, with expected benefits also for Shareholders. Amendment of Article 11.3 of the Articles of Association - Methods for publishing the notice of call of the Shareholders' Meeting The Board of Directors proposes to amend Article 11.3 of the Articles of Association in order to integrate and update the methods for publishing the notice of call of the Shareholders' Meeting, both ordinary and extraordinary, in line with the evolution of applicable legal and regulatory provisions as well as with the practices adopted by listed companies. In particular, the proposal provides that the notice of call of the Shareholders' Meeting may be published, in addition to the methods already provided for by the Articles of Association, also by publication in a national daily newspaper and/or through other methods, including electronic means, permitted by the applicable rules in force from time to time. The proposed amendment does not entail any limitation of the Shareholders' informational or participation rights, but is intended to strengthen the effectiveness and reach of corporate communications, ensuring broader and more timely dissemination of shareholders' meeting information and, in any case, compliance with the terms and methods required by applicable regulations. The Board of Directors specifies that the identification, from time to time, of the methods for publishing the notice of call will take place in compliance with the principles of transparency, equal treatment of Shareholders and adequate market disclosure, taking into account the characteristics of the Meeting, the shareholder base and the best practices of reference. The proposed amendment of Article 11.3 of the Articles of Association is therefore intended to increase the Company's organisational flexibility, without negatively affecting Shareholders' prerogatives and while maintaining full alignment with the applicable legal and regulatory framework. The proposal does not eliminate or reduce the methods of convening currently provided for, but merely integrates them with additional tools permitted by law, including those of a telematic nature. This provision enables the Company to adapt the methods of convening to regulatory and technological developments, ensuring broader and more efficient dissemination of information, in line with the practices of listed companies. The choice will always be made in compliance with applicable regulations and the principles of transparency and equal treatment of Shareholders, without prejudicing the rights to participate in the Shareholders' Meeting. Confirmation of the co-opted Director On 13 October 2025, the Board of Directors of Mexedia co-opted Dr. Augusto Pellegrini, born in Milan on 5 September 1963, as a Director of the Company. The Board's decision was made in light of Dr. Pellegrini's professional profile, characterised by solid international managerial experience and significant knowledge of the telecommunications and digital services sector. Over the course of his career, he has held top management positions in companies operating on an international scale, gaining expertise in corporate management, the development of strategic partnerships and relations with operators and investors. His professional background, including roles as general manager and chief executive officer, contributes to strengthening the Board's competencies in business development, relations with capital markets and the strategic direction of the Group. The Shareholders' Meeting is therefore called upon to resolve on the confirmation of the co-opted Director, pursuant to the Articles of Association and applicable regulations. It is recalled that, although this matter is ordinarily within the competence of the ordinary Shareholders' Meeting, the resolution may also be validly adopted by the Shareholders' Meeting in extraordinary session, as the Company is required to confirm or not confirm the co-opted Director at the first shareholders' meeting held after the Board meeting that resolved the co-optation. Proposed resolutions In light of the above, the Board of Directors invites the Extraordinary Shareholders' Meeting to approve: the amendment of Article 6.6 of the Articles of Association as described above, revision of the delegation to increase the share capital. Related and consequent resolutions. introduction of the delegation to increase the share capital free of charge in support of incentive plans. Related and consequent resolutions. the amendment of Article 11.3 of the Articles of Association regarding the methods for convening the Shareholders' Meeting. Related and consequent resolutions. the confirmation of the co-opted Director The Company remains available to receive comments, questions and requests for information regarding the items under discussion .

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