TraWell Co: The board of directors of TraWell Co S.p.A. approves (i) the plan for the purchase and disposal of treasury shares; (ii) a reverse stock split transaction of the outstanding shares; (iii) to propose to the shareholders’ meeting certain amendments to the by-laws.

The shareholders' meeting authorization is requested for the following purposes:

1. to establish a so-called "securities warehouse", useful for possible future extraordinary finance transactions;

2. to make a medium- and long-term investment or in any case in order to seize the opportunity to make a good investment, also taking into account the risk and expected return of alternative investments and also through the purchase and resale of the shares whenever appropriate;

3. to carry out subsequent transactions for the purchase and sale of shares, within the limits permitted by accepted market practices;

4. to use them in service of current or future compensation and incentive plans based on financial instruments and reserved for directors, employees and collaborators of the Company, as well as subsidiaries and/or other categories of persons discretionally selected by the Board of Directors, including also through the granting free of charge of purchase options, both through the free allocation of shares, so-called stock option and stock grant plans, or in service of variable remuneration policies based on financial instruments;

5. to carry out transactions such as the sale and/or exchange of treasury shares for acquisitions of direct or indirect shareholdings and/or real estate and/or the conclusion of agreements with strategic partners and/or for the implementation of industrial projects or extraordinary finance transactions, which fall within the Company's expansion objectives;

6. to carry out, directly or through intermediaries, any stabilization transactions and/or transactions to support the liquidity of the Company's security in compliance with accepted market practices;

7. to employ excess liquid resources.

The Board's proposal provides that the same be authorized to purchase and dispose of treasury shares pursuant to and for the purposes of articles 2357 et seq. of the Italian Civil Code, as well as article 132 of Legislative Decree no. 58 of 24 February 1998 and article 144-bis of the Issuers' Regulation, as subsequently amended, for a period not exceeding eighteen months from the date of the resolution, of ordinary shares of the Company without nominal value, also in one or more tranches and at any time, also on a revolving basis, up to a maximum number of 377,806 treasury shares, equal to approximately 15.00% of the outstanding shares, taking into account the ordinary shares of the Company held from time to time both directly by the Company and by companies controlled by it, and in any case for a maximum countervalue equal to Euro 1,889,000.00. The authorization to dispose of any treasury shares purchased is instead requested without time limits, due to the absence of time limits pursuant to the applicable provisions and the opportunity to allow the Board of Directors to make use of maximum flexibility, also in terms of timing, to carry out the acts of disposal of the shares.

In compliance with art. 2357 of the Italian Civil Code, purchases of treasury shares must in any case be carried out within the limits of distributable profits and available reserves resulting from the latest financial statements approved at the time each transaction is carried out. Pursuant to article 2357, paragraph 3, of the Italian Civil Code, the nominal value of the treasury shares that the Company may purchase may not exceed one fifth of the share capital, also taking into account the shares held by subsidiaries. Only fully paid-up shares may be purchased.

The purchase price of each share of the Company will be determined from time to time, taking into account the method chosen for carrying out the transaction, the trend of the prices of the TWL security and the best interest of the Company, and in compliance with any applicable national and European legal and regulatory requirements, including the requirements of Delegated Regulation EU 2016/1052, the "Delegated Regulation", in force on the matter or of the accepted market practices in force pro tempore, where the conditions exist and it is decided to make use of them. The Board of Directors shall have the right to proceed with the purchase of treasury shares also through predetermined treasury share purchase programmes, as defined by art. 1 of Delegated Regulation EU 2016/1052, in compliance with the legal and regulatory framework in force from time to time.

In consideration of the different purposes that may be pursued through the completion of transactions on treasury shares, the Board of Directors proposes that the authorization be granted for the carrying out of purchases of treasury shares according to any of the methods permitted by the legislation in force. In any case, the authorization requested from the shareholders' meeting excludes the right to carry out purchases of treasury shares through the purchase and sale of derivative instruments traded on regulated markets that provide for the physical delivery of the underlying shares, although contemplated by article 144-bis, letter c) of the Issuers' Regulation.

With regard to transactions for the sale, disposal and/or use of treasury shares, the Board of Directors proposes that the authorization allow the adoption of any method deemed appropriate to meet the purposes pursued, to be carried out both directly and through intermediaries, in compliance with the legal and regulatory provisions, both national and European, in force on the matter. The shares serving the share incentive plans will be assigned according to the methods and within the terms indicated by the regulations of the same plans in force from time to time.

The Company does not currently hold treasury shares.

The explanatory report on the Board's proposal will be made available within the terms and according to the methods provided for by the applicable legislation, and therefore, among other things, on the Company's website, in the specific Investor Relations - Shareholders' Information section.

It is proposed to submit to the shareholders' meeting of 8-9 June 2026, in extraordinary session, a reverse stock split transaction at the ratio of no. 1 ordinary share of Trawell Co S.p.A. for every no. 5 existing TWL shares. As a result of this reverse stock split, the total number of ordinary shares will be reduced from no. 2,518,711 ordinary shares without nominal value to no. 503,742 ordinary shares without nominal value.

The execution of the transaction will also have an impact on the "Warrant Trawell Co 2021-2026", hereinafter the "Warrants": in order to ensure equal treatment in relation to the Reverse Stock Split Transaction, the Transaction will also provide for the reverse split of the TWL Warrants according to a ratio of 1:5, one to five: in other words, every 5 existing Warrants will be assigned 1 new Warrant, under the same conditions of the "Warrant Trawell Co 2021-2026" regulation, as amended following the transaction. As a result of this reverse split, the total number of Warrants outstanding will be reduced from no. 3,681,039 Warrants to no. 736,207 Warrants.

For the sake of completeness, it is recalled that the share capital of the Company, as at 6 May 2026, amounts to Euro 5,000,000.00, subscribed and paid up for Euro 5,000,000.00 and divided into no. 2,518,711 ordinary shares admitted to trading on Euronext Growth Milan. As of today, no. 3,681,039 Warrants of the Company are outstanding.

The transaction will provide suitable mechanisms to take into account any fractions arising as a result of the reverse stock split.

The explanatory report on the Board's proposal will be made available within the terms and according to the methods provided for by the applicable legislation, and therefore, among other things, on the Company's website, in the specific Investor Relations - Shareholders' Information section.

The Board of Directors, in order to make participation in board meetings and shareholders' meetings by means of telecommunications easier, and in compliance with notarial guidelines on the matter, see maxims of the Notarial Council of Milan nos. 187 and 200, resolved to submit to the shareholders' meeting a transaction to amend articles nos. 14.2 and 20.3 of the By-Laws, to regulate in a more precise manner the methods of participation by means of telecommunications in shareholders' meetings and in the Board of Directors.

The explanatory report on the Board's proposal will be made available within the terms and according to the methods provided for by the applicable legislation, and therefore, among other things, on the Company's website, in the specific Investor Relations - Shareholders' Information section.

TraWell Co. S.p.A. (Borsa Italiana, Ticker: TWL) is the global leader in airport luggage protection services, with a portfolio of services and products that includes luggage wrapping, luggage storage, travel items, passenger services and the Lost Luggage Concierge service provided by Sostravel.com. Listed on the Euronext Growth Milan segment since 2013, the Company operates in 13 countries, 49 airports and 129 points of sale, with over 200 employees. Founded in 1997, TraWell Co benefits from the structural growth of global air traffic and spending on traveller safety and wellbeing services.