Pre-Annual General Meeting Information • Mar 13, 2025
Pre-Annual General Meeting Information
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The Shareholders of REVO Insurance S.p.A. (hereinafter the "Company"), holders of ordinary shares, are hereby called to the Ordinary Shareholders' Meeting to be held on 28th April 2025, at 3:00 p.m., in a single call, at the registered office of the Company in Verona (VR), Viale dell'Agricoltura n. 7, to discuss and resolve upon the following
REVO Insurance S.p.A. Sede legale: Viale dell'Agricoltura 7, 37135 Verona Sede operativa: via Mecenate 90, 20138 Milano telefono: +39 02 9288 5700 | fax: +39 02 9288 5749 PEC: [email protected] www.revoinsurance.com
Capitale Sociale Euro 6.680.000,00 (i.v.) Cod. Fisc./P.IVA e numero di iscrizione al Registro delle Imprese di Verona 05850710962 Impresa autorizzata all'esercizio delle assicurazioni con provvedimento ISVAP n. 2610 del 3 giugno 2008 Iscritta all'Albo delle Imprese di Assicurazione e Riassicurazione presso IVASS, sez. I, al n. 1.00167 Capogruppo del gruppo REVO Insurance iscritto all'Albo Gruppi presso IVASS al n. 059
Entitled to attend the Shareholders' Meeting are those who are entitled to vote.
Pursuant to the provisions of Article 10.1 of the ByLaws and in any case pursuant to Article 106 of Decree Law No. 18/2020, converted by Law No. 27/2020 as amended and supplemented, as last extended by Law No. 15 of 21/02/2025, Shareholders may attend the Shareholders' Meeting exclusively through the granting of a special proxy to the Designated Representative pursuant to Article 135-undecies of the Legislative Decree No. 58 of February 24, 1998 ("Italian Consolidated Financial Act") (the "Exclusive Designated Representative"), according to the procedures set forth below.
Proxies or sub-delegations may also be granted to the aforementioned Exclusive Designated Representative, as specified below, pursuant to Article 135-novies of the Italian Consolidated Financial Act.
Without prejudice to the provisions above with regard to the attendance of the Shareholders, which may take place exclusively through the Exclusive Designated Representative, in accordance with the provisions of the ByLaws and Article 106 Decree Law 18/2020, the other legitimate subjects may also intervene by means of telecommunication that ensure their identification.
It is hereby communicated, that the Company has identified as Exclusive Designated Representative Computershare S.p.A., with registered office in Milan, Via Mascheroni 19 and offices in Turin, Via Nizza 262/73.
Entitlement to attend the Shareholders' Meeting and exercise voting rights is attested through a communication issued by an authorized intermediary in accordance with the applicable regulations, certifying the ownership of the Shares based on the evidence of its accounting records relating to the end of the accounting day of the seventh open market day preceding the date of the Shareholders' Meeting on single call (so-called record date), i.e., 15th April 2025, in accordance with the provisions of Article 83-sexies of the Italian Consolidated Financial Act.
Entries in credit or debit made to the accounts subsequent to the aforementioned record date are not relevant for the purposes of eligibility to exercise voting rights at the Shareholders' Meeting; therefore, those who are found to hold ordinary shares only after that date will not have the right to attend and vote at the Shareholders' Meeting. Notifications from intermediaries to the Company are made in accordance with applicable regulations.
The communication from the intermediary must be received by the Company by the end of the third open market day preceding the date set for the Shareholders' Meeting on single call (i.e., 23rd April 2025). Entitlement to attend the meeting and exercise voting rights remains unaffected if the notices are received by the Company after this deadline provided that they are received by the start of the Shareholders' Meeting activities.
Please note that the notification to the Company is made by the intermediary upon the request of the subject entitled to vote.
In relation to the appointment of the Board of Directors, which will take place on the basis of lists of candidates, reference should be made to the provisions of Article 13 of the ByLaws, published on the Company's website in the Corporate Governance/Corporate Governance Structure section, and the following should be noted in any case.
Lists of candidates may be submitted by Shareholders who, at the time the list is submitted, own - either alone or jointly with other submitting Shareholders - a shareholding of at least 4.5 % (four-point five percent) of the share capital. Ownership of the minimum shareholding required for the submission of lists is determined by taking into account the shares that are registered in favor of the shareholder on the day the lists are filed with the Company.
Those entitled to vote, companies directly or indirectly controlled by them, and companies directly or indirectly under common control may concur to submit and may vote for one list only.
On January 30, 2025, the Board of Directors resolved not to proceed with the submission of its own list of candidates for the renewal of the Board.
The lists, undersigned by the entitled Shareholder(s), along with the information on the Shareholders who submitted them, together with the indication of the total percentage of shareholding held by them and the documents required by Article 13.7 of the ByLaws, must be filed at the registered office of the Company at
least 25 calendar days before the date scheduled for the Shareholders' Meeting in a single call and, therefore, by 11:59 p.m. on 3 rd April 2025.
The slates contain a number of candidates not exceeding the maximum number of Directors provided for by the ByLaws, each next to a sequential number. In addition:
a) in order to comply with the minimum number of Independent Directors referred to in Article 13.2 above, each slate containing 2 (two) or more candidates must also contain and expressly indicate a number of candidates meeting the Independence Requirements equal to at least half (to be determined by rounding up, where necessary);
b) in order to ensure gender balance in accordance with legislation applicable pro tempore, each slate containing 3 (three) or more candidates must contain and expressly indicate a number of candidates such as to ensure that the composition of the Board of Directors complies with the legal and regulatory provisions applicable from time to time to companies listed on regulated markets on gender balance (male and female), it being understood that if the application of the gender allocation criterion does not result in a whole number, it must be rounded up in accordance with the regulatory provisions applicable from time to time; c) each slate containing 7 (seven) or more candidates must contain and expressly indicate: (i) the candidate for Chairman and the candidate for Chief Executive Officer; and (ii) candidates meeting the Competence Requirements.
Proposals regarding the appointment of the Board of Directors must be accompanied by the following documents, otherwise they will be rejected as inadmissible: (i) the curriculum vitae of the candidates, together with information on management and control posts held in other companies; (ii) statements in which each of the candidates accepts his or her candidacy and confirms, under his or her own responsibility, that no grounds exist for ineligibility, incompatibility or disqualification, and that he or she meets the requirements established by applicable law for the position of Director of the Company, including a declaration regarding any possession of the Independence Requirements and/or the Competence Requirements; (iii) an indication
of the identities of the shareholders who submitted the slate and the overall percentage equity investment held (where applicable), as well as a brief description of the candidate selection process; (iv) an indication of the main professional competence of each candidate; (v) the declarations of shareholders who are submitting, or participating in the submission, of a slate, other than shareholders who hold, individually or jointly, a controlling or relative majority stake, certifying the absence vis-à-vis such shareholders of relationships of association classified as significant by legislation applicable pro tempore and applicable to the Company; and (vi) any other additional or other declaration, information and/or document required by law and by applicable regulations. The slate submitted by shareholders for the purpose of electing the majority of the members of the Board of Directors must be accompanied by a proposed resolution on the determination of the total number of members to be elected, their term of office and remuneration, without prejudice to the provisions of Article 2389 of the Italian Civil Code.
Eligible persons are invited to submit their proposals of candidates for the purpose of appointment of the Board of Statutory Auditors according to the above-mentioned conditions, by:
(i) filing at the registered office of the Company (in Verona, Viale dell'Agricoltura No. 7);
(ii) or electronic notification to the certified e-mail address [email protected].
In the case of submission of shareholders proposals by certified e-mail, a copy of a valid identity document of the submitters must also be transmitted.
The lists will be made available to the public by 7 th April 2025, at the Company's registered office, on the dissemination and storage information mechanism authorized by CONSOB called , and on the Company's website, www.revoinsurance.com, in the Corporate Governance/Corporate Bodies and Management/Shareholders' Meeting section, within the subsection called "Report and Documents on the Items on the Agenda".
The certification regarding the ownership of the minimum share required for the submission of the lists must result from specific communication produced by the depository intermediary and sent to the certified e-mail
address [email protected] and may also be produced after the filing, provided that it is within the aforementioned deadline for the publication of the lists; in the absence of the communication, the list is considered as not submitted.
Due to organizational requirements, shareholders are advised to send the aforementioned notice produced by the depository intermediary no later than 12 a.m. on 7 th April 2025. Detailed instructions and forms necessary for the submission of applications can be found in the document entitled "Operational procedures for the submission of applications for the appointment of the Board of Directors". Indications of the requirements for the assumption of the office is also described in the abovementioned document "Operational procedures for the submission of applications for the appointment of the Board of Directors" and, referring to the collective quality requirements of the Board, into the document named "Shareholders' Guidance Opinion on the size and composition of the Board of Directors of REVO Insurance S.P.A. for the three-year period 2025-2027". Both of the aforementioned documents are made available on the Company's website www.revoinsurance.com, in the Corporate Governance/Corporate Bodies and Management/Shareholders' Meeting section.
PARTICIPATION AND VOTING AT THE SHAREHOLDERS' MEETING THROUGH THE EXCLUSIVE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135 - UNDECIES and 135 UNDECIES.1 OF THE ITALIAN CONSOLIDATED FINANCIAL ACT AS WELL AS PERSUANT TO ARTICLE 106 OF LAW DECREE 18/2020.
Attendance at the Meeting is provided exclusively by granting proxy or sub-delegation to the Exclusive Designated Representative as indicated above.
Therefore, those entitled to attend the Shareholders' Meeting may be represented, without any charge (except for any costs of mailing the proxy), by the Exclusive Designated Representative, by giving him or her
an appropriate proxy or sub-delegation containing voting instructions on all or some of the items on the agenda.
The proxy or sub-delegation to the Exclusive Designated Representative, which according to the Article of Association and the aforementioned Article 106 of Legislative Decree 18/2020 is made pursuant to Article 135-undecies and, if applicable, Article 135-novies of the Italian Consolidated Financial Act must be received by the latter by the end of the 2nd open market day preceding the effective date of the Shareholders' Meeting (i.e., by 24th April 2025), in accordance with the procedures indicated and using the specific form made available on the Company's website www.revoinsurance. com, in the section Corporate Governance/ Corporate Bodies and Management / Shareholders' Meeting, within the subsection entitled " Ways of participating", also showing the methods that can be used to confer and transmit the proxy as well as to revoke, within the same deadline, the proxy and any related voting instructions already conferred. In this regard, in order to facilitate the submission of the proxy and voting instructions, from the section of the Company's website dedicated to this Meeting, it will also be possible to fill out and submit the aforementioned form online and in guided mode, still within the above deadline.
Please note that the proxy will be effective only for those proposals in relation to which voting instructions are given.
Pursuant to Article 135 undecies of the Italian Consolidated Financial Act, shares for which proxy instructions have been given, even partially, are counted for the purpose of duly constituting the Shareholders' Meeting. In relation to proposals for which voting instructions have not been given, the shares are not counted for the purpose of calculating the majority and the share of capital required for the approval of resolutions.
Please note that the notification made to the Company by the intermediary, certifying the entitlement to participate in the meeting and exercise voting rights, is also necessary in the case of a proxy granted to the
Exclusive Designated Representative: in the absence of the aforementioned notification, the proxy shall be considered to have no effect.
The Exclusive Designated Representative will be available for clarification or information at +39 011 0923200 from 10:00 a.m. to 1:00 p.m. and 2:00 p.m. to 5:00 p.m., Monday through Friday, or at the e-mail address [email protected].
Those entitled to vote may ask questions on the items on the agenda even before the Shareholders' Meeting, but in any case, by the record date, i.e., by 15th April 2025 by sending notification to the Corporate and Regulatory Affairs Department by e-mail to [email protected] or by certified mail to [email protected].
The application must be accompanied by the applicant's personal information. Entitlement to exercise the right to ask questions is attested by a notice issued by the depository intermediary, which may also be received after the submission of applications as long as it is received by the third day following the seventh open market day prior to the Meeting.
The Company verifies the legitimacy of the applicant, and the relevance of the questions received to which it gives a response will be answered, at the latest, three days before the Shareholders' Meeting itself (i.e., 23 rd April 2025), by publication on the Company's website www.revoinsurance.com, in the section Corporate Governance/Corporate Bodies and Management/Shareholders' Meeting. The Company may provide a unified response to questions with the same content.
Within ten days of the publication of this notice, i.e., by 23rd March 2025, Shareholders who, even jointly, represent at least 1/40th (one fortieth) of the share capital, may - by written application delivered in original or sent by mail signed in original, to the Company's registered office to the attention of the Corporate and Regulatory Affairs Department or, electronically by certified electronic mail sent to the address [email protected] - request the Company to supplement the list of items to be discussed at the Shareholders' Meeting resulting from the notice of call, indicating in the application the additional items they propose and preparing a report on the items they propose to discuss, as well as submit additional proposed resolutions on items already on the agenda, all together with the notification certifying the ownership of the aforementioned shareholding, issued by the intermediaries who hold the accounts on which the shares are registered.
Calling and supplementing the items on the agenda at the request of shareholders is not permitted for matters on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Board of Directors or on the basis of a project or report prepared by the Board of Directors, other than those specified in Article 125-ter, first paragraph, of the Italian Consolidated Financial Act.
Any additions to the agenda will be announced at least fifteen days before the date set for the Meeting in the same form as the publication of this notice.
Similarly, reports prepared by Shareholders requesting additions to the items on the agenda, accompanied by any evaluations of the Board of Directors, will be made available to the public in the same form and procedures as the documents for the Shareholders' Meeting.
In addition to the foregoing, taking into account that attendance at the Shareholders' Meeting is provided exclusively through the Exclusive Designated Representative, persons entitled to attend the Shareholders' Meeting who wish to formulate proposals for resolutions on the items on the agenda or proposals whose submission is otherwise permitted by law, are invited to submit them in advance, by 13th April 2025, according to the same procedures as indicated in the preceding paragraph. Such proposals, where relevant, will be available at the Company's Registered Officeand on the Company's website by 15 th April 2025, in order to enable those entitled to vote to make informed decisions also taking into account such new proposals and to enable the Exclusive Designated Representative to collect voting instructions, if any, on the same. The applicant must provide appropriate documentation proving entitlement to attend the Shareholders' Meeting.
The Company's share capital amounts to Euro 6,680,000.00, divided into 26,323,985 ordinary shares and 426,000 special shares, all with no indication of par value.
Each ordinary share entitles the holder to one vote at the Company's ordinary and extraordinary shareholders' meetings, while special shares have no voting rights.
As of the date of this Notice of call, the Company holds, no. 1,020,604 treasury shares representing 3,877 % of the Company's share capital.
The Articles of Association are available on the website www.revoinsurance.com, in the section Corporate Governance/Corporate Governance Structure.
In accordance with current regulations, the documents relating to the Shareholders' Meeting will be made available to the public, under the terms and conditions provided by law, at the Registered Office, on the information storage mechanism authorized by CONSOB called "," and on the Company's website www.revoinsurance.com, in the section Corporate Governance/Corporate Bodies and Management/ Shareholders' Meeting.
In particular, will be made available the full text of the proposed resolutions and the reports of the Board of Directors on the items on the agenda, the related annexes, the annual financial report and the other documents referred to in Article 154-ter of Legislative Decree no. 58/1998 and thus the draft financial statements for the year and the consolidated financial statements as of 31 st December 2024, accompanied by the Reports of the Board of Directors, the Board of Statutory Auditors and the External Auditors, as well as the declarations signed by the Manager in charge of drafting corporate accounting documents, the annual Report on corporate governance and ownership structures, the Report on remuneration policy and payments and compensation plan 2025 statement.
In addition, at least fifteen days before the Shareholders' Meeting, and only at the Company's registered office, the financial statements of the subsidiary REVO Underwriting S.r.l. will be filed.
In case you intend to retrieve copies of the aforementioned documents by going to the Company's office, in order to better organize and manage access to the Company's premises, please be sure to give at least 24 hours notice of your intention to access them by email to: [email protected].
For further information regarding this Shareholders' Meeting, please refer to the section of the Company's website www.revoinsurance.com under Corporate Governance / Corporate Bodies and Management / Shareholders' Meeting dedicated to this Shareholders' Meeting.
For further information or clarifications regarding shareholder participation in the Shareholders' Meeting, the Head of Corporate and Governance is available at the e-mail address [email protected] and

telephone number +39 3476348300. For financial experts and analysts, the Investor Relations Manager is available: telephone +39 045 8531662 and e-mail address [email protected]; for journalists the Communicatons & ESG Director is available: telephone +39 3351557142 and e-mail address [email protected].
* * *
This Notice of call is published on the Company's website www.revoinsurance.com in the Corporate Governance / Corporate Bodies and Management / Shareholders' Meeting section, on the dissemination and storage information mechanism authorized by CONSOB called and, in excerpt, in the daily newspaper "Italia Oggi" of 13 th March 2025.
Verona, 12th March 2025
For the Board of Directors The Chairwoman Antonia Boccadoro
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