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Revo Insurance

Major Shareholding Notification Jul 15, 2025

4376_rns_2025-07-15_8f86e871-bd65-4149-9dd4-0ef710d684ca.pdf

Major Shareholding Notification

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Essential Information pursuant to Article 122 of Legislative Decree no. 58 of February 24, 1998 (the "TUF") and Article 130 of Consob Regulation no. 11971/1999 (the "Issuer Regulation")

Whereas:

  • REVO Advisory S.r.l. (hereinafter "REVO Advisory") is a limited liability company that, as of today, holds 1,704,000 Ordinary Shares, representing 6.47% of the share capital of REVO Insurance S.p.A. (hereinafter, the "Company" or "REVO Insurance") and 426,000 Special Shares of the same company;
  • On April 28, 2025, REVO Insurance informed the market of the occurrence, on the same date, of the condition under Article 5.6.3.2 of its Corporate Bylaws for the automatic conversion of the remaining 426,000 Special Shares at a ratio of 7 (seven) Ordinary Shares for each 1 (one) Special Share held, resulting in a total of 2,982,000 newly issued Ordinary Shares, without any change to the total share capital (the "Automatic Conversion");
  • At the end of the Automatic Conversion process, REVO Advisory will hold a total of 4,686,000 Ordinary Shares, representing 15.99% of the voting rights at REVO Insurance shareholders' meeting and, as a result, will hold a qualified stake in REVO Insurance under Legislative Decree 209/2005 (the "Insurance Code");

Given the above, in accordance with Articles 122 of the TUF and 130 of the Issuer Regulation, it is announced that on July 10, 2025, a shareholder agreement (the "Agreement") was signed among certain shareholders of REVO Advisory, regarding commitments for consultation and voting on resolutions to be made at the REVO Advisory shareholders' meeting relating to the management of the stake held in REVO Insurance and the exercise of associated corporate rights, pursuant to Article 122, paragraph 1 and paragraph 5, letter a) of the TUF.

The Agreement is effective from the date of signing and has a duration as set forth in section E below.

The Parties expressly acknowledge and recognize that the provisions of the Agreement are relevant pursuant to Article 122 of the TUF.

A) COMPANIES WHOSE FINANCIAL INSTRUMENTS ARE SUBJECT TO THE AGREEMENT

REVO Insurance S.p.A., based in Verona, V.le dell'Agricoltura, 7, Tax Code and VAT Number 05850710962, fully paid-in share capital of €6,680,000.00, registered in the Insurance and Reinsurance Companies Register with IVASS, Section I, at no. 1.00167, Parent Company of the REVO Insurance Group registered in the Groups Register at IVASS no. 059, whose shares are listed on Euronext STAR Milan, a regulated market organized and managed by Borsa Italiana S.p.A. ("Euronext Milan").

B) SHARES (OR RATHER, QUOTAS) GRANTED TO THE AGREEMENT

The Parties (as defined below) hold a total of 4,040,000 quotas in REVO Advisory (the "Quotas"), representing 56.34% of the company's share capital.

Through REVO Advisory, the Parties indirectly participate in the share capital of REVO Insurance by holding indirectly 1,704,000 Ordinary Shares and 426,000 Special Shares, which, at the end of the Automatic Conversion process, will lead to an indirect ownership of a total of 4,686,000 Ordinary Shares, representing 15.99% of the voting rights at REVO Insurance shareholders' meeting.

C) PARTIES ADHERING TO THE AGREEMENT

The following Parties adhere to the Agreement:

PARTY ADHERING TO THE
AGREEMENT
REVO ADVISORY
QUOTAS ASSIGNED
TO THE AGREEMENT
% OF REVO ADVISORY
SHARE CAPITAL
(VOTING RIGHTS)
% OF STAKE
ASSIGNED TO THE
AGREEMENT
Alberto Minali - born in Verona (VR) on
24/08/1965,
tax
code
MNLLRT65M24L781C
2,020,000 28.17% 50.00%
Fabio De Ferrari - born in Genova (GE) on
19/04/1965,
tax
code
DFRFBA65D19D969V
1,515,000 21.13% 37.50%
Stefano Semolini - born in Isola della Scala
(VR)
on
17/01/1969,
tax
code
SMLSFN69A17E349V
227,250 3.17% 5.625%
Jacopo Tanaglia - born in Verona (VR) on
15/09/1982,
tax
code
TNGJCP82P15L781P
151,500 2.11% 3.75%
Simone Lazzaro - born in Rome (RM) on
13/03/1976,
tax
code
LZZSMN76C13H501B
126,250 1.76% 3.125%
TOTAL 4,040,000 56.34% 100.00%

(hereinafter, collectively, the "Parties" or "Adherents")

D) CONTENT OF THE AGREEMENT

Pursuant to Article 122 of the TUF, the Agreement contains obligations for prior consultation regarding the exercise of voting rights (Article 122, paragraph 5, letter a)).

In particular, the Agreement provides that the Parties agree:

  • (i) to meet for prior consultation on the exercise of voting rights at REVO Advisory's shareholders' meetings, with the aim of discussing and reaching a unified voting position on decisions related to the management of the stake held by REVO Advisory in REVO Insurance and the exercise of associated corporate rights;
  • (ii) to conform their behavior at the shareholders' meeting to the agreements reached at the prior consultation meeting (the "Consultative Meeting") and to vote at the REVO Insurance shareholders' meeting in accordance with the voting instructions provided at the Consultative Meeting by the Parties representing at least an absolute majority of the quotas granted to the Agreement.

E) SIGNING, DURATION OF THE AGREEMENT

The Agreement was signed on July 10, 2025.

The Agreement is effective from the date of signing and will remain in effect for a period of 3 (three) years or, if earlier, until the date when the stake held by REVO Advisory in REVO Insurance share capital falls below 10%.

F) PUBLICATION OF THE EXTRACT AND BUSINESS REGISTER

Pursuant to Article 122, paragraph 1, letter b) of the TUF, an extract of the Agreement was published in ITALIA OGGI on July 15, 2025.

A copy of the Agreement was deposited at the Verona Business Register on July 14, 2025.

G) COMPLIANCE WITH THE OBLIGATIONS UNDER ARTICLE 120 OF THE ISSUER REGULATION

In order to comply with the communication obligations under Article 120 of the Issuer Regulation, it is specified that:

  • none of the shareholder Adherents is under the control of any other entity;
  • the Parties have granted to the Agreement all voting rights pertaining to the Quotas they hold.

Verona, July 15, 2025.

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