Major Shareholding Notification • Jul 15, 2025
Major Shareholding Notification
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Whereas:
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.
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").
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.
| 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")
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:
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%.
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.
In order to comply with the communication obligations under Article 120 of the Issuer Regulation, it is specified that:
Verona, July 15, 2025.
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