Interpump Group — Proxy Solicitation & Information Statement 2023

Mar 21, 2023

INTERPUMP GROUP S.p.A. (the Company) has appointed Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and to article 106 of Law Decree on March, 17th 2020 n. 18, converted into Law no. 27 of 24 April 2020, lately modified and at least as extended by effect of paragraph 10 of art. 3, of Law Decree no.198 on 29 December 2022 converted into Law no. 14 of 24 February 2023, to collect proxies for the Ordinary and Extraordinary Shareholders' Meeting convened on April 28th, 2023 in single call in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's website www.interpumpgroup.it (in the "Governance" section – "Meeting Documentation" – "2023" – "SHAREHOLDERS MEETING 28 APRIL 2023").

The proxy and voting instructions, to be conferred by April 26th , may be revoked within the same date with the procedures used for the conferral. Conferral of proxy and voting instructions by signing and submitting this form is free of charge, except where transmission or postal charges apply.

Art. 135-decies of Legislative Decree 58/98 (Conflicts of interest of representative and substitute)

Computershare S.p.A., acting as Appointed Representative, is not subject to any conflicts of interest as defined under Article 135-decies of Legislative Decree 58/98. However, in the event of unknown circumstances or in the event of amendment or integration to the motions presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received.

		PROXY FORM Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare		S.p.A. (1)
	* mandatory information
	The undersigned * Place of birth * Date of birth*
	Tax code *…………………………
	Resident in (town/city) * at (street / address)		*
	telephone no * …………………, e-mail
(2) in -	entitled to exercise the voting right at 04/19/2023 (Record Date) beneficiary interest holder - official receiver– manager –	as: registered share holder -	legal representative –	attorney/proxy holder with authority to sub-delegate pledgee – Taker
	other (specify) …………………………………………………
	for no* of ordinary shares INTERPUMP GROUP S.p.A. (ISIN IT0001078911)
(3)	registered in the name of ………………………………………………………………………………Place of birth Date of birth Tax Code ………………………… Resident in (town/city) *………………………………… at (street / address)		*……………………………………………………………………………………………….
	(4) Registered in the securities account no	At	Bank code (ABI)	Branch code (CAB)
	(5) as resulting from communication no.	Made by (Bank)		…………………………………………………………………………………………………………….
DECLARES • •	DELEGATES the above Appointed Representative to attend and vote at the abovementioned general meeting, with reference to the shares that no matter of compatibility or suspension are affecting the right to vote proposals in relation to which voting instructions have been conferred. the proxy will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting attendance and voting, has been received by the Company	and he/she is aware that: before the start of the meeting works		above, in accordance with the instructions provided and the proxy to the Appointed Representative may contain voting instructions even on just a number of proposals on the agenda and that, in this event, the vote shall be exercised only for the records, on behalf of the person with the right to vote to legitimate
DATE	Form of identification (6) (type)*	Issued by *	no. *	SIGNATURE

NOTE: It is not possible to grant this proxy form without the voting instructions form to be downloaded from the company's website www.interpumpgroup.it (in the "Governance" section – "Meeting Documentation" – "2023" – "SHAREHOLDERS MEETING 28 APRIL 2023"). Voting instruction form can be requested by phone at no. +39 02 46776827.

VOTING INSTRUCTIONS

WARNING

This voting instructions form could be amended to include any proposal of resolution and/or vote on the items on the agenda that were presented by shareholders; in this event, the voting instruction will be dispatched, including the new proposals, in line with the notice of call

(For use of Appointed Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

RESOLUTIONS TO BE VOTED

ORDINARY SESSION

(0010)	1. Approval of the separate financial statements at 31 December 2022, accompanied by the Report on Operations, the Report of the Board of Statutory Auditors and the additional documentation required by statutory regulations; presentation of the consolidated financial statements at 31 December 2022, accompanied by the Board of Directors' Report and the documentation required by statutory regulations; related and consequent resolutions.
Section A	– vote for resolution proposed by the Board of Directors (9)	F	C	A

(0020)	2. Presentation of the Consolidated Non-Financial Statement prepared pursuant to Decree 254 dated 30	Not submitted to
	December 2016.
		vote

(0030)	3. Allocation of profit for the year; related and consequent resolutions.
Section A	– vote for resolution proposed by the Board of Directors (9)	F	C	A

VOTING INSTRUCTIONS F(for), C (against), A (abstain)

(0040)	4. Report on remuneration policy and the compensation paid pursuant to art. 123-(3) of Decree 58/1998: approval of the first section of the Report on remuneration policy pursuant to art. 123-(3), subsection 3-(2), of Decree 58/1998.
Section A	– vote for resolution proposed by the Board of Directors (9)	F	C	A

(0050)	5. Report on remuneration policy and the compensation paid pursuant to art. 123-(3) of Decree 58/1998: voting on the second section of the Report on remuneration policy and the compensation paid pursuant to art. 123-(3), subsection 4, of Decree 58/1998.
– vote for resolution proposed by the Board of Directors Section (9) A		F	C	A

(0060)	6. Appointment of the Board of Directors: determination of the number of members.
Section A	– vote for resolution proposed by the Board of Directors (9)	F	C	A

(0070)	7. Appointment of the Board of Directors: determination of its duration in office.
– vote for resolution proposed by the Board of Directors Section (9) A		F	C	A

(0080)	8. Appointment of the Board of Directors: appointment of the members of the Board of Directors.
Section A (12)	– vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions)	N….	C	A

(0090)	9. Appointment of the Board of Directors: appointment of the Chairman of the Board of Directors.
Section C – The Board of Directors has presented a motion not
– C2	vote for resolution proposed by holder of majority/relevant interest (11)	F	C	A
– C3	vote for resolution proposed by holder of minority interest (11)	F	C	A

(0100)	10. Determination of the remuneration of the directors for 2023 and the total remuneration of those directors with special duties; related and consequent resolutions
Section A	– vote for resolution proposed by the Board of Directors (9)	F	C	A

(0110)	11. Appointment of the Board of Statutory Auditors for the three-year period 2023 - 2024 - 2025: appointment of three Serving Auditors and two Alternate Auditors.
Section A (12)	– vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions)	N….	C	A

(0120)	12. Appointment of the Board of Statutory Auditors for the three-year period 2023 - 2024 - 2025: determination of the remuneration of the members of the Board of Statutory Auditors.
Section A	– vote for resolution proposed by the Board of Directors (9)	F	C	A

(0130)	13. Authorization, pursuant to arts. 2357 and 2357-(3) of the Italian Civil Code, to purchase treasury shares and possibly to sell any treasury shares held or purchased, after revoking, in whole or in part, any unexercised portion of the authorization granted by resolution of the shareholders' meeting held on 29 April 2022; related and consequent resolutions.
Section A	– vote for resolution proposed by the Board of Directors (9)	F	C	A

EXTRAORDINARY SESSION

(0140)	1. Proposed amendment of art. 14 of the Bylaws regarding duties reserved solely for the Board of Directors; related and consequent resolutions.
– vote for resolution proposed by the Board of Directors Section A (9)		F	C	A

(0150)	2. Proposed amendment of art. 16 of the Bylaws regarding the procedures for meetings of the Board of Directors held by telephone conference call; related and consequent resolutions.
– vote for resolution proposed by the Board of Directors Section A (9)		F	C	A

Derivative action against Directors
Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon approval of the annual financial
statements (If are indicated , the Appointed will – against) no voting instruction Representative C vote	F	C	A

DATE SIGNATURE

Instructions for filling in and submitting the form

This form could be updated and integrated if the Company receives requests for integrations or proposals pursuant to art. 126-bis of the TUF (where applicable) or individual resolution proposals relating to the items on the agenda, as provided in the notice of call of the Shareholders' Meeting, respectively, in the paragraph "Right to make additions to the meeting agenda and submit proposed resolutions" and in the paragraph "Additional rights of shareholders – right to present proposed resolutions individually prior to the meeting".

• 1. The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within April 26th , 2023, using one of the following methods:
• 1) Registered Email Holders (PEC): as an attachment document (PDF format) sent to ufficiomilano@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;
• 2) ature Holders (FEA): as an attachment document with ature sent to ufficiomilano@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a ature Holder;
• 3) Common Email address Holders: as an attachment document (PDF format) sent to ufficiomilano@pecserviziotitoli.it. In this case, the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. in 19, Lorenzo Mascheroni Street, 20145 Milan (MI), Italy, as soon as possible;

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

• 2. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.
• 3. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.
• 4. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.
• 5. Reference to the communication made by the intermediary and its name.
• 6. Provide details of a valid form of identification of the proxy signatory.
• 7. Provide the name and surname of the signatory of the Proxy form and Voting instructions.
• 8. Pursuant to article 135-undecies, subsection 3, of Italian Legislative Decree no. 58/1998, "Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried".

9. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company website www.interpumpgroup.it (in the "Governance" section – "Meeting Documentation" – "2023" – "SHAREHOLDERS MEETING 28 APRIL 2023"). Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the

instructions received in Sections A and C. The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).

• 10. There is the Section A2 to receive instructions when an alternative, complementary or additional resolution to the motion proposed by the Board of Directors had been presented and published pursuant to art. 126-bis of the TUF, within the term and in the cases provided. The Appointed Representative shall vote on each motion in accordance with the instructions and the delegating party shall give instructions consistent with the type of proposals (alternative or complementary) published.
• 11. In the absence of a proposal from the Board of Directors or other proposal published subsequently and reported in the instruction form, the Appointed Representative will be called to approve a proposal from those presented at the meeting by the President on behalf of the proposing subjects. Therefore the voting instructions are collected by the Appointed Representative in Section C as the only expression of vote on the proposals presented by the subjects indicated therein. The voting instructions provided in relation to the different characteristics of the proposers indicated in Section C may also be identical to each other but bind the Appointed Representative to cast the vote only if the proposer has the characteristics indicated in the correspondent instruction. In the case of several proposals submitted by various subjects holding minority interests not previously disclosed and not reported in the instruction form, the Appointed Representative will not be able to cast any vote.
• 12. Indicate the number of the list or the proposal (as provided on the Company website) that you want to vote "for" or indicate your preference to vote against (C) or to abstain (A) which will apply to all lists/proposals. If only one list/proposal is presented, the voting instructions will relate to that one.

Italian Legislative Decree no. 58/98 (T.U.F) Article 135-decies

(Conflict of interest of the representative and substitutes)

1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.

2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

a) has sole or joint control of the company, or is controlled or is subject to joint control by that company;

b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;

c) is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);

d) is an employee or auditor of the company or of the persons indicated in paragraph a);

e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);

f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.

1. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.

2. This article shall also apply in cases of share transfer by proxy.

Article 135-undecies

(Appointed representative of a listed company)

1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.

2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.

3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.

4. The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.

5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Article 126-bis

(Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions)

Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135-bis.

1. Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.

2. The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders ' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.

3. Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the same time as publishing news of the integration or presentation, in the ways pursuant to article 125-ter, subsection 1.

4. If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management control committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, having heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree. The decree is published in the ways set out by article 125-ter, subsection 1

Law-Decree nr. 18 on March 17th, 2020

Art. 106 (Rules relating to the conduct of Company Shareholders' meetings)

[...] 4. To attend ordinary or extraordinary Shareholders' Meetings, Companies with listed shares can designate the Representative pursuant to article 135-undecies of Italian Legislative Decree nr. 58 on 24 February 1998, even if the Articles of Association decree otherwise. The Companies can also provide in the notice calling the Shareholders' meeting that the Appointed Representative pursuant to article 135-undecies of the Italian Legislative Decree n. 58, on 24 February 1998, will be the only subject entitled to attend the Meeting; to the aforementioned Appointed Representative may also be confer proxies or subdelegations pursuant to article 135-novies of the Italian Legislative Decree n. 58, on 24 February 1998, notwithstanding the provision of art. 135-undecies, paragraph 4, of the same Decree.

1. Paragraph 4 also applies to companies admitted on a multilateral trading system and to Companies with financial instruments widely distributed among the public.

Italian Civil Code Art. 2393

(Derivative action)

1. A derivative action may be brought against directors pursuant to a resolution approved by shareholders, even if the company is in liquidation.

2. A resolution relating to the responsibility of directors may be put to the vote at a general meeting called for approval of the annual financial statements, even if such resolution is not on the meeting agenda, provided that it relates to matters occurring within the period to which the financial statements relate.

3. A derivative action may also be brought by a resolution of the board of statutory auditors passed by a two-thirds majority of its members.

4. Such action may be brought within five years of the expiry of the director's term of office.

5. The approval of a resolution to bring derivative action shall result in the removal of the director against whom such action is brought provided that votes representing at least one fifth of share capital are in favor. In such an event, shareholders shall provide for the replacement of that director.

6. The company may waive its right to bring derivative action and accept a settlement, subject to the waiver and settlement having been approved by shareholders, and provided that such motion is not opposed by minority shareholders representing at least one fifth of share capital, or, for listed companies, at least one-twentieth of share capital, or such percentage as may be established in the company's by-laws in relation to derivative actions brought by the company pursuant to Article 2393-bis.

INFORMATION ON PERSONAL DATA PROCESSING

Pursuant to the Regulation(EU) 2016/679 (the "Regulation")

Personal Data Controller

Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, 19 (hereinafter, "Computershare" or the " Controller"), Appointed Representative of the company pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and art. 106 DL 17 March 2020 n. 18, as controller of "Processing" (as defined in article 4 of the Regulation) of Personal Data (as defined below) provides the present "Information on Personal Data Processing", in compliance with the provisions of the applicable law (article 13 of Regulation and subsequent national legislation)

Object and methods of processing

The personal data of the shareholder and of his possible representative (hereinafter, the "Delegating party"), as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the shareholding (hereinafter "Personal Data") are communicated by the Delegating party, even by electronic means, to Computershare through this form, in order to grant the proxy to attend and to vote at the shareholders' meeting on behalf of the Delegating party according his voting instructions

The Controller process the Personal Data of the Delegating party reported in this form, lawfully, fairly and limited to what is necessary in relation to the purposes for which they are processed. The processing - as collection or any other operation as set forth in the definition of "processing" pursuant article 4 of the Regulation – shall be performed by papery or automated means, implementing the appropriate organizational and logical measures required by the purposes here above mentioned.

Purpose and legal basis of the Processing

The purpose of the Processing by the Controller is to allow the correct expression of voting instruction by the Appointed Representative in the shareholders' meeting on behalf of the Delegating Party, in compliance with the provisions of the aforementioned art. 135-undecies of TUF and art. 106 DL 17 March 2020 n.18.

The legal basis of the Processing is represented by:

• contractual obligations: to comply with the obligations arising from the agreement between the Delegating Party and the Appointed Representative;
• legal obligations: to comply with the legal obligations the Appointed Representative shall fulfil towards the company and the Authorities.

The collection and the Processing of Personal Data is necessary for the purposes indicated above. Failure to provide the aforementioned Personal Data implies, therefore, the impossibility to establish and manage the above agreement.

Recipients, storage and transfer of Personal Data

The Personal Data will be made accessible, for the purposes mentioned above - before, during and after the shareholders' meeting - to the employees and collaborators of the Controller who are in charge of Processing.

The Personal Data provided will be kept for a period of at least 1 year, in accordance with current legislation and will be disclosed to third parties only in compliance with legal obligations or regulations or at the request of the Authorities. This period is consistent with the provisions of current legislation.

Personal Data will be processed within the European Union and stored on servers located within the European Union. The Personal Data will be communicated to the Company to comply with the obligation under the law regarding the shareholders meeting's minutes, updating of shareholders' register and to third parties only if required by the Authorities.

Rights of the Delegating party

The Delegating Party has the right to ask, in every moment, which Personal Data and how they are processed. The Delegating party may ask to update, complete, correct or even erase the Personal Data. The Delegating party can also ask to restrict the use of his Personal Data or withdraw the consent to use them, but in such case it will be impossible to attend and vote at the shareholders' meeting. The Personal Data and the voting instructions will be kept for 1 year at disposal of the Authorities.

For the exercise of the aforementioned rights, the Delegating party can write to Computershare to the address reported in the form or to the following email address dataprotection@computershare.it. For the Privacy Policy and all Computershare activities, please visit our website https://www.computershare.com/it/Pages/Privacy.aspx.

Computershare S.p.A.