Interpump Group — Proxy Solicitation & Information Statement 2023

Mar 21, 2023

Pursuant to art. 106 Law Decree approved by the Italian Council of Ministers on March 16th, 2020 and published on Italian Gazzetta Ufficiale on March the 17th, 2020 converted into Law no. 27 of 24 April 2020, as previously modified and at least extended by effect of paragraph 10 of art. 3, of Law Decree no. 198 of 29 December 2022 converted into Law no. 14 of 24 February 2023 and as stated in the notice of call of INTERPUMP GROUP S.p.A. ordinary and extraordinary Shareholders' Meeting on April 28th , 2023, in single call, published on March 18th , 2023, the proxy can be conferred to Computershare S.p.A.. The present proxy must be notified as an attachment in PDF format to an e-mail sent to ufficiomilano@pecserviziotitoli.it. Computershare S.p.A. is at disposal for any kind of information by phone at no. +39 02 46776827 from 9:00 a.m. to 6:00 p.m. from Monday to Friday or by e-mail to ufficiomi@computershare.it.

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) entitled to exercise the voting right at 04/19/2023 (Record Date) pledgee – Taker in - beneficiary interest holder -	as: registered share holder - official receiver– manager –	legal representative – attorney/proxy holder with authority to sub-delegate
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)

DELEGATES/SUBDELEGATES Computershare S.p.A. with registered offices in Milan, Via Lorenzo Mascheroni, 19 to attend and vote to the abovementioned general meeting, with reference to the shares above, in accordance with the instructions provided and

DECLARES that no matter of compatibility or suspension are affecting the vote and he/she is aware that:

• under his/her own liability, as proxy holder the compliance of the proxy form electronically provided to the original document and the identity of the proxy grantor;
• in case of amendment or integration of the proposals presented to the Shareholders' Meeting, or in the absence of the expression of the vote, Computershare S.p.A will express a non-vote
• the proxy/subdelegation will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to legitimate attendance and voting, has been received by the Company before the start of the meeting works.

	DATE	Form of identification (6) (type)*	Issued by *	no. *	SIGNATURE
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VOTING INSTRUCTION

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

The undersigned (7)

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

RESOLUTIONS TO BE VOTED	VOTING
(9)	INSTRUCTION

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	submitted Not 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

(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.
Section A	– vote for resolution proposed by the Board of Directors (9)	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.
Section A	– vote for resolution proposed by the Board of Directors (9)	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 – The Board of Directors has presented a motion C not
– vote for resolution proposed by holder of majority/relevant interest (11) C2	F	C	A
– vote for resolution proposed by holder of minority interest (11) C3	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.
Section A	– vote for resolution proposed by the Board of Directors (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.
Section A	– vote for resolution proposed by the Board of Directors (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	F	C	A
statements (If no voting instruction are indicated, the Appointed Representative will vote C – against)

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 27th , 2023, h. 12:00 p.m., 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 Registered 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;

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.
• 1. 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. In accordance to art. 106 DL 17.3.2020 no. 18, the exclusive appointed representative may receive sub-delegations but it is liability of the proxy holder to provide appropriate voting instruction accordingly to the instructions submitted by the original proxy grantor.
• 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.

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.