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Interpump Group

Proxy Solicitation & Information Statement Mar 28, 2025

4294_agm-r_2025-03-28_5fdf04cf-c3af-4b40-b4c3-2ff92c2d2223.pdf

Proxy Solicitation & Information Statement

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PROXY FORM 1

I, The undersigned

__________________
Denomination/Company name - Surname and Name
Tax Code __________________
Date of birth
Place of birth Province of birth
__________________
Residential address/Registered Office's address
Municipality Province
_______________
Telephone no
_____ E-mail address ________
entitled to exercise the voting right for no. ______ of ordinary shares INTERPUMP GROUP
S.p.A. ("Company" or "INTERPUMP GROUP") as2
registered shareholder
legal representative ___
Taker in attorney/proxy holder with authority to sub-delegate
pledgee
beneficiary interest holder
official receiver
manager
other (specify)
as shown by:
(i) A copy of the notice of participation issued by your bank or intermediary
(ii) A copy of the identity card or equivalent document

DELEGATES

Studio Legale Trevisan & Associati, with registered office in Milan, Viale Majno no. 45, in the person of Avv. Dario Trevisan, born in Milan on 04.05.1964 (C.F. TRVDRA64E04F205I), who may, in turn, be replaced by Camilla Clerici, born in Genoa on 19.01.1973 (Tax Code CLRCLL73A59D969J), or by Giulio Tonelli, born in La Spezia on 27.02.1979 (C.F. TNLGLI79B27E463Q), or by Avv. Alessia Giacomazzi born in Castelfranco Veneto (TV) on 05.09.1985 (C.F. GCMLSS85P45C111T), or by Avv. Gaetano Faconda born in Trani (BT) on 02.10.1985 (C.F. FCNGTN85R02L328O), or by Avv. Valeria Proli born in Novara on 24.10.1984 (C.F. PRLVLR84R64F952S), or by Dott.ssa Raffaella Cortellino born in Barletta (BT) on 04.06.1989 (C.F. CRTRFL89H44A669V), or by Avv. Andrea Ferrero born in Turin on 05.05.1987 (C.F. FRRNDR87E05L219F), or by Dott. Marco Esposito born in Monza on 30.08.1992 (C.F. SPSMRC92M30F704H), or by Dott. Moreno Merciari born in Sassuolo on 20.07.1982 (C.F. MRCMRN82L20I462Z), or by Avv. Marcello Casazza born in Vigevano (PV) on 03.09.1991 (C.F. CSZMCL91P03L872S), or by Avv. Serena Larghi born in Varese on 27.11.1992 (C.F. LRGSRN92S67L682Q), or by Dott. Luca De Tanti, born in Como (CO) on 09.07.1996 (C.F. DTNLCU96L09C933L), all domiciled, for the purposes of this proxy, at Studio Legale Trevisan & Associati, Viale Majno n. 45, 20122 – Milan,

to represent him/her for all shares for which he/she is/are entitled to vote at the Ordinary Shareholders' Meeting of:

INTERPUMP GROUP, convened

on 29 April 2025, at 10.00 a.m., in a single call, and which is conventionally considered to be located at the Interpump Group S.p.A. offices, in Reggio Emilia, Via G. B. Vico no. 2,

granting him/her the necessary powers to exercise voting rights in his/her name and on his/her behalf in accordance with the instructions provided.

Studio Legale Trevisan & Associati declares that it has no interest of its own with regard to the resolution proposals submitted to the vote. Taking into account, however, the possible contractual relationships in place and, in any case, for all legal purposes, it expressly declares that, in case of unknown circumstances, or in case of amendment or integration of the proposals submitted to the Shareholders' Meeting, it and/or its substitutes will not express a vote other than that indicated in the instructions.

Place and Date Signature (legible and in full)

_________________________________ ___________________________________________

1 Each person entitled to attend Shareholders' Meeting must be represented by proxy or sub-proxy in writing in accordance with the applicable legal provisions, and may use this proxy form available on the Company's website, at www.interpumpgroup.it (in the section "Governance" – "Assemblea Soci"), dedicated to this Shareholders' Meeting. The proxy, together with the attachments, must be delivered to Studio Legale Trevisan & Associati, by mail, to the address: Viale Majno No. 45, 20122 - Milan (Italy), or electronically, by certified e-mail, at the address: [email protected] or e-mail: [email protected] (Ref. "Shareholders' Meeting Proxy INTERPUMP GROUP 2025 "), no later than 12 p.m. on 28 April 2025.

2 Specify the capacity of the signatory of the proxy and attach, in the case of a legal entity, documentation proving signatory powers.

Voting Instructions:

(Section containing information for the Delegate - Tick the chosen boxes)

I, the undersigned Mr/Mrs.

delegating party)

or if legal person alternatively

_________________________________________________________________________ (see above)

______________________________________________________________________________ (please enter the name of the

The (name Entity/Company)

expressly authorises the Delegate and his Substitutes to vote in accordance with the following voting instructions at the Ordinary Shareholders' Meeting of INTERPUMP GROUP, code ISIN IT0001078911, convened on 29 April 2025, at 10.00 a.m., in a single call and which is conventionally considered to be located at the INTERPUMP GROUP S.p.A. offices, in Reggio Emilia, Via G. B. Vico no. 2.

O.1. Approval of the financial statements for
the
year
ended
31
December
2024,
accompanied by the Directors' Report on
Management, the Board of Statutory Auditors'
Report, the Independent Auditors' Report and
the additional accompanying documentation
required by current provisions; presentation of
the Group's consolidated financial statements
for the year ended 31 December 2024,
accompanied by the Board of Directors' Report
(including the Consolidated Sustainability
Report pursuant to Legislative Decree no.
125/2024 for the 2024 financial year) and the
accompanying documentation required by
current provisions; related and consequent
resolutions;
□ In favour □ Against □ Abstained
O.2. Destination of the operating profit and
distribution of the dividend; related and
consequent resolutions;
□ In favour □ Against □ Abstained
O.3. Report on the remuneration policy and
compensation paid pursuant to Article 123-ter
of Legislative Decree No. 58 of 1998: approval
of the First Section of the Report on
Remuneration Policy pursuant to Article 123-
ter, paragraph 3-bis, of Legislative Decree No.
58 of 1998; related and consequent resolutions;
□ In favour □ Against □ Abstained
O.4. Report on the remuneration policy and
compensation paid pursuant to art. 123-ter of
Legislative Decree 58 of 1998: vote on the
Second
Section
of
the
Report
on
the
remuneration policy and compensation paid
pursuant to art. 123-ter, paragraph 4, of
Legislative Decree no. 58 of 1998; related and
consequent resolutions;
□ In favour □ Against □ Abstained
O.5. Determination of remuneration for the
office of director for the financial year 2025
and the total amount of remuneration for
directors holding special offices; related and
consequent resolutions;
□ In favour □ Against □ Abstained
O.6. Approval of the incentive plan called
"Interpump Incentive Plan 2025/2027" for
employees, directors and/or collaborators of
□ In favour □ Against □ Abstained

the Company and its subsidiaries; related and
consequent resolutions;
O.7. Authorisation, pursuant to Articles 2357
and 2357-ter of the Italian Civil Code, to
purchase treasury shares and any subsequent
disposal of treasury shares in portfolio or
purchased, subject to revocation, in whole or in
part, for the portion that may not have been
executed, of the authorisation granted by
shareholders' resolution of 26 April 2024;
related and consequent resolutions;
□ In favour □ Against □ Abstained

___________________________ __________________________________________

Place and Date Signature (legible and in full)

LIABILITY ACTION

In case of vote on the liability action proposed pursuant to art. 2393, paragraph 2, of the Italian Civil Code by shareholders on the occasion of the approval of the financial statements, the undersigned delegates the Appointed Representative to vote in accordance with the following:

□ IN FAVOR □ AGAINST □ ABSTAIN

________________________________, ________________

Signature _____________________________________

The following documents:

  • a) the proxy form;
  • b) the voting instructions;
  • c) copy of the identity card or equivalent document of the Delegating party;
  • d) in the case of a legal person, a copy of the current valid identity document of the pro tempore legal representative or other person with appropriate powers, together with appropriate documentation proving the corporate powers (copy of the Chamber of Commerce registration or similar);
  • e) copy of the notice of participation issued by your bank or intermediary,

________________________________________________________________

must be delivered to Studio Legale Trevisan & Associati, by post, to the address: Viale Majno n. 45, 20122 - Milan (Italy), or electronically, to the certified e-mail address: [email protected] or e-mail: [email protected] (Ref. "Proxy Meeting INTERPUMP GROUP 2025"), no later than 12.00 p.m. on 28 April 2025.

N.B. For any clarification regarding the conferral of the proxy (and in particular concerning the filling in of the proxy form and the voting instructions and their transmission), the persons entitled to attend the Shareholders' Meeting may contact the Appointed Representative, to the addresses indicated above and/or at the Toll-free number: 800 134 679 (on working days and during working hours).

INFORMATION NOTICE PURSUANT TO ARTICLES 13 AND 14 OF REGULATION (EU) 2016/679

We would like to remind you, pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (hereinafter also "GDPR"), that the data contained in the proxy form will be processed by Studio Legale Trevisan & Associati (hereinafter also the "Data Controller" or the "Controller") for the purpose of managing the proxy for the Shareholders' Meeting operations, in compliance with the applicable data protection legislation.

The same data may be disclosed to collaborators of the Data Controller specifically authorised to process them, in their capacity as Data Processors or Persons in charge of Processing, for the pursuit of the aforementioned purposes: such data may be communicated to specific parties in fulfilment of a legal obligation, regulation or EU legislation, or on the basis of provisions issued by Authorities authorised to do so by Law or by supervisory and control bodies. The Data Controller, moreover, for the pursuit of the aforementioned purposes, may need to communicate your personal data to third parties such as, for example, collaborators and/or any other assignees of Studio Legale Trevisan & Associati and/or the Company.

Consent is mandatory; without consent to the processing of data, it will not be possible for the delegate to attend the Meeting.

The Data Controller is Studio Legale Trevisan & Associati, with offices in Viale Majno 45, 20122 - Milan.

The Controller can be contacted at the following addresses:

  • Studio Legale Trevisan & Associati, Viale Majno 45, 20122 Milan;
  • +39028051133 / +3902877307.

Personal data will be processed, in compliance with the provisions of the GDPR, by means of paper, computer and telematic tools, with logic strictly related to the purposes indicated and, in any case, in such a way as to guarantee security and confidentiality in accordance with the provisions of Article 32 GDPR. Your personal data will be processed for the time necessary to fulfil the purposes of the processing described above, at the end of which it will be stored, where necessary, for the period of time prescribed by the regulations in force.

The data subject has the right to exercise the rights set out in Articles 15 to 21 of the GDPR, i.e. to know, at any time, what data on him/her is stored at the Company, its origin and how it is used, to ask for it to be updated, corrected, supplemented or deleted, blocked, to be transferred or to object to its processing by contacting the above-mentioned addresses.

You also have the right to withdraw your consent and to lodge a complaint with the Italian Data Protection Authority, Piazza Venezia 11, 00187, Rome (RM).

The aforementioned rights may be exercised, with respect to the Controller, by contacting the references indicated at the beginning of this notice.

The exercise of your rights as a Data Subject is free of charge pursuant to Article 12 of the GDPR. However, in the case of requests that are manifestly unfounded or excessive, including due to their repetitiveness, the Data Controller may charge you a reasonable expense contribution, in light of the administrative costs incurred in handling your request, or reasonably deny satisfaction of your request.

____________________________ ___________________________________

Place and Date Signature (legible and in full)

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