INTERPUMP GROUP S.p.A.

Ordinary Meeting

convened on 29 April 2025, in a single call, at 10.00 a.m.,

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.

Proxy form for the Appointed Representative pursuant to

Article 135-undecies of Legislative Decree 58/1998

Part 1 of 2

Studio Legale Trevisan & Associati, in Milan, Viale Majno no. 45, (VAT no. 07271340965), in its capacity as "Appointed Representative" ("Appointed Representative"), pursuant to article 135-undecies of Legislative Decree no. 58/1998, of INTERPUMP GROUP S.p.A. (hereinafter, the "Company" or "INTERPUMP GROUP"), is collecting voting proxies for the Ordinary Shareholders' Meeting of INTERPUMP GROUP, convened on 29 April 2025, at 10.00 a.m., in a single call, in the manner and under the terms set forth in the Notice of Call published on 28 March 2025, on the Company's website, at www.interpumpgroup.it (in the section "Governance" – "Assemblea Soci"), as well as sent to Borsa Italiana S.p.A. and made available on the authorised storage mechanism "eMarketSTORAGE" () and published in excerpt in the newspaper "Italia Oggi" on 28 March 2025.

The proxy form with the relevant voting instructions must be received, in original, by the end of the second trading day preceding the date of the Shareholders' Meeting (i.e. by 11:59 p.m. on 25 April 2025), together with:

copy of an identity document currently valid of the delegating party; or
if the delegating party is a legal person, a copy of an identity document, with current validity, of the legal representative pro tempore, or of another person with the appropriate powers, together with appropriate documentation attesting related qualification and powers;

by one of the following alternatives ways:

(i) for proxies with autograph signature, by courier or registered letter with return receipt, to Studio Legale Trevisan & Associati, Viale Majno no. 45 - 20122 Milan (Ref. "Proxy for Shareholders' Meeting INTERPUMP GROUP 2025");
(ii) for proxies with electronic signature or ature, by certified mail at: [email protected].

The proxy and voting instructions may be revoked by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e. by 11:59 p.m. on 25 April 2025), in the same manner as above.

The granting of proxy and voting instructions by signing this form does not entail any expense for the proxy holder (except for any postage costs).

Statement of the Appointed Representative

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.

PROXY FORM

(Section to be notified to the Company via the Appointed Representative - Complete with the required information)

I,	the	(Name(s)/personal
		________ born ______ on _______ resident
		in (city) ______ in (address) _______ registered
		office (address) _______________ C.F
		(*)________ Telephone no. _______
		E-mail _________
	Data to be filled in at the discretion of the delegating party:
-		communication No. _____ (communication reference provided by the intermediary)
-		any identification codes _______
DELEGATES the Appointed Representative to attend and vote at the above-mentioned Shareholders' Meeting as per the instructions
		provided to him/her with reference to no.(*)______ shares INTERPUMP GROUP, ISIN code IT0001078911, registered

in the securities account no.(*)______________________ with (depository intermediary)* ________________________ ABI _______

CAB _______

DECLARES that he/she is aware of the possibility that 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 proposals in relation to which voting instructions have been conferred.

AUTHORISES the Appointed Representative to process to process his/her personal data for the purposes, conditions and terms indicated in the attached information

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.

The	undersigned	(surname	and	first	name	of	the	signatory	only	if	different	from	the	holder	of	the	shares)
-----	-------------	----------	-----	-------	------	----	-----	-----------	------	----	-----------	------	-----	--------	----	-----	---------

			_________ born at* _______
on* ____signs this proxy as (please tick the relevant box
registered shareholder legal representative	pledgee	taker in	beneficiary interest holder
official receiver	manager		legal representative or attorney with authority to sub delegate
other (specify) _________

Place/Date __, ________
			Signature ____

Part 2 of 2

VOTING INSTRUCTIONS

(Section containing information for the Appointed Representative only - Tick the chosen boxes)

I, the undersigned (1) (name and personal details)(*) _______________________________________________

hereby delegate the Appointed Representative to vote, in accordance with the following voting instructions, at the Ordinary Shareholders' Meeting convened on 29 April 2025, at 10.00 a.m., in a single call, by INTERPUMP GROUP.

____________________________________________________________________________________________________________

(A) RESOLUTIONS SUBMITTED TO VOTE (2)

_______________________

	IN FAVOUR OF THE PROPOSAL SUBMITTED BY THE BOARD OF DIRECTORS	IN FAVOUR OF THE PROPOSAL SUBMITTED BY THE SHAREHOLDER		ABSTAINED c ( )
	a ( )	a ) (b ( )
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;	(cross out)	(shareholder name)	(cross out)	(cross out)
O.2. Destination of the operating profit and distribution of the dividend; related and consequent resolutions;	(cross out)	(shareholder name)	(cross out)	(cross out)
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;
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;	(cross out)	(shareholder name)	(cross out)	(cross out)
O.5. Determination of remuneration for the office of director for the financial year 2025 and the total amount of remuneration for directors	(cross out)	(shareholder name)	(cross out)	(cross out)

⁽ a )The failure of a proposal by the Board of Directors or by the Shareholder indicated in this section is considered as an unknown circumstance, therefore, upon its occurrence, the Appointed Representative shall follow the voting instructions set out in Section B.

( c ) Against/Abstained on any proposal made.

⁽ b ) In favor of the proposal of the Shareholder, whose name must be indicated by the Delegating party.

	IN FAVOUR OF THE PROPOSAL SUBMITTED BY THE BOARD OF DIRECTORS	IN FAVOUR OF THE PROPOSAL SUBMITTED BY THE SHAREHOLDER	AGAINST c ( )	ABSTAINED c ( )
	a ( )	a ) (b ( )
holding special offices; related and consequent resolutions;
O.6. Approval of the incentive plan called "Interpump Incentive Plan 2025/2027" for employees, directors and/or collaborators of the Company and its subsidiaries; related and consequent resolutions;	(cross out)	(shareholder name)	(cross out)	(cross out)
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;	(cross out)	(shareholder name)	(cross out)	(cross out)

(B) UNKNOWN CIRCUMSTANCES

If circumstances unknown at the time of issuance of the proxy occur (3) the undersigned with reference to:

	REVOKE CONFIRM		CHANGE INSTRUCTIONS
	THE INSTRUCTI ONS	THE INSTRUCTIO NS	d FOR ( )	AGAINST	ABSTAINE D
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;	(cross out)	(cross out)		(cross out)	(cross out)
O.2. Destination of the operating profit and distribution of the dividend; related and consequent resolutions;	(cross out)	(cross out)		(cross out)	(cross out)
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;	(cross out)	(cross out)		(cross out)	(cross out)

⁽ d ) Indicate if in favour of the proposal of the Board of Directors or if in favour of the proposal of the Shareholder whose name must be indicated by the Delegating party.

	CONFIRM THE INSTRUCTI ONS	REVOKE THE INSTRUCTIO NS	CHANGE INSTRUCTIONS
			d FOR ( )	AGAINST	ABSTAINE D
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;	(cross out)	(cross out)		(cross out)	(cross out)
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;	(cross out)	(cross out)		(cross out)	(cross out)
O.6. Approval of the incentive plan called "Interpump Incentive Plan 2025/2027" for employees, directors and/or collaborators of the Company and its subsidiaries; related and consequent resolutions;	(cross out)	(cross out)		(cross out)	(cross out)
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;	(cross out)	(cross out)		(cross out)	(cross out)

(C) AMENDMENTS OR ADDITIONS

In the event of any vote on amendments or additions (4) to the resolutions submitted to the Meeting with reference to:

	CONFIRM THE INSTRUCTI ONS	REVOKE THE INSTRUCTIO NS	CHANGE INSTRUCTIONS
			e FOR ( )	AGAINST	ABSTAINE D
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;	(cross out)	(cross out)		(cross out)	(cross out)

⁽ e ) Indicate if in favour of the proposal of the Board of Directors or if in favour of the proposal of the Shareholder whose name must be indicated by the Delegating party.

	CONFIRM	REVOKE THE INSTRUCTIO NS	CHANGE INSTRUCTIONS
	THE INSTRUCTI ONS		e FOR ( )	AGAINST	ABSTAINE D
O.2. Destination of the operating profit and distribution of the dividend; related and consequent resolutions;	(cross out)	(cross out)		(cross out)	(cross out)
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;	(cross out)	(cross out)		(cross out)	(cross out)
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;	(cross out)	(cross out)		(cross out)	(cross out)
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;	(cross out)	(cross out)		(cross out)	(cross out)
O.6. Approval of the incentive plan called "Interpump Incentive Plan 2025/2027" for employees, directors and/or collaborators of the Company and its subsidiaries; related and consequent resolutions;	(cross out)	(cross out)		(cross out)	(cross out)
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;	(cross out)	(cross out)		(cross out)	(cross out)

......................................................... Place, ......................

Signature.....................................................................

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 FAVOUR □ AGAINST □ ABSTAINED

........................................................., ......................

Signature.....................................................................

1. State the first and last name of the signatory of the Proxy Form and voting instructions.
1. Pursuant to Article 135-undecies, Section 3, of 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 are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried".
1. In the event of significant circumstances, unknown at the time of issue of the proxy, which cannot be communicated to the Delegating party, it is possible to choose between: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. If no choice is made, the voting instructions given in Section A) will be considered confirmed. However, it is understood that if the proxy, in Section A), has indicated that he/she intends to vote in favour of the proposal made by the Board of Directors or by the shareholder and such proposal is not submitted or is not put to the vote for any reason whatsoever and, in Section B, no choice is made or the choice indicated in Section A is confirmed, the person is considered as abstaining.
1. In the event of amendments or additions to the resolution proposals submitted to the meeting, it is possible to choose between: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed or the conferral of the voting instruction; c) revocation of the voting instruction already expressed. If no choice is made, the voting instructions mentioned in Section A) will be considered confirmed.

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: 800134679 (on working days and during working hours).

PRIVACY NOTICE

Pursuant to art. 13 of Regulation EU 2016/679 ("Regulations on the protection of natural persons with regard to the processing of personal data and the free circulation of such data")

As regards the personal data that Studio Legale Trevisan & Associati - as the Appointed Representative of the Issuer - will come to hold in the performance of its duties for your benefit, we wish to inform you of the following.

Data controller

The Data Controller is Studio Legale Trevisan & Associati, based in Milan, Viale Majno no. 45. The Data Controller may be contacted at the address: [email protected].

Purpose of the processing

The data contained in the proxy form will be processed for the following purposes:

(a) performance of the assignment received, that is for the formalities concerning representation at the shareholders' meeting and casting the vote on your behalf, in compliance with the instructions received from you;

(b) fulfillment of legal obligations.

Legal basis for the processing

The processing is based on the following legal bases:

fulfillment of contractual obligations, that is arising from the assignment you received;
fulfillment of a legal obligation placed upon the Data Controller, also with regard to the Issuer or authorities or supervision bodies.

Source of personal data

Personal data are collected directly from you or from public or private archives.

Data processing procedures

The processing shall consist of the collection, recording, organisation, structuring, storage, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure and destruction of the data.

Processing operations may be performed by the Data Controller and/or by persons authorised by the same, with or without the assistance of electronic or in any case automated devices.

The personal data shall be processed lawfully, fairly and transparently, using the procedures and for the purposes set out above, as well as in compliance with privacy regulations and professional confidentiality obligations.

Retention period

In compliance with the principles of lawfulness, the limitation of purposes and the minimisation of data, the data shall be retained for the period required to complete the assignment received and, thereafter, for the time that the Data Controller is under retention obligations for tax and administrative purposes or in any case as required by law.

Nature of data provision and consequences of refusal to provide data

In relation to the purposes referred to in point a) of the paragraph "Purposes of the processing", the provision of data is not mandatory, but is strictly necessary for the purpose of carrying out the assignment received. Any refusal to provide such data would result in the impossibility for the Controller - as Designated Representative - to carry out the assignment received and the legal obligations. The relevant processing does not require your consent.

In relation to the purposes mentioned in point b), the provision of data is mandatory. Failure to provide the data would result in the impossibility for the Controller - as Appointed Representative - to carry out the assignment received and the legal obligations. The relevant processing does not require your consent.

Disclosure and dissemination of personal data

The data shall be made available, for the purposes mentioned above, before, during and after the performance of the Shareholders' Meeting of the Issuer.

The data may come to be known by employees and collaborators of the Data Controller, who are specifically authorised to process it, as well as the Issuer for legal purposes, including drawing up the minutes of the shareholders' meeting and updating the shareholder register.

This data may be disclosed to all public and private subjects when its disclosure is necessary to fulfill a legal obligation, or on the basis of provisions issued by authorities entitled to do so by law or by supervisory and control bodies, as well as for purposes strictly linked or instrumental to the performance of the assignment received pertaining to representation at the shareholders' meeting and the casting of the vote.

Transfer of data abroad

The data may be transferred to EU countries or third-party countries within the scope of the processing.

Rights of the data subject

You are entitled to ask the Data Controller, at any time:

to confirm whether or not personal data concerning you is being processed and, in that case, to obtain access to the following information: (i) purposes of the processing, (ii) categories of data processed, (iii) the recipients or categories of recipients to whom the data were or will be communicated, including recipients in third countries or international organisations, (iv) when possible, the anticipated personal data retention period, or, if this is not possible, the criteria used to determine this period, (v) the existence of an automated decision-making process, including the profiling, logic used, the importance and anticipated consequences of this processing (right of access);

the correction of incorrect personal data, or the supplementation of incomplete data (right to rectification);
the erasure of personal data in the event of (i) opposition to the processing in the absence of any other prevailing legitimate reason for us to proceed with the same processing; (ii) unlawful processing; (iii) fulfillment of a legal obligation; except where processing is necessary to exercise the right to freedom of expression and information, for the fulfillment of a legal obligation, for reasons of public interest in the health sector, for statistical purposes, archiving in the public interest, scientific or historical research or, to ascertain, exercise, or defend a right in court. You also have the right to request the transformation into an anonymous form, or blocking of data processed in violation of the law (right to be forgotten);
limitation of personal data processing in the event of (i) a dispute over its accuracy for the period necessary for us to check its accuracy; (ii) unlawful processing with a request by the data subject to limit the processing and not already its erasure; (iii) the need of the data subject to ascertain, exercise, or defend a right in court; (iv) opposition to the processing pending a check of whether our legitimate reasons prevail over yours (right to restriction).

You also have the right to lodge complaints with the relevant supervisory authority (in Italy, the Privacy Authority) if you believe that the processing violates privacy regulations.

In order to exercise your rights, as well as for any further information, you may send an email to [email protected].

Place ..............................................................., Date.....................

Signature................................................

Legislative Decree No. 58 of 24 February 1998

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, paragraph 3 or article 104, paragraph 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 cooperatives the amount of the capital is determined by the statutes also in derogation of article 135.
Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with paragraph 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, paragraph 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, paragraph 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, paragraph 3.
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, paragraph 1.
Shareholders requesting integration in accordance with paragraph 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, paragraph 1.
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 paragraph 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, paragraph 1.

Article 135-decies (Conflict of interest of the representative and substitutes)

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 paragraph of the Italian Civil Code does not apply.
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.

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, paragraph 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.
This article shall also apply in cases of share transfer by proxy.

Article 135-undecies (Designated representative of a listed company)

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.
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 paragraph 1.

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.
The person designated 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 designated as representative may not be assigned proxies except in compliance with this article.
By regulation pursuant to paragraph 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.

Civil Code

Art. 2393 (Corporate action for liability)

1. A liability action may be brought against directors pursuant to a resolution approved by shareholders, even if the company is in liquidation.
1. 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.
1. A liability action may also be brought by a resolution of the board of statutory auditors passed by a two-thirds majority of its members.
1. Such action may be brought within five years of the expiry of the director's term of office.
1. The approval of a resolution to bring liability 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.
1. The company may waive its right to bring liability 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.

AI Terminal

Interpump Group

4294_agm-r_2025-03-28_bc7bdb5d-0d5c-4339-b0b4-3bc0d3dc11fb.pdf