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Interpump Group Proxy Solicitation & Information Statement 2026

Apr 8, 2026

4294_rns_2026-04-08_f31464eb-5bd2-4bb2-9541-aa9aeecbb83d.pdf

Proxy Solicitation & Information Statement

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GRUPPO IPG HOLDING S.P.A.

CERTIFIED

TO THE KIND ATTENTION OF

INTERPUMP GROUP S.P.A.

VIA E. FERMI 25

SANT'ILARIO D'ENZA (RE)

Milan, 30 March 2026

SUBJECT: PROPOSAL FOR A RESOLUTION PURSUANT TO ARTICLE 126-BIS OF LEGISLATIVE DECREE 58/1998

Shareholders,

Gruppo IPG Holding S.p.A., with registered office at Via Pontaccio 10, Milan, tax code 05830220967, holder of 25,501,799 ordinary shares in INTERPUMP GROUP S.p.A. ("Company" and/or "Issuer"), representing 23.422% of the Company's share capital, a percentage exceeding the minimum threshold of one-fortieth (2.5%) of the Company's share capital set out in Article 126-bis (1) of the TUF for the submission of resolution proposals on items already on the meeting agenda,

provided that

  • the Ordinary and Extraordinary Shareholders' Meeting of the Company has been convened for 30 April 2026 at 10:00 a.m., in a single call, which, as usual, shall be deemed to be held at the offices of Interpump Group S.p.A. located in Reggio Emilia, Via G.B. Vico 2 ("Meeting"), to discuss and pass resolutions, inter alia, on the following item on the agenda for the ordinary part:

"6. Appointment of the Board of Directors: appointment of the members of the Board of Directors";

  • today, the undersigned shareholder submitted a list of candidates for the appointment of the Company's Board of Directors ("List");

  • one of the candidates named on the List, Ms Elena Iotti, currently holds the position of Independent Director at Emak S.p.A., a company at the head of a group operating in the field of designing solutions for gardening, forestry, agriculture, cleaning and industry, which are in part similar to those carried out by Interpump Group S.p.A. within its business segment relating to high-pressure pumps for the cleaning and industrial markets. Therefore, in view of certain areas of partial overlap between the activities carried out by the respective groups, it is deemed appropriate to submit this proposal for resolution to the Shareholders' Meeting pursuant to and for the purposes of Article 2390 of the Civil Code,

having regard to

REGISTERED OFFICE: VIA PONTACCIO 10 – 20121 MILAN

SHARE CAPITAL EURO 161.219.46 FULLY PAIDUP

MILAN COMPANIES REGISTER AND TAX CODE NO. 05830220967


emarket

and storage

CERTIFIED

GRUPPO IPG HOLDING S.P.A.

the requirements of the laws and regulations in force for the submission of resolution proposals on items already on the agenda of the Shareholders' Meeting, with particular reference to Article 126-bis of the TUF,

considering

the information set out (i) in the convocation notice, (ii) in the Explanatory Report of the Company's Board of Directors on the items on the Meeting agenda pursuant to Article 125-ter of Legislative Decree No. 58/98 ("TUF"), and (iii) in the document entitled "Guidelines of the Board of Directors on the Qualitative and Quantitative Composition of the New Board of Directors for the Three-Year Period 2026–2028" ("Guidelines"), as published on the Issuer's website,

hereby submits

the following proposed resolution, formulated with exclusive reference to the sixth item on the agenda of the ordinary part of the Shareholders' Meeting ("6. Appointment of the Board of Directors: appointment of the members of the Board of Directors");

It should be noted that this proposal is intended to apply only in the event that Ms Elena Iotti is actually elected as a member of the Company's Board of Directors in the vote on the list submitted by Gruppo IPG Holding S.p.A.

In this event, and taking into account the position of Independent Director currently held by Ms Iotti at Emak S.p.A., the proposing shareholder deems it appropriate to submit the following proposed resolution to the Shareholders' Meeting, for the relevant assessments, pursuant to Article 2390 of the Civil Code:

"The Ordinary Shareholders' Meeting of Interpump Group S.p.A:

  • having noted the election of Ms Elena Iotti as Independent Director of the Company further to the vote on the List for the appointment of the Board of Directors submitted by the shareholder Gruppo IPG Holding S.p.A., as well as Ms Iotti acceptance of said office;
  • having taken into account that Ms Elena Iotti also holds the office of Independent Director at Emak S.p.A.;
  • having examined the proposed resolution on the sixth item on the agenda of the ordinary part of today's Shareholders' Meeting and the related explanatory report submitted by the shareholder Gruppo IPG Holding S.p.A. pursuant to Article 126-bis of the TUF,

resolves

  • to authorise, pursuant to Article 2390 of the Civil Code, Ms Elena Iotti to retain her position as Independent Director of Emak S.p.A. and to continue performing the related duties for the entire duration of Ms Elena Iotti term of office at Interpump Group S.p.A."

Pursuant to and for the purposes of Article 126-bis of the TUF, this proposal is sent to the Company, in the manner specified in the notice convening the Meeting, together with the following documents:

REGISTERED OFFICE: VIA PONTACCIO 10 – 20121 MILAN

SHARE CAPITAL EURO 161.219.46 FULLY PAID UP

MILAN COMPANIES REGISTER AND TAX CODE NO. 05830220967


CERTIFIED

GRUPPO IPG HOLDING S.P.A.

1) certificate attesting to Gruppo IPG Holding S.p.A. ownership of the number of Interpump Group S.p.A. shares specified above;
2) explanatory report outlining the reasons for the proposed resolution on the sixth item already on the agenda of the ordinary part of the Meeting.

The Company is required to carry out all formalities, including those relating to publication, concerning to and/or related to the submission of this proposal and the accompanying explanatory report pursuant to Article 126-bis of the TUF, within the time limits and in the manner provided for by the laws and regulations in force.

GRUPPO IPG HOLDING S.P.A.

REGISTERED OFFICE: VIA PONTACCIO 10 – 20121 MILAN

SHARE CAPITAL EURO 161.219.46 FULLY PAIDUP

MILAN COMPANIES REGISTER AND TAX CODE NO. 05830220967


emarket

GRUPPO IPG HOLDING S.P.A.

CERTIFICATION PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1, OF THE TUF

REGISTERED OFFICE: VIA PONTACCIO 10 – 20121 MILAN

SHARE CAPITAL EURO 161.219.46 FULLY PAIDUP

MILAN COMPANIES REGISTER AND TAX CODE NO. 05830220967


GRUPPO IPG HOLDING S.P.A.

emarket

e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e

EXPLANATORY REPORT PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 4, OF THE TUF

TO THE KIND ATTENTION OF

INTERPUMP GROUP S.P.A.

VIA E. FERMI 25

SANT'ILARIO D'ENZA (RE)

Milan, 30 March 2026

SUBJECT: EXPLANATORY REPORT ON THE REASONS FOR THE PROPOSED RESOLUTION SUBMITTED BY GRUPPO IPG HOLDING S.P.A. WITH REGARD TO THE SIXTH ITEM ALREADY ON THE AGENDA OF THE ORDINARY PART OF THE SHAREHOLDERS' MEETING OF INTERPUMP GROUP S.P.A. OF 30 APRIL 2026

Shareholders,

This report has been prepared by Gruppo IPG Holding S.p.A., with registered office at Via Pontaccio 10, Milan, tax code 05830220967, in its capacity as a shareholder of INTERPUMP GROUP S.p.A. ("Company" and/or "Issuer"), in order to explain the reasons for the proposed resolution ("Proposal") submitted by Gruppo IPG Holding S.p.A. pursuant to Article 126-bis of Legislative Decree No. 58/1998 ("TUF") on the sixth item ("Appointment of the Board of Directors: appointment of the members of the Board of Directors") already on the agenda of the ordinary part of the Company's Shareholders' Meeting convened for 30 April 2026 at 10:00 a.m., in a single call, which, as usual, shall be deemed to be held at the offices of Interpump Group S.p.A. located in Reggio Emilia, Via G.B. Vico 2 ("Meeting").

As stated in the Proposal, today, the undersigned shareholder submitted a list of candidates for the appointment to the Company's Board of Directors ("List"), and one of the candidates named on the List, Ms Elena Iotti, currently holds the position of Independent Director at Emak S.p.A., a company at the head of a group operating in the field of designing solutions for gardening, forestry, agriculture, cleaning and industry, whose activities are in part similar to those carried out by Interpump Group S.p.A. within its business segment relating to high-pressure pumps for the cleaning and industrial markets. Therefore, in view of certain areas of partial overlap, it is deemed appropriate to submit the following proposed resolution to the Shareholders' Meeting for its consideration, pursuant to and for the purposes of Article 2390 of the Civil Code:

"The Ordinary Shareholders' Meeting of Interpump Group S.p.A:

REGISTERED OFFICE: VIA PONTACCIO 10 - 20121 MILAN

SHARE CAPITAL EURO 161.219.46 FULLY PAIDUP

MILAN COMPANIES REGISTER AND TAX CODE NO. 05830220967


emarket

with storage

CERTIFIED

GRUPPO IPG HOLDING S.P.A.

  • having noted the election of Ms Elena Iotti as Independent Director of the Company further to the vote on the List for the appointment of the Board of Directors submitted by the shareholder Gruppo IPG Holding S.p.A., as well as Ms Iotti acceptance of said office;
  • having taken into account that Ms Elena Iotti also holds the office of Independent Director at Emak S.p.A.;
  • having examined the proposed resolution on the sixth item on the agenda of the ordinary part of today's Shareholders' Meeting and the related explanatory report submitted by the shareholder Gruppo IPG Holding S.p.A. pursuant to Article 126-bis of the TUF,

resolves

  • to authorise, pursuant to Article 2390 of the Civil Code, Ms Elena Iotti to retain her position as Independent Director of Emak S.p.A. and to continue performing the related duties for the entire duration of Ms Elena Iotti term of office at Interpump Group S.p.A."

It should be noted that the above proposal for a resolution is conditional on Ms Elena Iotti being appointed as a Director of the Company following the vote on the list submitted by Gruppo IPG Holding S.p.A. Therefore, the appointment of the candidate remains subject to the provisions of the Articles of Association and the law applicable to the composition of the Board of Directors.

For the purposes of this proposed resolution, the main reasons are set out below.

Based on the information publicly available at the date of this report, the potentially overlapping activities appear to be of limited significance in relation to the Interpump Group's overall business volume, accounting for less than 5% of revenues.

It should also be noted that the position of Independent Director held by Ms Elena Iotti at Emak S.p.A. is, by its very nature, characterised by the complete absence of operational delegated powers and management authority. Should she be elected, Ms Elena Iotti would also hold the same office at Interpump Group S.p.A., thereby mitigating any risks associated with the situations referred to in Article 2390(1) of the Civil Code.

There are no situations, either currently or in the foreseeable future, involving the overlap of managerial or operational roles in the two companies that would result in Ms Iotti active involvement in significant competitive dynamics between the two companies.

Furthermore, the undersigned shareholder believes that the addition to the Company's Board of Directors of a professional with in-depth knowledge of the relevant markets, as well as of the shared sectoral dynamics, could enrich the Board's discussions and enhance its wealth of expertise.

In light of the above considerations, the situation described does not appear likely to prejudice the Company's interests or to compromise the independence of judgement required of Independent Directors, it being understood that any assessment as to whether the independence requirements are met and continue to be met is the responsibility of the Company's Board of Directors. Therefore, with a view to ensuring complete fairness and transparency of information vis-à-vis the Shareholders, who by law are empowered to

REGISTERED OFFICE: VIA PONTACCIO 10 – 20121 MILAN

SHARE CAPITAL EURO 161.219.46 FULLY PAIDUP

MILAN COMPANIES REGISTER AND TAX CODE NO. 05830220967


emarket

with storage

CERTIFIED

GRUPPO IPG HOLDING S.P.A.

assess the Company’s interests in relation to the acceptance by directors of positions in competing companies, it is considered that the conditions are met for submitting the proposed authorisation to the Shareholders’ Meeting, pursuant to Article 2390(1) of the Civil Code.

For these reasons, Gruppo IPG Holding S.p.A. invites the Shareholders to pass a resolution in favour of the proposed resolution set out above.


Pursuant to and for the purposes of Article 126-bis of the TUF, this report is sent to the Company, in the manner specified in the notice convening the Shareholders’ Meeting, together with the Proposal.

The Company is required to carry out all formalities, including those relating to publication, concerning and/or related to the submission of the Proposal and this explanatory report, within the time limits and in the manner provided for by the laws and regulations in force.

GRUPPO IPG HOLDING S.P.A.

REGISTERED OFFICE: VIA PONTACCIO 10 – 20121 MILAN

SHARE CAPITAL EURO 161.219.46 FULLY PAID UP

MILAN COMPANIES REGISTER AND TAX CODE NO. 05830220967