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Revo Insurance Proxy Solicitation & Information Statement 2026

Mar 17, 2026

4376_rns_2026-03-17_f1850217-4127-498f-9b6c-5ee7361bbc13.pdf

Proxy Solicitation & Information Statement

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REVO

INFO FORUM INSTITUTS INSTITUTS

NOTICE OF CALL OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' GENERAL MEETING

The Shareholders of REVO Insurance S.p.A. (hereinafter the "Company"), holders of ordinary shares, are hereby called to the Ordinary and Extraordinary Shareholders' Meeting to be held on 27th April 2026, at 10:30 a.m., in a single call, at the registered office of the Company in Verona (VR), Viale dell'Agricoltura n. 7, to discuss and resolve upon the following

AGENDA

Ordinary part

  1. 2025 Financial Statement:

a. Approval of the Financial Statements as of 31st December 2025; presentation of the Board of Directors' Report, the Board of Statutory Auditors' Report, and the External Auditors' Report. Presentation of the Consolidated Financial Statements as of 31st December 2025.

b. Allocation of the 2025 operating result and dividend distribution. Related and consequent resolutions.

  1. Report on remuneration policy and payments:

a. Approval of the first section of the Report on remuneration policy and payments, pursuant to Article 123 ter, paragraph 3 of Legislative Decree 58/1998 and Articles 41, 59 and 93 of IVASS Regulation no. 38/2018.

b. Non-binding resolution on the second section of the Report on remuneration policy and payments, pursuant to Article 123 ter, paragraph 6 of Legislative Decree 58/1998.

  1. Approval of the Long Term Incentive Plan 2026-2028 pursuant to Article 114 - bis of Legislative Decree 58/1998. Related and consequent resolutions.

REVO Insurance S.p.A.

Sede legale: Viale dell'Agricoltura 7, 37135 Verona

Sede operativa: via Mecenate 90, 20138 Milano

telefono: +39 02 9288 5700 | fax: +39 02 9288 5749

PEC: [email protected]

www.revoinsurance.com

Capitale Sociale Euro 6.680.000,00 (i.v.)

Cod. Fisc./P.IVA e numero di iscrizione al Registro delle Imprese di Verona 05850710962

Impresa autorizzata all'esercizio delle assicurazioni con provvedimento ISVAP n. 2610 del 3 giugno 2008

Iscritta all'Albo delle Imprese di Assicurazione e Riassicurazione presso IVASS, sez. I, al n. 1.00167

Capogruppo del gruppo REVO Insurance iscritto all'Albo Gruppi presso IVASS al n. 059


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  1. Authorization to buy back and dispose of treasury shares in accordance with the law subject to revocation of the authorization resolution passed by the Ordinary Shareholders' Meeting on April 28, 2025 to the extent not used. Related and consequent resolutions.

Extraordinary part

  1. Proposal to amend Article 5.2 of the Company's ByLaws: revocation of the pre-existing authorization granted on September 5, 2022 to the Board of Directors to increase the share capital (pursuant to Article 2443 of the Italian Civil Code) and simultaneous granting of a new authorization with the same characteristics. Related and consequent resolutions.

ATTENDANCE AT THE GENERAL SHAREHOLDERS' MEETING

Entitled to attend the Shareholders' Meeting are those who are entitled to vote.

Pursuant to the provisions of Article 10.1 of the ByLaws and in any case pursuant to Article 106 of Decree Law No. 18/2020, converted by Law No. 27/2020 as amended and supplemented, as last extended by Law No. 26 of 27/02/2026, Shareholders may attend the Shareholders' Meeting exclusively through the granting of a special proxy to the Designated Representative pursuant to Article 135-undecies of the Legislative Decree No. 58 of February 24, 1998 ("Italian Consolidated Financial Act") (the "Exclusive Designated Representative"), according to the procedures set forth below.

Proxies or sub-delegations may also be granted to the aforementioned Exclusive Designated Representative, as specified below, pursuant to Article 135-novies of the Italian Consolidated Financial Act. Without prejudice to the provisions above with regard to the attendance of the Shareholders, which may take place exclusively through the Exclusive Designated Representative, in accordance with the provisions of the ByLaws and Article 106 Decree Law 18/2020, the other legitimate subjects may also intervene by means of telecommunication that ensure their identification.


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It is hereby communicated, that the Company has identified as Exclusive Designated Representative Computershare S.p.A., with registered office in Milan, Via Mascheroni 19 and offices in Turin, Via Nizza 262/73.

Entitlement to attend the Shareholders' Meeting and exercise voting rights is attested through a communication issued by an authorized intermediary in accordance with the applicable regulations, certifying the ownership of the Shares based on the evidence of its accounting records relating to the end of the accounting day of the seventh open market day preceding the date of the Shareholders' Meeting on single call (so-called record date), i.e., 16th April 2026, in accordance with the provisions of Article 83-sexies of the Italian Consolidated Financial Act.

Entries in credit or debit made to the accounts subsequent to the aforementioned record date are not relevant for the purposes of eligibility to exercise voting rights at the Shareholders' Meeting; therefore, those who are found to hold ordinary shares only after that date will not have the right to attend and vote at the Shareholders' Meeting. Notifications from intermediaries to the Company are made in accordance with applicable regulations.

The communication from the intermediary must be received by the Company by the end of the third open market day preceding the date set for the Shareholders' Meeting on single call (i.e., 22nd April 2026). Entitlement to attend the meeting and exercise voting rights remains unaffected if the notices are received by the Company after this deadline provided that they are received by the start of the Shareholders' Meeting activities.

Please note that the notification to the Company is made by the intermediary upon the request of the subject entitled to vote.

PARTICIPATION AND VOTING AT THE SHAREHOLDERS' MEETING THROUGH THE EXCLUSIVE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135 - UNDECIES and 135 UNDECIES.1 OF


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THE ITALIAN CONSOLIDATED FINANCIAL ACT AS WELL AS PURSUANT TO ARTICLE 106 OF LAW

DECREE 18/2020.

Attendance at the Meeting is provided exclusively by granting proxy or sub-delegation to the Exclusive Designated Representative as indicated above.

Therefore, those entitled to attend the Shareholders' Meeting may be represented, without any charge (except for any costs of mailing the proxy), by the Exclusive Designated Representative, by giving him or her an appropriate proxy or sub-delegation containing voting instructions on all or some of the items on the agenda.

The proxy or sub-delegation to the Exclusive Designated Representative, which according to the Article of Association and the aforementioned Article 106 of Legislative Decree 18/2020 is made pursuant to Article 135-undecies and, if applicable, Article 135-novies of the Italian Consolidated Financial Act must be received by the latter by the end of the 2nd open market day preceding the effective date of the Shareholders' Meeting (i.e., by 23rd April 2026), in accordance with the procedures indicated and using the specific form made available on the Company's website www.revoinsurance.com, in the section Corporate Governance/ Corporate Bodies and Management / Shareholders' Meeting, within the subsection entitled " Ways of participating", also showing the methods that can be used to confer and transmit the proxy as well as to revoke, within the same deadline, the proxy and any related voting instructions already conferred. In this regard, in order to facilitate the submission of the proxy and voting instructions, from the section of the Company's website dedicated to this Meeting, it will also be possible to fill out and submit the aforementioned form online and in guided mode, still within the above deadline.

Please note that the proxy will be effective only for those proposals in relation to which voting instructions are given.

Pursuant to Article 135 undecies of the Italian Consolidated Financial Act, shares for which proxy instructions have been given, even partially, are counted for the purpose of duly constituting the


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Shareholders' Meeting. In relation to proposals for which voting instructions have not been given, the shares are not counted for the purpose of calculating the majority and the share of capital required for the approval of resolutions.

Please note that the notification made to the Company by the intermediary, certifying the entitlement to participate in the meeting and exercise voting rights, is also necessary in the case of a proxy granted to the Exclusive Designated Representative: in the absence of the aforementioned notification, the proxy shall be considered to have no effect.

The Exclusive Designated Representative will be available for clarification or information at +39 011 0923200 from 10:00 a.m. to 1:00 p.m. and 2:00 p.m. to 5:00 p.m., Monday through Friday, or at the e-mail address [email protected].

RIGHT TO ASK QUESTIONS ON THE ITEMS ON THE AGENDA

Those entitled to vote may ask questions on the items on the agenda even before the Shareholders' Meeting, but in any case, by the record date, i.e., by 16th April 2026 by sending notification to the Corporate and Governance Department by e-mail to [email protected] or by certified mail to [email protected].

The application must be accompanied by the applicant's personal information. Entitlement to exercise the right to ask questions is attested by a notice issued by the depository intermediary, which may also be received after the submission of applications as long as it is received by the third day following the seventh open market day prior to the Meeting.

The Company verifies the legitimacy of the applicant, and the relevance of the questions received to which it gives a response will be answered, at the latest, three days before the Shareholders' Meeting itself (i.e., 22nd April 2026), by publication on the Company's website www.revoinsurance.com, in the section


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Corporate Governance/Corporate Bodies and Management/Shareholders' Meeting. The Company may provide a unified response to questions with the same content.

INTEGRATION OF THE ITEMS ON THE AGENDA

Within ten days of the publication of this notice, i.e., by 27th March 2026, Shareholders who, even jointly, represent at least 1/40th (one fortieth) of the share capital, may - by written application delivered in original or sent by mail signed in original, to the Company's registered office to the attention of the Corporate and Regulatory Affairs Department or, electronically by certified electronic mail sent to the address [email protected] - request the Company to supplement the list of items to be discussed at the Shareholders' Meeting resulting from the notice of call, indicating in the application the additional items they propose and preparing a report on the items they propose to discuss, as well as submit additional proposed resolutions on items already on the agenda, all together with the notification certifying the ownership of the aforementioned shareholding, issued by the intermediaries who hold the accounts on which the shares are registered.

Calling and supplementing the items on the agenda at the request of shareholders is not permitted for matters on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Board of Directors or on the basis of a project or report prepared by the Board of Directors, other than those specified in Article 125-ter, first paragraph, of the Italian Consolidated Financial Act.

Any additions to the agenda will be announced at least fifteen days before the date set for the Meeting in the same form as the publication of this notice.


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Similarly, reports prepared by Shareholders requesting additions to the items on the agenda, accompanied by any evaluations of the Board of Directors, will be made available to the public in the same form and procedures as the documents for the Shareholders' Meeting.

FACULTY TO INDIVIDUALLY SUBMIT PROPOSALS FOR RESOLUTIONS BEFORE THE SHAREHOLDERS' MEETING PURSUANT TO ARTICLE 135 - UNDECIES.1 OF THE TUF

In addition to the foregoing, taking into account that attendance at the Shareholders' Meeting is provided exclusively through the Exclusive Designated Representative, persons entitled to attend the Shareholders' Meeting who wish to formulate proposals for resolutions on the items on the agenda or proposals whose submission is otherwise permitted by law, are invited to submit them in advance, by 12th April 2026, according to the same procedures as indicated in the preceding paragraph. Such proposals, where relevant, will be available at the Company's Registered Office and on the Company's website by 14th April 2026, in order to enable those entitled to vote to make informed decisions also taking into account such new proposals and to enable the Exclusive Designated Representative to collect voting instructions, if any, on the same. The applicant must provide appropriate documentation proving entitlement to attend the Shareholders' Meeting.

INFORMATION ON SHARE CAPITAL

The Company's share capital amounts to Euro 6,680,000.00, divided into 29,305,985 shares, all with no indication of par value.

Each ordinary share entitles the holder to one vote at the Company's ordinary and extraordinary shareholders' meetings, while special shares have no voting rights.


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As of the date of this Notice of call, the Company holds, no. 569,155 treasury shares representing 1.94% of the Company's share capital.

The Articles of Association are available on the website www.revoinsurance.com, in the section Corporate Governance/Corporate Governance Structure.

DOCUMENTS

In accordance with current regulations, the documents relating to the Shareholders' Meeting will be made available to the public, under the terms and conditions provided by law, at the Registered Office, on the information storage mechanism authorized by CONSOB called "," and on the Company's website www.revoinsurance.com, in the section Corporate Governance/Corporate Bodies and Management/Shareholders' Meeting.

In particular, will be made available the full text of the proposed resolutions and the reports of the Board of Directors on the items on the agenda, the related annexes, the annual financial report and the other documents referred to in Article 154-ter of Legislative Decree no. 58/1998 and thus the draft financial statements for the year and the consolidated financial statements as of 31st December 2025, accompanied by the Reports of the Board of Directors, the Board of Statutory Auditors and the External Auditors, as well as the declarations signed by the Manager in charge of drafting corporate accounting documents, the annual Report on corporate governance and ownership structures, the Report on remuneration policy and payments and Long Term Incentive Plan 2026-2028 statement.

In addition, at least fifteen days before the Shareholders' Meeting, and only at the Company's registered office, the financial statements of the subsidiary REVO Underwriting S.r.l. will be filed.

In case you intend to retrieve copies of the aforementioned documents by going to the Company's office, in order to better organize and manage access to the Company's premises, please be sure to give at least 24 hours notice of your intention to access them by email to: [email protected].

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For further information regarding this Shareholders' Meeting, please refer to the section of the Company's website www.revoinsurance.com under Corporate Governance / Corporate Bodies and Management / Shareholders' Meeting dedicated to this Shareholders' Meeting.

USEFUL REFERENCES.

For further information or clarifications regarding shareholder participation in the Shareholders' Meeting, the Head of Corporate and Governance is available at the e-mail address [email protected] and telephone number +39 3476348300. For financial experts and analysts, the Investor Relations Manager is available: telephone +39 045 8531662 and e-mail address [email protected]; for journalists the Communicatons & ESG Director is available: telephone +39 3351557142 and e-mail address [email protected].


This Notice of call is published on the Company's website www.revoinsurance.com in the Corporate Governance / Corporate Bodies and Management / Shareholders' Meeting section, on the dissemination and storage information mechanism authorized by CONSOB called "" and, in excerpt, in the daily newspaper "Italia Oggi" of 17th March 2026.

Verona, 16th March 2026

For the Board of Directors

The Chairman

Andrea Beltratti