Informazione Regolamentata n. 20264-22-2025		Data/Ora Inizio Diffusione 29 Aprile 2025 17:03:42
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Societa'		YOLO GROUP
Identificativo Informazione Regolamentata	:	204851
Utenza - referente	:	YOLOGROUPN01 - -
Tipologia	:	1.1
Data/Ora Ricezione	:	29 Aprile 2025 17:03:42
Data/Ora Inizio Diffusione	:	29 Aprile 2025 17:03:42
Oggetto	:	ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF YOLO
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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF YOLO

APPROVED THE DRAFT ANNUAL FINANCIAL STATEMENTS AND PRESENTED THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2024
APPROVED THE ALLOCATION OF THE RESULT FOR THE YEAR
NEW BOARD OF DIRECTORS APPOINTED
SIMONE RANUCCI BRANDIMARTE APPOINTED CHAIRMAN
APPROVED A STOCK OPTION PLAN FOR THE PERIOD 2025-2028
APPROVED A PAID CAPITAL INCREASE TO SERVICE THE INCENTIVE PLAN CALLED "YOLO 2025-2028 STOCK OPTION PLAN"
AMENDMENT OF CERTAIN ARTICLES OF THE BYLAWS
DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL

FIRST MEETING OF THE NEWLY APPOINTED BOARD OF DIRECTORS

GIANLUCA DE COBELLI CONFIRMED AS CEO FOR THE NEXT THREE YEARS
STOCK OPTION PLAN REGULATIONS APPROVED
REQUIREMENTS, INCLUDING THOSE OF INDEPENDENCE, OF NEW DIRECTORS VERIFIED

Milan, 29 April 2025 - The Ordinary and Extraordinary Shareholders'Mee5ng of YOLO Group S.p.A. ('YOLO' or the "Company"), one of Italy's leading insurtech operators of digital insurance services, was held today. On the agenda are the items listed in the no5ce of call published on 14 April 2024.

Ordinary part

Approval of the annual financial statements and presenta5on of the consolidated financial statements as at 31 December 2024
Alloca5on of the annual result
Appointment of the Board of Directors
Approval of a stock op5on plan called 'Yolo Stock Op5on Plan 2025-2028'.

Extraordinary part

Increase of the share capital for cash, in divisible form, with the exclusion of op5on rights pursuant to Ar5cle 2441, paragraph 5, of the Italian Civil Code, for a maximum nominal amount of Euro 8.854, plus Euro 1.264.351,2 as share premium, through the issue of a maximum of 885.400 new ordinary shares, with no indica5on of nominal value and with regular enjoyment, to service the incen5ve plan called 'Yolo 2025-2028 Stock Op5on Plan
Amendment to Ar5cles 12, 14, 15, 19, 20 and 25 of the Ar5cles of Associa5on

• Delega5on of authority to the Board of Directors pursuant to Ar5cle 2443 of the Italian Civil Code to increase the share capital against payment, with and/or without the exclusion of op5on rights pursuant to Ar5cle 2441, paragraph 1 and paragraphs 4 and 5 of the Italian Civil Code, for a maximum amount of Euro 6.000.000, including any share premium, through the issue of ordinary shares and consequent amendment of Ar5cle 5 of the Ar5cles of Associa5on

Shareholders' Mee=ng - Ordinary Part

Approval of the annual financial statements and presenta=on of the consolidated financial statements as at 31 December 2024

The development of the hybrid distribu5on model (physical, digital and phygital) supported the dynamics of revenues which, including RCPolizza. it, a company acquired at the end of 2024, reached 12.6 million Euro (+33% compared to 9.5 million Euro in 2023): 7.3 million originated by insurance brokerage commissions (63% of total revenues, +46% compared to 5 million in 2023) and 4.3 million by tech services (37% of total revenues, +22% compared to 3.5 million in 2023) in addi5on to other revenues of 0.9 million in line with the previous year. Business development and efficiency measures resulted in a recovery of margins. The pro-forma EBITDA was nega5ve by 1 million Euro, improving in absolute terms.

Alloca=on of Profit for the Year

The Shareholders' Mee5ng unanimously approved the Board of Directors' proposal to carry forward the loss of 3.3 million Euro.

Appointment of the New Board of Directors

The Shareholders' Mee5ng appointed the new Board of Directors, at the proposal of shareholders Gianluca De Cobelli and Simone Ranucci Brandimarte, which will remain in charge for three financial years and, therefore, un5l the Shareholders' Mee5ng called to approve the financial statements as at 31 December 2027.

The Shareholders' Mee5ng appointed Simone Ranucci Brandimarte to the posi5on of Chairman of the Board of Directors and also set the number of Board members at 6. The Board is therefore composed of Simone Ranucci Brandimarte, Gianluca De Cobelli, Antonio Concolino, Andrea Faraggiana, Roberto Lancello` and Massimo Tessitore.

The remunera5on for the members of the Board of Directors was also determined.

The curricula of the directors, with the relevant professional characteris5cs and further accompanying documenta5on, are available on the website www.yolo-insurance.com in the Governance/Board of Directors sec5on, as well as on the website of Borsa Italiana www.borsaitaliana.it, in the Shares/Documents sec5on.

Approval of a stock op=on plan called 'Yolo Stock Op=on Plan 2025- 2028'.

The Shareholders' Mee5ng also approved the establishment of a stock op5on plan called "Yolo Stock Op5on Plan 2025-2028" for the characteris5cs of which please refer to the Explanatory Report available on the Company's website or on the website of Borsa Italiana.

Shareholders' Mee=ng - Extraordinary part

Share capital increase against payment to service the stock op=on plan

The Shareholders' Mee5ng resolved to increase the share capital for cash, on a divisible basis, with the exclusion of op5on rights pursuant to Ar5cle 2441, paragraph 5, of the Italian Civil Code, for a maximum nominal amount of Euro 8.854, plus Euro 1.264.351,2 by way of share premium, through the issue of a maximum of 885.400 new ordinary shares, with no indica5on of nominal value and regular dividend en5tlement, to service the incen5ve plan called "Yolo 2025-2028 Stock Op5on Plan".

Amendments to the Bylaws

The Shareholders' Mee5ng also approved the amendments to Ar5cles 12, 14, 15, 19, 20 and 25 of the Bylaws, for details of which please refer to the Explanatory Report.

Delega=on of authority to the Board of Directors to increase the share capital against payment

The Shareholders' Mee5ng resolved to authorise the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, to increase the share capital for cash, in one or more instalments, also in divisible form, within five years from the date of the resolu5on, with and/or without the exclusion of op5on rights pursuant to Art. 2441, paragraph 1 and paragraphs 4 and 5 of the Italian Civil Code, for a maximum amount of Euro 6.000.000, including any share premium, through the issue of ordinary shares.

First Mee=ng of the New Board of Directors

Following the Shareholders' Mee5ng, the new Board of Directors met for the first 5me, in full session, to assign powers and remunera5on to the directors and to approve the Stock Op5on Plan regula5ons.

The Board of Directors confirmed Gianluca De Cobelli as Chief Execu5ve Officer for the next three years, gran5ng him opera5ng powers.

Furthermore, the Board of Directors, in execu5on of the Stock Op5on Plan, iden5fied the beneficiaries among directors, execu5ves and employees of the Company and its subsidiaries.

Finally, on the basis of the declara5ons made by the interested par5es and the informa5on available to the Company, the Board of Directors determined the existence of the directors' honorableness and, if applicable, independence requirements provided for by Ar5cle 148, paragraph 3, of the TUF, as recalled by the Bylaws. In par5cular, the requirements of independence were determined for board members Andrea Faraggiana and Roberto Lancello`.

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Filing of Documents

The minutes of today's Shareholders' Meeting will be made available to the public, within the terms set forth by applicable laws and regulations, at the Company's registered office and in the section

of the Company's website (www.yoloinsurance.com) dedicated to this Shareholders' Meeting, as well as on Borsa Italiana's website www.borsaitaliana.it, 'Shares/Documents' section.

The financial statements approved by the Shareholders' Meeting containing the financial statements for the year ended 31 December 2024, accompanied by the Report of the Board of Directors, of the Board of Statutory Auditors and the Independent Auditors' Report, are available to Shareholders on the Company's website, in the Investor Relations section, and on the website of Borsa Italiana, in the 'Shares/Documents' section.

*** The press release is available in the Investor/Press Releases section of www.yoloinsurance.com.

For the transmission and storage of Regulated Information, YOLO Group S.p.A. uses the eMarket and the eMarket STORAGE storage mechanism available at managed by Teleborsa S.r.l. - with registered office in Piazza di Priscilla, 4 - Rome.

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YOLO GROUP

YOLO Group is an insurtech company, among the main ones in Italy and with a presence abroad, with two lines of offer: services to enable the digital distribution of insurance products of insurance companies, banks and retailers (e.g., utilities and largescale distribution); distribution, through partnership agreements, of insurance products made in collaboration with companies. Since its establishment at the end of 2017, YOLO has developed numerous partnerships, in Italy and abroad, to enable digital insurance offerings.

In direct distribution, YOLO has adopted, in addition to a digital model, a hybrid model combining digital and physical channels (so-called phygital). In 2022, it launched the Yolo Insurance Network (YIN), a platform that allows smaller insurance agencies and brokers to integrate digital into the physical management and distribution model. Around 600 brokers have joined YIN. YOLO has been listed in the ordinary segment of Euronext Growth Milan since 2022. The main shareholders, in addition to the two co-founders (Gianluca De Cobelli and Simone Ranucci Brandimarte), include Generali Italia, Intesa Sanpaolo Vita, Neva SGR, Primo Capital SGR S.p.A., Wefox MGA, IBL Banca, Net Insurance, Smart4Tech, Banco di Desio e della Brianza. Website: www.yolo-insurance.com

CONTACTS

Investor Relations Francesco Grieco

[email protected]

Media Relations Twister communications group Lucia Saluzzi + 39 347 5536979 Emilio Miosi + 39 338 6546410