"Guidance of the Board of Directors

concerning the qualitative and quantitative composition of the Board of Directors for the three-year period 2023-2025"

Sant'Ilario d'Enza, 1 March 2023

INTRODUCTION

In compliance with the prescriptions of the Corporate Governance Code (the "Code"), the Board of Directors (the "Board of Directors" or the "Board") of Interpump Group S.p.A. ("Interpump"), whose mandate expires with approval of the 2022 annual financial statements by the Shareholders' Meeting scheduled for 28 April 2023, following a favorable ruling of the Appointments Committee and taking account of the results of the self-assessment performed by the Board, has prepared its guidance on the future size and composition of the Board of Directors and on the criteria for formation of the slates of candidate directors to be submitted to the shareholders in view of the Shareholders' Meeting convened to approve, inter alia, the renewal of the Board of Directors for 2023-2025.

The Code prescribes that: "In companies other than those with concentrated ownership: the board of directors sets forth guidelines on board composition deemed optimal before its renewal, considering the outcome of the board evaluation; requires anyone submitting a slate with a number of candidates that is higher than half the number of members to be elected to provide adequate information on compliance of the slate with the board guidelines mentioned above and with the board diversity criteria set forth in principle VII and recommendation 8" (Recommendation 23).

The Code also prescribes that "The board of directors ensures, within its competence, that the process of appointment and succession of directors is transparent and functional to achieve the optimal composition of the board according to the principles set forth in Article 2." (Principle XIII)

Further to all the above, the Board of Directors, in view of the renewal of the Administrative Body for the three-year period 2023-2025, having considered:

  • the current governance of Interpump Group S.p.A. and its development in the context of achieving the Company's strategic objectives;
  • the guidance on the size of the new Board of Directors, and its professional roles whose presence is deemed optimal in the composition of the next Administrative Body, taking account of the results of the self-assessment process for 2022 and for prior years marking the end of the three-year mandates;

intends to submit the following guidance to the Shareholders.

ELEMENTS OF THE CURRENT GOVERNANCE OF INTERPUMP

In relation to the renewal of the Interpump Board of Directors for the three-year period 2023-2025, the Board, in expressing its rulings, has considered:

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  • the recommendations contained in the Code and best practice in relation to transparency of the process, the balance of board membership, requirements regarding professionalism, competence, independence and reputation, gender representation, tenure and the accumulation of offices;
  • the results of the self-assessment process referred to 2022 and for prior years marking the end of the three-year mandates, conducted with the support of the Appointments Committee, with reference to the specific section of the questionnaire regarding guidance on the quantitative and qualitative composition of the Board in relation to new appointments;
  • the activities of the next Board of Directors, whose mandate will be of great importance for development of the Company's sustainability strategy and roadmap;
  • the experience gained in the three-year period that has just ended, which takes account of the methods of operation of the Board and of the Board committees and the related commitment and activities required;
  • the favorable ruling expressed by the Appointments Committee in the meeting of 13 February 2023 which, in compliance with its regulations, performed support and preparatory activities in drafting the self-assessment questionnaire containing a specific "looking forward" section, and in preparing the guidance ruling;
  • the opportunity of expressing a form of governance capable of assisting constant development of the company in terms of size and expansion of the horizon of operations, also in order to pursue a sustainable path of development aimed at building value for the community;
  • with regard to the professional skills and experience of its new members, the presence of persons with managerial experience accumulated within the Group;
  • continuity with the previous mandate and, consistently with the organization's public company status, to confirm the significant presence of Independent, non-Executive Directors.

EVALUATION OF THE OPTIMAL QUALITATIVE COMPOSITION OF THE BOARD OF DIRECTORS

Interpump Bylaws Article 14 states that the Company is administrated by a Board of Directors comprising a minimum of three up to a maximum of thirteen members.

Within this interval the correct size of the administrative body is established also in accordance with the number and composition of the Committees set up by the Board of Directors in compliance with

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the provisions of the Code, the regulatory standards in force and the Regulations of the Board of Directors approved by the Company. Note that, as at the date of this document, there are four board committees in existence, mainly composed of independent directors: Control, Risks and Sustainability Committee, Remuneration Committee, Appointments Committee, and Related Parties Committee (composed exclusively of independent directors in compliance with Consob Regulation no. 17221/2010, as amended), all of which composed of 3 members.

International best practice does not indicate an ideal number of members on the Boards of Directors of listed issuers, in fact stating that it should be simply appropriate in relation to the size of the issuer and the characteristics of the activities it is required to perform.

In view of the renewal, bearing in mind the company's constant development, the size of the Boards adopted by the main comparable companies listed in the same stock exchange index, the commitment in temporal and technical terms required for operation of the Board and of its committees and their minimum composition, the Board of Directors deems it appropriate to confirm the indication of a total of ten Board members.

EVALUATION OF THE OPTIMAL QUALITATIVE COMPOSITION OF THE BOARD OF DIRECTORS

The Code requires that the Board be composed of various components (executive members, non- executive members, independent members) all with adequate professionalism and competence, considering also the benefits that may derive from the application of diversity criteria, including gender diversity (Principle VII). Moreover, the Code states that "In other large companies (other than those with concentrated ownership) independent directors account for at least half of the board" (Recommendation 5).

It is further prescribed that the number, competence and time availability of the non-executive directors be such as to ensure that their opinions carry significant weight when adopting board resolutions.

With regard to the general and personal characteristics of board members, the Board of Directors of Interpump is confident that the Shareholders will take account of the following requirements when making slates for appointment of the Board of Directors:

  • ensure a balanced combination of profiles, aptitudes and experience accumulated primarily in the industrial sectors in which Interpump operates, having particular regard to persons with

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Interpump Group S.p.A. published this content on 01 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2023 00:45:05 UTC.