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Piaggio & C

Proxy Solicitation & Information Statement Mar 8, 2024

4466_def-14a_2024-03-08_750a3d3f-9380-458e-a5f9-af9e823c1642.pdf

Proxy Solicitation & Information Statement

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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

and to Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency of COVID-19" ("Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Art. 3, paragraph 12 duodecies, of Law Decree no. 215 of 30 December 2023, as amended by Law no. 18 of 23 February 2024, containing urgent provisions regarding regulatory deadlines.

In accordance with Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 (the "Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Art. 3, paragraph 12 duodecies of Law Decree no. 215 of 30 December 2023, as amended by law no. 18 of 23 February 2024, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned "Cura Italia" Decree, the Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135 undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

With reference to the Extraordinary and Ordinary Shareholders' Meeting of PIAGGIO & C. S.p.A. to be held on 17 April 2024, at 11:00 a.m., first call, and, if necessary, on second call on 18 April 2024 same time, as set forth in the notice of the shareholders' meeting published on the Company's website at www.piaggiogroup.com in the section "Governance/Shareholders' Meeting " on 8 march 2024 , and in extract form in the daily newspaper Corriere della Sera and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form

I, the undersigned (party signing the proxy) (Name and Surname)
(*)
Born in (*) On (*) Tax identification code or other identification if foreign (*)
Resident in (*) Address (*)
Phone No.
(**)
Email (**)
Valid ID document (type) (*)
(to be enclosed as a copy)
Issued by (*) No.
(*)

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote


pledge 
legal representative or subject with subject with power of sub-delegation
bearer 
usufructuary 
custodian 
OR IF DIFFERENT FROM THE
SHARE
HOLDER
manager 
other
(specify)
(copy of the documentation of the powers of representation to be enclosed)
………………………………………………………………………………………………
Name Surname / Denomination (*)
(complete only if
the shareholder is
different from the
Born in (*) On (*) Tax identification code or other identification if foreign (*)
proxy signatory) Registered office / Resident in (*)
Related to
Registrated in the securities account (1)
n. ___ at the custodian _ ABI _ CAB __
No. (*) _____ ordinary shares ISIN shares
IT0003073266
referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998)
(2) No. _____
Supplied by the intermediary:
_______

DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

  • the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;

  • to have requested from the custodian the communication for participation in the Meeting as indicated above;

  • that there are no reasons for incompatibility or suspension of the exercise of voting rights;

  • (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) * (

Signature) *

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)(3) __________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Extraordinary and Ordinary Shareholders' Meeting of PIAGGIO & C. to be held on 17 April 2024, at 11:00 a.m., on first call, and, if necessary, on second call on 18 April 2024 same time,

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

Extraordinary Part

1 Adoption of a new text of the Articles of Association; related and consequent resolutions.
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain

Ordinary Part

1 Financial Statements of Piaggio & C. S.p.A. as of 31 December 2023 and allocation of profit for the year;

1.1 approval of the Financial Statements of Piaggio & C. S.p.A. as of 31 December 2023, review of the Report on Operations for 2023 and Reports of the Board of Statutory Auditors and Independent Auditors; presentation of Consolidated Financial Statements as of 31 December 2023 of the Piaggio Group; related and consequent resolutions.

SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain
1.2 proposal to allocate profit for the year; related and consequent resolutions.
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain

2 Report on remuneration policy and compensation paid:

2.1 approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-ter of Legislative Decree 58/1998;
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain
2.2 resolutions on the "second section" of the report, pursuant to Article 123-ter, paragraph 6 of Legislative Decree 58/1998.
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain

Modify the instructions: In favour __________________

Against Abstain

PIAGGIO & C. S.p.A.

Directors:

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

3.1 Authorisation to purchase and use treasury shares, pursuant to articles 2357 and 2357-ter of the Italian Civil Code, as well as article 132 of Italian Legislative Decree
58/1998 and relative provisions for enactment, subject to withdrawal of the authorisation granted by the Ordinary General Meeting of Shareholders of 18 April 2023, for the
portion not executed. Related and consequent resolutions.
SECTION A
Vote for the proposal of the Board of
Directors
Tick only one box: In Favour Against Abstain

4 Subject to the approval of the new text of the Articles of Association under item 1 on the agenda of the Extraordinary Shareholders' Meeting, appointment of the Board of

4.1 determination of the number of members of the Board of Directors;
SECTION
A
Tick only one box:
Proposer: _____
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain
4.2 determination of the term of office;
SECTION
A
Tick only one box:
Proposer: _____
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain
4.3 appointment of the members of the Board of Directors;
Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines.
SECTION
A
Indicate the number of the chosen list or against / abstained with
reference to all the lists
List no._ Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

4.4 determination of fees.
SECTION
A
Tick only one box:
Proposer: _____
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain

(Place and Date) * (

Signature)

*

DIRECTORS' LIABILITY ACTION
In case of vote on a directors' liability action pursuant to art. 2393,
paragraph 2, of the civil code, proposed by the shareholders on the
occasion of the approval of the financial statements, the undersigned
In Favour Against Abstain
appoints the Designated
Representative to vote as follows:

(Place and Date) * (

Signature)

*

MONTE TITOLI S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

  • (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
  • (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  • (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

___________________________________________________________________________________________________________________________________________________________________

The proxy with the relating voting instructions shall be received together with:

  • a copy of an identification document with current validity of the proxy grantor or
  • in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

(in the event of a sub-proxy, the following must be sent to the Designated Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

  • i) transmission of an electronically reproduced copy (PDF) to the certified email address [email protected] (subject line "Proxy for Piaggio 2024 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
  • ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for Piaggio 2024 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail [email protected] (subject line: "Proxy for Piaggio 2024 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address [email protected] or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

PIAGGIO & C. S.p.A. ("Company") - Data Controller - pursuant to Articles 13 and 14 of EU Reg. 679/2016 ("GDPR") processes the data contained in this proxy form for the purpose of managing the proceedings of the Shareholders' meeting.

The legal basis of the processing is the relationship of shareholder in the company (or proxy-holder) and therefore the fulfilment of legal and contractual obligations. Provision of this data is a necessary requirement for participation in the Shareholders' Meeting.

Piaggio processes data in full compliance with current legislation on the protection of personal data. The data may be disclosed to our specifically authorised staff or representatives in their capacity as Data Processors or Persons in Charge of Processing for the pursuit of the aforementioned purposes; such data may be disclosed or communicated to specific parties in fulfilment of a legal obligation, regulation or EU legislation, or on the basis of provisions issued by legally empowered authorities or by supervisory bodies; without the data indicated as mandatory (*), the proxy-holder shall not be able to participate in the Shareholders' Meeting.

The data shall only be processed for the period necessary for the indicated purposes and, in any case, in accordance with the limits set by law and shall be kept for a maximum of ten years from the date of the Shareholders' Meeting.

Data subjects have the right to know, at any time, what data we hold on them, its origin and how it is used; data subjects are also entitled to have their data updated, rectified, supplemented or deleted, as well as to object to thr processing by addressing any requests to the e-mail address: [email protected].

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