Proxy Solicitation & Information Statement • Mar 11, 2022
Proxy Solicitation & Information Statement
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FORM ASSIGNING THE PROXY TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")
and to article 106, paragraph 4, of Law Decree no. 18 of 17 March 2020, containing "Measures to strengthen the national Health Service and for the economic support of families, workers and companies connected to the COVID-19 epidemiological emergency", ("Cura Italia Decree"), converted with amendments into Law no. 27 of 24 April 2020, as extended due to article 3, Law Decree 228/2021 converted by Law no.15 of 25 February 2022.
Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., with registered office in Milan, Via Filodrammatici no. 10, Tax Code no. 00717010151, belonging to the Mediobanca Banking Group registered in the List of banking groups, company authorised through Ministerial Decree of 24.11.1941 to perform trust activities pursuant to Law no 1966 of 23.11.1939 as amended (hereinafter "Spafid"), as "Designated Representative", pursuant to article 135-undecies of the TUF and article 106, paragraph 4, of the Cura Italia (Care for Italy) Decree, considering the extension pursuant to article 3, paragraph 1 of Law Decree no. 228 of 30 December 2021 (converted by Law no. 15 of 25 February 2022), of PIAGGIO & C. S.p.A. (hereinafter, the "Company" or "PIAGGIO"), in the person of its employee or collaborator specifically appointed for the task, collects the voting proxies related to the Ordinary Shareholders' Meeting of PIAGGIO & C. S.p.A. called for 11 April 2022, at 11:00, in first call, in Mantova (MN), Piazza Vilfredo Pareto no. 3, in the registered office of Immsi S.p.A., and, if needed, in second call on 12 April 2022, same time and place, with the terms and procedures indicated in the notice of call published on the company website at the address www.piaggiogroup.com/it/governance/assemblea, on 11 March 2022 and in extract form in the daily newspaper "Corriere della Sera".
The proxy form with the relative voting instructions must be received by Spafid by the end of the second trading day prior to the date set for the Shareholders' Meeting that is by 23:59 on 7 April 2022 (or 8 April 2022 if in second call). The proxy and the voting instructions can be revoked by that same term.
Declarations of the Designated Representative: Spafid declares that it has no interest for what concerns the draft proposals to be voted. However, considering the (i) contractual relations in force between Spafid and the Company related, in particular, to technical assistance for shareholders' meetings and accessory services, and (ii) the presence of trust assignments through which Spafid could hold for its customers, for a trust purpose, shareholdings in the Company, related to which it will exercise the right to vote in the Meeting based on the specific instructions issued by its grantors, in order to avoid any subsequent disputes connected to the supposed presence of circumstances that could cause a conflict of interest pursuant to article 135-decies, paragraph 2, letter f), of the TUF, SPAFID specifically declares that, if any circumstances should occur that were not known when the proxy was issued, that cannot be communicated to the delegating party, or with an amendment or integration of proposals submitted to the Shareholders' Meeting, it does not intend to vote in a way that does not comply with what is indicated in the instructions.
N.B. This form could be changed following any integration to the agenda or presentation of draft proposals pursuant to Article 126-bis TUF, or individual draft proposals, in terms and procedures indicated in the Notice of call.
Please complete with the information required based on the warnings provided at the bottom of the form)(§)
| The undersigned party signing the proxy | (Name and Surname) (*) | |||
|---|---|---|---|---|
| Born in (*) | On (*) | Tax Code (*) |
||
| Resident in (*) | Street (*) | |||
| Telephone no. (**) | Email (**) | |||
| Valid identity document - type (*) (copy attached) |
Issued by (*) | Number (*) |
(§) The Company will process personal data in compliance with the information notice attached.
(*) Obligatory; (**) Please fill this in.
Società per Amministrazioni Fiduciarie SPAFID S.p.A.

FORM ASSIGNING THE PROXY TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")
| shareholder with voting rights | OR IF NOT THE HOLDER OF THE SHARES | |||||
|---|---|---|---|---|---|---|
| | legal representative or attorney with powers to sub-delegate (attach copy of documents proving representation powers) | |||||
| secured creditor |
contango broker - usufructuary custodian |
manager | other (specify) ……………………………………………………………………………………………… | |||
| (to be completed only if the holder of |
Name Surname/Company Name (*) | |||||
| voting rights is not | Born in (*) | On (*) | Tax Code (*) | |||
| the party signing the proxy) |
Registered Office/Resident in (*) | |||||
| related to | ||||||
| no. (*) _______ Piaggio shares – ISN IT0003073266 |
Registered in securities account (1) no. ___with the intermediary __ ABI_ CAB_____ |
|||||
| ______ | pursuant to communication (pursuant to Article 83-sexies Legislative Decree 58/1998) (2) no. ________ | performed by the intermediary: | ||||
| (to | be filled in with information on any further communications related to deposits) | |||||
| DECLARES | DELEGATES SPAFID S.p.A. to take part and vote in the aforementioned shareholders' | meeting as per instructions provided to the latter below. |
AUTHORISES Spafid and the Company to process their personal data for the purposes, under the conditions and terms indicated in the information notice attached.
(Place and Date) (
Party signing the proxy)

Section containing information intended solely for the Designated Representative – Cross the boxes chosen
The undersigned (4) party signing the proxy (Name and Surname) __________________________________________________________________________________________________________
(indicate the holder of the voting right if not the same name and surname/company name) __________________________________________________________________________________________________________
delegates Spafid to vote in accordance with the following voting instructions at the Ordinary Shareholders' Meeting of PIAGGIO & C. S.p.A. convened in Mantova (MN), Piazza Vilfredo Pareto no. 3, in the registered office of Immsi S.p.A. on 11 April 2022, at 11:00, in first call and, when needed, in second call on 12 April 2022, at the same time and place.
1. Financial statements of Piaggio & C. S.p.A. as of 31 December 2021 and allocation of retained earnings;
1.1. Approval of the Financial Statements of Piaggio & C. S.p.A. as of 31 December 2021, review of the Report on Operations for 2021 and Reports of the Board of Statutory Auditors and Independent Auditors; presentation of the Consolidated Financial Statements as of 31 December 2021 of the Piaggio Group; related and consequent resolutions.
| Vote on the Board of Directors' proposal | Only cross out one box |
In favour |
Against |
Abstained |
||
|---|---|---|---|---|---|---|
| In circumstances that are not known when the proxy was issued or with amendments or integrations to the draft proposals submitted to the Shareholders' Meeting (5), the undersigned party | ||||||
| Only cross out one box | Changes the instructions (express the preference) | |||||
| confirms the instructions | revokes the instructions |
In favour: _________ | Against |
Abstained |

FORM ASSIGNING THE PROXY TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")
| Vote on the Board of Directors' proposal | Only cross out one box |
In favour |
Against |
Abstained |
||
|---|---|---|---|---|---|---|
| In circumstances that are not known when the proxy was issued or with amendments or integrations to the draft proposals submitted to the Shareholders' Meeting (5), the undersigned party | ||||||
| Only cross out one box | Changes the instructions (express the preference) | |||||
| confirms the instructions | revokes the instructions |
In favour: _________ | Against |
Abstained |
| Vote on the Board of Directors' proposal | Only cross out one box |
In favour |
Against |
Abstained |
||
|---|---|---|---|---|---|---|
| In circumstances that are not known when the proxy was issued or with amendments or integrations to the draft proposals submitted to the Shareholders' Meeting (5), the undersigned party | ||||||
| Only cross out one box | Changes the instructions (express the preference) | |||||
| confirms the instructions | revokes the instructions |
In favour: _________ | Against |
Abstained |
||
| 2.2. | resolutions on the "second section" of the report pursuant to Article 123-ter, paragraph 6, of Legislative Decree 58/1998; | |||||
| Vote on the Board of Directors' proposal | Only cross out one box |
In favour |
Against |
Abstained |
||
| In circumstances that are not known when the proxy was issued or with amendments or integrations to the draft proposals submitted to the Shareholders' Meeting (5), the undersigned party | ||||||
| Only cross out one box | Changes the instructions (express the preference) | |||||
| confirms the instructions | revokes the instructions |
In favour: _________ | Against |
Abstained |

FORM ASSIGNING THE PROXY TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")
| 3. | 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 Shareholders' Meeting of 14 April 2021, for the | |
| portion not executed. Related and consequent resolutions. | |
| Vote on the Board of Directors' proposal | Only cross out one box |
In favour |
Against |
Abstained |
||
|---|---|---|---|---|---|---|
| In circumstances that are not known when the proxy was issued or with amendments or integrations to the draft proposals submitted to the Shareholders' Meeting (5), the undersigned party | ||||||
| Only cross out one box | Changes the instructions (express the preference) | |||||
| confirms the instructions revokes |
the instructions | In favour: _________ | Against |
Abstained |
(Place and Date) (
Party signing the proxy)
In a vote on the liability action proposed pursuant to article 2393, paragraph 2, of the (IT) civil code by shareholders when the financial statements are being approved, the undersigned party delegates the Designated Representative to vote as follows:

FORM ASSIGNING THE PROXY TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")
The proxy form with the relative voting instructions must be received, in original form, by Spafid by the end of the second trading day prior to the date set for the Shareholders' Meeting that is by 23:59 on 7 April 2022 (or 8 April 2022 if in second call), together with
______________________________________________________________________________________________________________________________________________________________________________________
through one of the following alternative procedures:
N.B. For any clarifications concerning delegation (and in particular on filling in the proxy form and the voting instructions and their transmission) subjects entitled to take part in the Shareholders' Meeting may contact Spafid S.p.A. by e-mail to [email protected] and at the following phone numbers(+39) 0280687.319 and (+39) 0280687.335 (in working hours, from 9:00 to 17:00).
FORM ASSIGNING THE PROXY TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")
Pursuant to Regulation (EU) 2016/679 (hereinafter, " GDPR Regulation" or "GDPR") and national legislation in force on the protection of personal data (hereinafter, together with GDPR, "Privacy Regulations"), Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with registered office in Milan, Via Filodrammatici 10 (hereinafter, the "Company" or the "Controller"), as process Controller, is obliged to provide information on the use of personal data.
All personal data are processed in compliance with the law and confidentiality obligations, for purposes that are strictly connected and instrumental to the following purposes: (i) purposes strictly connected and instrumental to performing contractual obligations, resulting from the appointment by the Delegating party (or its representative) of the Designated Representative, related to representation in the shareholders' meeting and voting; (ii) obligations established by the law, regulations, and provisions issued by the competent Supervisory and control Authorities or Bodies. Providing personal data for those purposes is mandatory. Not providing your data will make it impossible for the Company to permit the proxy to take part in the Shareholders' Meeting.
The legal basis is compliance with laws in force and performing contractual obligations.
Your data will be processed, in compliance with Privacy Regulation provisions, using paper, electronic or digital instruments, applying logics strictly linked to the purposes indicated; in any case, using methods suited to guarantee their security and confidentiality in compliance with Privacy Regulations.
In relation to the aforesaid purposes, the Company processes your personal data such as, merely as an example, personal details (for example, name, surname, address, telephone number, email, date of birth, identity card, tax code, nationality).
To pursue the purposes described in point a) above, your personal data will be known by Company employees operating as processors/operators authorised to process data. Moreover, your data can be communicated to: a) other companies belonging to the Group and to subjects providing services to support execution of the contract; b) the Issuers of financial instruments related to which the proxy is granted, for obligations related to representation at the shareholders' meeting and voting, minuting and updating the book of shareholders; c) other subjects, to fulfil a legal obligation, community regulations or laws, or based on orders issued by the Authority entitled to do so by law or by supervision and control bodies. The full, updated list of Processors is available on the website www.spafid.it in the "Privacy" section.
Your data will only be transferred outside the European Union with an adequacy decision of the European Commission or other adequate guarantees established by Privacy Regulations (including binding company standards and protection clauses. The data processed by the Company is not circulated.
In compliance with the principles or proportionality and need, the personal data will be stored in a form enabling identification of the data subjects for a period of time that does not exceed achievement of the purposes for which the data themselves were processed, that is considering:
The Company adopts reasonable measures to guarantee that incorrect data is rectified or erased.
The subjects the personal data refers to have the right, at any time, to receive confirmation of whether those data are being held or not and to know content and origin, check they are correct or request they be integrated or updated, or rectified (articles 15 and 16 of the GDPR).
Moreover, the data subjects have to right to request that the data be erased, processing be limited, to revoke consent, to portability of data and to lodge a complaint with the control authority and object, in any case to processing, for legitimate reasons (article 17 et seq. GDPR). Those rights may be exercised in writing accompanied by a valid identity document of the subject in question to be sent to: [email protected] The Controller, also through the units appointed, will take on your request and will provide you, without unjustified delay, the information related to actions taken concerning your request.
The data process Controller is Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with registered office in Milan, Via Filodrammatici 10. Spafid has appointed the Group Data Protection Officer as the Processor of personal data (so-called Data Protection Officer). The Data Protection Officer can be contacted at the following addresses:
Società per Amministrazioni Fiduciarie "SPAFID" S.p.A.

In accordance with Articles 13 and 14 of E.U. Regulation no. 679/2016 ("GDPR"), the data contained in the proxy form will be processed by the Company PIAGGIO & C. S.p.A. (the "Company") – Data Controller – in order to manage the proceedings of the Shareholders' Meeting, in compliance with current legislation on the protection of personal data.
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.
The data may be made known 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. The data may be disclosed or communicated to specific persons in compliance with legal obligations, regulations or EU legislation, or on the basis of instructions given by legally empowered authorities or by supervisory bodies. Without the data indicated as mandatory (*),the proxy-holder will not be able to participate in the Shareholders' Meeting.
The data will only be processed for the period necessary for the indicated purposes and, in any case, in accordance with the limits set by law. The data will be kept for ten years starting from the Shareholders' Meeting.
Data subjects are entitled 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 this data updated, rectified, supplemented, erased or blocked, and object to the processing by sending an email to: [email protected]).

The conferral of a proxy to a representative in conflict of interest is permitted provided that the representative communicates in writing to the shareholder the circumstances from which this conflict derives and provided that there are specific voting instructions for each resolution in relation to which the representative will have to vote on behalf of the shareholder. The burden of proof shall be the responsibility of the representative for communicating the circumstances giving rise to the conflict of interest to the shareholder. Article 1711, second subsection, of the Italian Civil Code does not apply.
For the purposes of this Article, there is in any case a conflict of interest where the representative or the substitute:
a) controls, including jointly, the company or is controlled, including jointly, or is subject to joint control with the company;
f) is linked to the company or to the persons indicated in letters a), b), c) and e) from self-employment or subordinated employment relationships or from other capital or asset relationships that compromise their independence.
The replacement of the representative with a substitute who has a conflict of interest is allowed only if the substitute has been indicated by the shareholder. In this case subsection 1 applies. The reporting obligations and the related burden of proof remain with the representative.
This Article also applies in the case of transfer of shares by power of attorney.

FORM ASSIGNING THE PROXY TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")
The proxy and the voting instructions are always revocable within the period indicated in subsection 1.
The liability action against directors is brought following a shareholders' meeting resolution, even if the company is in liquidation.
The resolution concerning directors' liability may be taken when the financial statements are being discussed, even if not indicated in the list of topics on the agenda, when it concerns matters regarding the financial year the statements refer to.
The liability action may also be brought following a board of statutory auditors' resolution, made with a majority of two-thirds of its members.
The action may be exercised within five years from termination of the director in office.
The liability action resolution involves revoking the office of the directors against whom the proposal is made, as long as this is with the favourable vote of at least one fifth of share capital. In this case, the shareholders' meeting replaces the directors.
The company may waive exercising the liability action and settle, as long as the waiver and transaction are approved by a specific shareholders' meeting resolution, and as long as there should be no vote against it by a shareholders' minority representing at least one fifth of share capital or, in companies having recourse to the risk capital market, at least one twentieth of share capital, or the amount established in the articles of association for exercising the corporate liability action pursuant to the first and second subsections of article 2393-bis.
[…] 4. For ordinary or extraordinary shareholders' meetings, companies with listed shares may designate the representative established by article 135-undecies of Legislative Decree no. 58 of 24 February 1998, even if the articles of association establish otherwise. The same companies may also foresee in the notice of call that the presence in the shareholders' meeting be solely through the designated representative pursuant to article 135-undecies of Legislative Decree no. 58 of 24 February 1998; the aforesaid designated representative may also be assigned proxies or subproxies pursuant to article 135-novies of legislative decree no. 58 of 24 February 1998, as an exception to article 135-undecies, paragraph 4, of the same decree. […]
Paragraph 4 also applies to companies allowed to trade on a multilateral trading system and those with shares circulated amongst the public to a relevant extent.
The provisions in this article apply to shareholders' meetings held by 31 July 2022.
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