Proxy Solicitation & Information Statement • Mar 8, 2019
Proxy Solicitation & Information Statement
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The lawyer, Mr. Pierfrancesco Meneghini, born in Treviso on 1 September, 1954, domiciled in Milan, at Via del Lauro no. 9, with Tax Code MNGPFR54P01L407S, as the "Designated Representative" pursuant to Article 135-undecies of Legislative Decree no. 58/1998 of Piaggio & C. S.p.A. (hereinafter, the "Company"), proceeds with the collection of voting proxies relating to the Shareholders' General Meeting called for 12 April 2019 on first call and 15 April 2019 on second call with the procedures and terms indicated in the notice of call published on the Company's website on 8 March 2019. In particular, the proxies may be conferred to the Designated Representative by 11:59 pm on 10 April 2019 (if the Shareholders' General Meeting is held on the first call) or by 11:59 pm on 11 April 2019 (if the Shareholders' General Meeting is held on the second call).
The proxy and the voting instructions may be revoked within the terms set out above, in the manner provided for their conferment.
The conferment of the proxy and voting instructions by signing this form does not involve any expense for the delegator.
The lawyer, Mr. Pierfrancesco Meneghini, as Designated Representative, declares that there are no situations of conflict of interest pursuant to Article 135-decies of Legislative Decree no. 58/1998 with reference to each resolution of the Shareholders' General Meeting.
(Section to be notified to the company through the Designated Representative - Complete with the requested
information)
Mr/Ms ..................................................................... (name/personal data of the person with the right to vote) born in ............................... on ………………………... based at / resident of ............................................ (Town/City) ......................................................... (address) Tax Code .....................................................................
Data to be completed at the discretion of the delegator:
the Designated Representative, who may be replaced by the lawyer Adriano Pellicanò, born in Milano (MI) on January 16 st, 1985, with Tax Code PLLDRN85A16F205C, domiciled at via del Lauro n. 9, Milan, to attend and vote at the Shareholders' Meeting indicated above as per instructions provided with reference to ...................... no. shares registered in the securities account no. .............. at ……………………………………………………………….……. (depositary intermediary) ABI ............... CAB ...............
voting instructions on some or all of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which voting instructions have been conferred;
to this proxy form of a copy of a valid identity document.
The undersigned (surname and name of the signer only if different from the holder of the shares) ............ .......................... signs the present proxy in the capacity of (tick the relevant box)
secured creditor assignee beneficial owner custodian manager legal representative or attorney with power to sub-delegate other (specify) ……………………………………
DATE …………............. SIGNATURE ....................
The undersigned .......................................... (name/personal data) delegates their vote to the Designated Representative according to the following voting instructions at the Shareholders' General Meeting called by Piaggio & C. S.p.A. for the days 12 April 2019 on first call and 15 April 2019 on second call on the following resolutions on the agenda:
A) Resolutions subject to voting:
"Financial Statements of Piaggio & C. S.p.A. as of 31 December 2018; Directors' Report on Operations for 2018; proposal to allocate profit for the period; Report of the Board of Statutory Auditors; Report of the Independent Auditors; presentation of Consolidated Financial Statements as of 31 December 2018 of the Piaggio Group; related and consequent resolutions."
□ IN FAVOUR □ AGAINST □ ABSTAINED regarding the proposed resolution contained in the Directors' Report
…….………...………………………………………………………………………………………………………………
"Report on Remuneration, pursuant to Article 123-ter of Italian Legislative Decree no. 58/1998. Related and consequent resolutions."
□ IN FAVOUR □ AGAINST □ ABSTAINED regarding section I of the Report on Remuneration pursuant to Article 123-ter of Legislative Decree 58/1998. It is specified that pursuant to Article 123-ter, subsection 6 of Legislative Decree 58/1998, the resolution is not binding.
…….………...………………………………………………………………………………………………………………
"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 no. 58/1998 and relative provisions for enactment, subject to withdrawal of the authorisation granted by the Ordinary Shareholders' Meeting of 16 April 2018 for the portion not executed. Related and consequent resolutions."
□ IN FAVOUR □ AGAINST □ ABSTAINED regarding the proposed resolution contained in the Directors' Report
…….………...………………………………………………………………………………………………………………
B) In the event of unknown circumstances when the proxy is issued (1), the undersigned, with reference to:
"Financial Statements of Piaggio & C. S.p.A. as of 31 December 2018; Directors' Report on Operations for 2018; proposal to allocate profit for the period; Report of the Board of Statutory Auditors; Report of the Independent Auditors; presentation of Consolidated Financial Statements as of 31 December 2018 of the Piaggio Group; related and consequent resolutions."
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS MODIFY THE INSTRUCTIONS: □ IN FAVOUR □ AGAINST □ ABSTAINED
…….………...………………………………………………………………………………………………………………
"Report on Remuneration, pursuant to Article 123-ter of Italian Legislative Decree no. 58/1998. Related and consequent resolutions."
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS MODIFY THE INSTRUCTIONS: □ IN FAVOUR □ AGAINST □ ABSTAINED
…….………...………………………………………………………………………………………………………………
"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 no. 58/1998 and relative provisions for enactment, subject to withdrawal of the authorisation granted by the Ordinary General Meeting of Shareholders of 16 April 2018, for the portion not executed. Related and consequent resolutions"
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS MODIFY THE INSTRUCTIONS: □ IN FAVOUR □ AGAINST □ ABSTAINED
…….………...………………………………………………………………………………………………………………
C) In the event of a possible vote on changes or additions (2) to the resolutions submitted to the meeting with reference to:
"Financial Statements of Piaggio & C. S.p.A. as of 31 December 2018; Directors' Report on Operations for 2018; proposal to allocate profit for the period; Report of the Board of Statutory Auditors; Report of the Independent Auditors; presentation of Consolidated Financial Statements as of 31 December 2018 of the Piaggio Group; related and consequent resolutions."
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS MODIFY THE INSTRUCTIONS: □ IN FAVOUR □ AGAINST □ ABSTAINED
…….………...………………………………………………………………………………………………………………
"Report on Remuneration, pursuant to Article 123-ter of Italian Legislative Decree no. 58/1998. Related and consequent resolutions."
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS MODIFY THE INSTRUCTIONS: □ IN FAVOUR □ AGAINST □ ABSTAINED
"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 no. 58/1998 and relative provisions for enactment, subject to withdrawal of the authorisation granted by the Ordinary General Meeting of Shareholders of 16 April 2018, for the portion not executed. Related and consequent resolutions"
…….………...………………………………………………………………………………………………………………
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS MODIFY THE INSTRUCTIONS: □ IN FAVOUR □ AGAINST □ ABSTAINED
…….………...………………………………………………………………………………………………………………
D) In the event of a vote on the proposed liability action pursuant to Article 2393, subsection 2, of the Italian Civil Code from shareholders on the occasion of the approval of the financial statements, the undersigned delegates the Designated Representative to vote according to the following indication:
□ IN FAVOUR □ AGAINST □ ABSTAINED
Warnings for compilation and transmission
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;
b) is connected to the company or exercises significant influence over it or the latter exercises significant influence over the representative;
c) is a member of the administrative or control body of the company or of the persons indicated in letters a) and b);
d) is an employee or an auditor of the company or of the persons indicated in letter a);
e) is a spouse, relative or similar within the fourth degree of kin with the persons indicated in letters a) to c);
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.
Unless otherwise provided in the Company By-laws, companies with listed shares designate for each meeting a person upon whom the shareholders may confer, by the end of the second open market day prior to the date set for the meeting, as well as in a call following the firstcall, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy is effective only for the proposals for which voting instructions have been granted;
The proxy is conferred by the signing of a proxy form whose content is regulated by Consob in its regulations. The conferment of the proxy does not entail any expenses for the shareholder. The proxy and the voting instructions are always revocable within the period indicated in subsection 1.
The shares for which the proxy has been conferred, partially or otherwise, are calculated for the purposes of the regular constitution of the shareholders' meeting. In relation to proposals for which no voting instructions have been conferred, the shares are not counted for the purposes of calculating the majority and the share of capital required for the approval of the resolutions.
The person appointed as a representative is obliged to communicate any interest they may have on their own behalf or on behalf of third parties with respect to the draft resolutions on the agenda. They also maintain the confidentiality of the content of the voting instructions received until the beginning of the count, except for the possibility of communicating this information to their employees and auxiliaries, who are subject to the same duty of confidentiality. No proxies may be conferred on the person who is the designated representative, except in compliance with this Article.
With the regulation referred to in subsection 2, Consob may establish cases in which the representative who is not subject to any of the conditions indicated in Article 135-decies may cast a vote which is different from that indicated in the instructions.
(Corporate liability action)
The liability action against the directors is promoted following the resolution of the shareholders' meeting, even if the company is in liquidation. The resolution concerning the liability of directors may be taken at the time of the discussion of the financial statements, even if it is not indicated in the list of matters to be dealt with, when it concerns matters pertaining to the year to which the financial statements refer. The action may be exercised within five years from the termination of the Director from the office.
The resolution of the liability action implies the revocation of the office of the Directors against whom it is proposed, provided that it is taken with the vote in favour of at least one fifth of the share capital. In this case the Shareholders' General Meeting itself provides for their replacement. The company may waive the exercise of the liability action and may transact, provided that the resignation and the transaction are approved by
express resolution of the shareholders' meeting, and provided that there is no voting against a minority of shareholders representing at least one fifth of the share capital or, in companies that make use of the risk capital market, at least one twentieth of the share capital, or the measure provided for in the Company By-laws for the exercise of the corporate liability action pursuant to the first and second subsections of Article 2393 bis.
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