Proxy Solicitation & Information Statement • Mar 14, 2025
Proxy Solicitation & Information Statement
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS, as amended pursuant to the Law no. 21 of 5 March 2024, containing measures to support the competitiveness of capital and delegation to the Government for the organic reform of provisions concerning capital markets contained in the consolidated text of Legislative Decree no. 58 of 24 February 1998, and provisions concerning capital companies contained in the Civil Code applicable also to issuers.
MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), acting in the capacity of "Designated Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and the Company Bylaws, amended, pursuant to art. 135-undecies.1 TUF following the entry into force of the Law n. 21 of 5 March 2024, of PIAGGIO & C. S.p.A. (hereinafter the "Company"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of PIAGGIO & C. to be held exclusively by means of telecommunications on 15 April 2025, at 11:00 a.m., first call, and, if necessary, on second call on 16 April 2025, same time, as set forth in the notice of the shareholders' meeting published on the Company's website at http://www.piaggiogroup.com in the section "Governance / General Meeting" on 15 March 2025 , and, in abridged form, in the Italian daily newspaper "Corriere della Sera".
Declaration of the Designated Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote different from that indicated in the instructions.
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.
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-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
| shareholder with the right to vote | OR IF DIFFERENT FROM THE SHARE HOLDER |
||
|---|---|---|---|
| legal representative or subject with subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed) pledge bearer usufructuary custodian manager other (specify) ……………………………………………………………………………………………… |
|||
| Name Surname / Denomination (*) | |||
| (complete only if the shareholder is different from the proxy signatory) |
Born in (*) | On (*) | Tax identification code or other identification if foreign (*) |
| Registered office / Resident in (*) |
| No. (*) _ __ shares _______ |
Registrated in the securities account (1) n. ___ at the custodian ___ ABI ______ |
|---|---|
| e.g.: No. 3 ORDINARY shares IT0012345 (ISIN number) | CAB _______ referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) |
| No. ______ Supplied by the intermediary: _________ (to be filled in with information regarding any further communications relating to deposits) |
|
| Registrated in the securities account (1) n. ___ at the custodian ___ ABI ______ |
|
| No. (*) _ __ shares _______ |
CAB _______ referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) |
| No. ______ Supplied by the intermediary: _________ |
|
| Registrated in the securities account (1) n. ___ at the custodian ___ ABI ______ |
|
| No. (*) _ ___ shares _______ |
CAB _______ referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) |
| No. ______ Supplied by the intermediary: _________ |
DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES
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)
*

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
intended for the Designated Representative only - Tick the relevant boxes
(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 Ordinary General Meeting of PIAGGIO & C. to be held exclusively by means of telecommunications on 15 April 2025 at 11:00 a.m. on first call, and, if necessary, on second call on 16 April 2025 same time,
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.
1.1 Approval of the Financial Statements of Piaggio & C. S.p.A. as of 31 December 2024, review of the Report on Operations for 2024 and Reports of the Management Control Committee and Independent Auditors; presentation of Consolidated Financial Statements as of 31 December 2024 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 |

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
| 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 |
| 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 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 17 April 2024, for the portion not executed. 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 |
(Place and Date) *
(Signature)
*

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
| 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)
*
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
______________________________________________________________________________________________________________________________________________________________________________________
− 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
by one or other of the following two methods:
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-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com
PIAGGIO & C. S.p.A. ("Company" or "Piaggio") - Data Controller - pursuant to Article 13 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 on which the processing is based is the relationship of shareholder of 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 Piaggio 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 in accordance with provisions issued by legally empowered Authorities or by supervisory bodies; without the data indicated as mandatory (and identified with (*) on page 1 of this proxy form), the proxy-holder shall not be able to participate in the Shareholders' Meeting.
All data will be processed only for the time necessary for the indicated purposes and, in any case, within the limits established by law and will be stored together with the documents produced during the meeting in order to document what is transcribed in the minutes and for a maximum period of ten years starting 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 (within the limits and under the conditions set out in articles 15-21 of the GDPR) by addressing any requests to the e-mail address: [email protected].
Finally, the data subject is informed that if he/she believes that his/her rights have been violated by the data controller and/or a third party, he/she has the right to lodge a complaint with the Supervisory Authority and/or a different supervisory authority that may be competent under the GDPR.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS
Art. 11 (Conduct of shareholders' meetings of listed Companies)
After article 135-undecies of the consolidated text referred to in legislative decree 24 February 1998, n. 58, the following is inserted: «Art. 135-undecies.1 (Intervention at the meeting through the designated representative). - 1. The company bylaws may provide that participation in the shareholders meeting and the exercise of voting rights take place exclusively through the representative designated by the company pursuant to article 135-undecies. The designated representative may also be granted proxies or sub-proxies pursuant to article 135-novies, in derogation of article 135-undecies, paragraph 4.
The presentation of proposed resolutions at the meeting is not permitted. Without prejudice to the provisions of article 126-bis, paragraph 1, first sentence, those who have the right to vote may individually present resolution proposals on the items on the agenda or proposals whose presentation is otherwise permitted by law within the fifteenth day prior to the date of the first or only meeting call. The proposed resolutions are made available to the public on the company's website within two days following the expiry of the deadline. Legitimation for the individual submission of proposed resolutions is subject to the company's receipt of the communication required by article 83-sexies.
The right to ask questions referred to in article 127-ter is exercised only before the meeting. The company provides answers to the questions received at least three days before the shareholders meeting. […]
NOTE: English translation for convenience only, only the Italian version is authentic.
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