Proxy Solicitation & Information Statement • Mar 8, 2024
Proxy Solicitation & Information Statement
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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.
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 to Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 (the "Decreto Cura Italia") as amended and converted into Law 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, 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 Extraordinary and Ordinary Shareholders' Meeting of PIAGGIO & C. 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.
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
| shareholder with the right to vote pledge bearer |
usufructuary | OR IF DIFFERENT FROM THE legal representative or subject with subject with power of sub-delegation custodian manager |
SHARE HOLDER (copy of the documentation of the powers of representation to be enclosed) other (specify) ……………………………………………………………………………………………… |
|||
|---|---|---|---|---|---|---|
| (complete only if | Name Surname / Denomination (*) | |||||
| the shareholder is Born in () different from the proxy signatory) Registered office / Resident in () |
On (*) | Tax identification code or other identification if foreign (*) | ||||
| 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) Supplied by the intermediary: _________ |
(2) No. _________ |
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
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 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,
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 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 |
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

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES 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 |
| 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 |
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 Directors:
| 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-UNDECIES 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) *
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
______________________________________________________________________________________________________________________________________________________________________________________
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
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].
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
The action must be started within five years from the termination of office of the director.
[…] 4. Companies with listed shares may appoint the representative required by Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even if the Bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the Designated representative designated pursuant to article 135-undecies of legislative decree no. 58 of 24 February 1998; the aforementioned Designated representative may also be granted proxies or sub- proxies 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 admitted to trading on a multilateral trading facility and to companies with shares widely distributed among the public. […]
The provisions of this Article shall apply to assemblies held by 30 April 2024.
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