Piaggio & C

Remuneration Information • Mar 11, 2022

Piaggio & C. S.p.A.

Explanatory Memorandum

Report on Remuneration Policy and Compensation Paid pursuant to article 123-ter Legislative Decree 58/1998. Related and consequent resolutions.

Dear Shareholders,

the Board of Directors of Your Company has called you to a Shareholders' Meeting to present this report on the remuneration policy and compensation paid ("Remuneration Report" or "Report") prepared pursuant to Article 123-ter Legislative Decree no. 58 of 24 February 1998 ("TUF") – as most recently amended by Legislative Decree 49/2019 ("Legislative Decree 49/2019"), implementing Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (so-called Shareholders' Right Directive II) amending Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies with regard to the encouragement of long-term shareholder engagement (the "SHRD" or the "Directive") – and art. 84-quater of the CONSOB regulations adopted by resolution no. 11971 of 14 May 1999 ("Issuers' Regulation"). It has been prepared in accordance with Annex 3A, Schedule 7-bis of the Issuers' Regulation, as most recently amended to implement the SHRD.

The Remuneration Report is divided into the following sections:

(a) Section I – in compliance with Articles 123-ter of the Consolidated Law on Finance and 9 bis of the Directive – illustrates the Company's policy on the remuneration of members of the Board of Directors, general managers and key managers (where appointed) and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, the members of the Company's Board of Statutory Auditors, as well as the procedures used for the adoption, revision and implementation of this policy, including the measures designed to avoid or manage any conflicts of interest;

In addition, pursuant to Article 84-quater, paragraph 2-bis, of the Issuers' Regulations, the remuneration policy described in Section I of the Report:

• indicates how it contributes to the Company's business strategy, long-term interests and sustainability, and is determined by taking into account the remuneration and working conditions of the Company's employees;
• defines the different components of remuneration that may be awarded; where variable remuneration is awarded, establish clear, comprehensive and differentiated criteria for the award of such remuneration, based on financial and non-financial performance objectives, where appropriate taking into account CSR-related criteria;
• specifies the elements of the policy from which in the event of exceptional circumstances indicated in art. 123-ter, paragraph 3-bis, of the TUF – it is possible to temporarily deviate as well as the procedural conditions under which the derogation may be applied, without prejudice to the provisions of Consob Regulation no. 17221/2010 on related party transactions;
• (b) Section II, by name for remuneration paid to Directors, Statutory Auditors and general managers and aggregated for remuneration paid to key managers (when appointed):
  • it provides an adequate, clear and understandable representation of each of the items that make up the remuneration, including benefits in the event of termination of office or termination of employment (if any), highlighting their compliance with the Company's

remuneration policy for the year in question and the ways in which remuneration contributes to the Company's long-term results;

it illustrates in detail the remuneration paid in the reporting year for whatever reason and in whatever form by the Company and its subsidiaries or associates.

Moreover, Section II contains information on the equity investments held, in the issuer and its subsidiaries, by members of the administration and control bodies, senior managers and other key managers, as well as their not-legally-separated spouses and children (minors), directly or via subsidiaries, trusts or intermediaries, in accordance with the provisions of art. 84-quater of the Consob Regulation on Issuers.

The Remuneration Report will be made available to the public at the Company's head office, on the Company's website www.piaggiogroup.com (Governance/Shareholders' Meetings) and through the authorised storage system "eMarket STORAGE", at - at least twenty-one days prior to the date of the Shareholders' Meeting convened on first call.

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Shareholders are reminded that, in accordance with art. 123-ter, paragraph 3-bis of the Consolidated Law on Finance, they will be called upon to vote for or against Section I of the Remuneration Report, by binding resolution in accordance with art. 123-ter, paragraph 3-ter of the Consolidated Law on Finance.

The Shareholders will also be called upon, pursuant to Article 123-ter, paragraph 6, of the TUF, to resolve on Section II of the Remuneration Report, with a non-binding resolution. The result of the vote will be made available to the public within the legal deadline pursuant to articles 123-ter, paragraph 6, and 125-quater, paragraph 2, of the Consolidated Law on Finance.

We therefore propose for your approval the following draft resolutions:

-First resolution-

"The Ordinary Shareholders' Meeting of Piaggio & C. S.p.A., having examined the report of the Board of Directors drawn up in accordance with article 123-ter of Legislative Decree no. 58/1998, for the purposes established by paragraph 3-ter of the said law, and therefore with binding resolution,

RESOLVES

2.1 to approve the first section of the Report on Remuneration Policy and Remuneration Paid, prepared in accordance with article 123-ter of Legislative Decree no. 58/1998 and other applicable regulations.

-Second resolution-

"The Ordinary Shareholders' Meeting of Piaggio & C. S.p.A., having examined the report of the Board of Directors drawn up in accordance with article 123-ter of Legislative Decree no. 58/1998, for the purposes established by paragraph 6 of the said law, and therefore with non-binding resolution,

RESOLVES

2.2 to approve the second section of the Report on Remuneration Policy and Remuneration Paid, prepared in accordance with article 123-ter of Legislative Decree no. 58/1998 and other applicable regulations.

Mantova, 2 March 2022

For the Board of Directors Chairman and Chief Executive Officer Roberto Colaninno