Piaggio & C : Report on Remuneration Policy and Compensation paid 2023

Piaggio & C. S.p.A.

Report on remuneration policy and compensation paid

prepared pursuant to Article 123-ter of Italian Legislative Decree 58/1998 and Article 84-quater of Consob Regulation 11971/1999

4 March 2024

REPORT ON REMUNERATION POLICY AND COMPENSATION PAID

This report on remuneration policy and compensation paid ("Remuneration Report" or "Report") has been prepared pursuant to Article 123-ter Legislative Decree no. 58 of 24 February 1998 ("TUF") - as most recently amended by Legislative Decree 49/2019 ("L.D. 49/2019"), implementing Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (the so-called Shareholders' Rights 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 Article 84-quater of the Consob regulations adopted by resolution no. 11971 of 14 May 1999 ("Issuers' Regulations"). It has been prepared in accordance with Annex 3A, Schedule 7-bis of the Issuers' Regulations, as most recently amended to implement the SHRD.

The Remuneration Report is divided into the following sections:

• - Section I - in compliance with Article 123-ter of the Consolidated Law on Finance and Article 9-bis of the Directive - illustrates the Company's policy on the remuneration of the members of the board of directors, general managers and key managers (if appointed) and of the members of the supervisory board of the Company, taking into account the governance system adopted by the Company, as well as the procedures used for the adoption, review and implementation of this policy, including measures to avoid or manage possible conflicts of interest;

• - Section II, by name for the remuneration attributed to Directors, members of the supervisory board and general managers and in aggregate for the remuneration attributed to key management personnel (if 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 (where appointed), as well as their not-legally-separated spouses and children (minors), directly or via subsidiaries, trusts or intermediaries, in accordance with the provisions of Article 84-quater of the Consob Regulation on Issuers.

SECTION I

This section of the Report on Remuneration describes the main lines of the remuneration policy adopted by the Company (hereafter the "Remuneration Policy"), which defines the principles and guidelines followed by the Piaggio Group in determining and monitoring the application of remuneration practices for directors, general managers, key managers and members of the Control Management Committee, taking into account the governance system to be adopted by the Company as better specified below.

In this regard, it should be preliminarily noted that the Remuneration Policy, as described in this Section I, was drafted on the assumption that the next Shareholders' Meeting, convened in extraordinary session, will approve the new text of the Articles of Association and thus the adoption of the so-called "one-tier" administration and control system pursuant to Article 2409-sexiesdecies of the Italian Civil Code in place of the "traditional" one, and the additional amendments to the Articles of Association proposed.

This Remuneration Policy, approved by the Board of Directors on 4 March 2024, based on the compliant proposal of the Remuneration Committee, therefore amends the remuneration policy approved by the Ordinary Shareholders' Meeting of 18 April 2023 both to take into account the provisions of the new text of the Articles in Association in relation to the adoption of the so-called "one-tier" governance system, and to include certain clarifications with particular reference to the variable remuneration of executive directors, also in order to align them with the current system of delegated powers.

It should also be noted that in Section II of this Report, since it relates to the financial year 2023, references to the so-called traditional governance structure (Board of Directors and Board of Statutory Auditors, bodies that will remain in office until the new governance system is effective and therefore until registration of the resolution of the Extraordinary Shareholders' Meeting referred to above with the Companies' Register). The Remuneration Policy defines the goals pursued and the principles that underlie the determination of remuneration for governance bodies, general managers and key managers, as further explained in the subsequent paragraph 2.

The Remuneration Policy was also drafted in the light of recommendations indicated in the Corporate Governance Code of listed companies approved in January 2020 by the Corporate Governance Committee (the "Corporate Governance Code" or "CG Code").

The Remuneration Policy has a duration of one year.

As required by Consob Regulation no. 17221 of 12 March 2010 concerning transactions with related parties (the "Regulation on Related Parties"), as transposed in the internal procedure adopted by the Company ("RPT Procedure") (and available on the group website atwww.piaggiogroup.com in the Governance section), approval of the Remuneration Policy by the Shareholders' Meeting exempts the Company from applying the above procedure for related party transactions in resolutions concerning the remuneration of directors and key managers, provided that these are consistent with the Remuneration Policy:

• (i) the company has adopted a remuneration policy approved by the Shareholders' Meeting;

• (ii) a committee made up exclusively of non-executive directors or board members, the majority of whom are independent, was involved in defining the remuneration policy;

(iii) the remuneration awarded is identified in accordance with this policy and quantified on the basis of criteria that do not involve discretionary evaluations.

Furthermore, pursuant to Article 13, paragraph 1, of the Regulation on Related Parties, the RPT Procedure does not apply to shareholders' resolutions that are pursuant to Article 2389, paragraph 1, of the Italian Civil Code, regarding remuneration due to the members of the Board of Directors and the executive committee, or to the resolutions concerning the remuneration of directors assigned special duties which falls within the total amount previously determined by the Shareholders' Meeting, pursuant to Article 2389, paragraph 3, second sentence of the Civil Code.

Please note that the Remuneration Policy in Section I of the Report, prepared in the financial year 2023 was approved by a 66.02% majority of votes by Shareholders taking part in the Shareholders' Meeting of 18 April 2023, who did not make any evaluations regarding the Remuneration Policy, neither during the Meeting, nor at a later date.

1. Parties involved in the preparation, approval and auditing (where applicable) of the Remuneration Policy

The main individuals and bodies involved in the preparation, approval and review of the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Remuneration Committee and the Management Control Committee.

1.1 Board of Directors

The Board of Directors:

• • establishes the Remuneration Committee from among its members;

• • in line with the Remuneration Policy, determines the remuneration of directors holding special positions, subject to the opinion of the Management Control Committee and the proposal of the Remuneration Committee;

• • establishes, at the proposal of the Remuneration Committee, the Remuneration Policy, and its auditing where applicable;

• • prepares the Remuneration Report, pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Consob Regulation on Issuers, submits it to the Shareholders' Meeting for approval pursuant to Article 123-ter, paragraph 3- bis, of the Consolidated Law on Finance and ensures its implementation;

• • prepares remuneration plans based on shares or other securities for directors, employees and co-workers, including key managers, submits these for approval by the Shareholders' Meeting pursuant to Article 114-bis of the Consolidated Law on Finance and ensures implementation.

1.2 Remuneration Committee

The Remuneration Committee of the Company, established in the Board of Directors as set forth by the CG Code, is composed of non-executive and independent directors.

The Remuneration Committee has the following tasks:

• • assist the Board of Directors with drawing up the Remuneration Policy;

• • present proposals or express opinions on the remuneration of executive Directors and the other Directors holding specific positions and to set performance objectives related to the variable component of that remuneration;

• • monitor effective application of the Remuneration Policy and especially check effective achievement of the performance objectives;

• • periodically assess the overall adequacy and consistency of the Remuneration Policy.

The Remuneration Policy has therefore been outlined and approved by the Board of Directors at the proposal of the Remuneration Committee.

As mentioned above, competence for the implementation of the Remuneration Policy lies with the Board of Directors, with the power to delegate it to the Chairman and Chief Executive Officer of the Company, subject to the involvement of the Remuneration Committee in the cases provided for by the Policy, it being understood that any decisionrelating and/or pertaining to the implementation of the Remuneration Policy concerning one of the above mentioned subjects will remain the exclusive competence of the Board.

The Remuneration Committee appointed by the Board on 15 April 2021 and in office at the date of this Report is composed of the three independent and non-executive Directors Rita Ciccone, acting as Chairperson, Andrea Formica and Graziano Gianmichele Visentin. All Committee members have experience in finance and remuneration policies considered suitable by the Board at the time of appointment.

Pursuant to Recommendation 26 of the Corporate Governance Code, in order to manage any conflicts of interest, no Director participates in meetings of the Remuneration Committee in which proposals are formulated to the Board of Directors regarding his/her remuneration.

The Directors abstain from voting when the Board of Directors passes resolutions concerning their own remuneration, without prejudice to the rules on related party transactions set out in the RPT Procedure (where applicable).

The Remuneration Committee meets annually and whenever it is necessary to resolve on remuneration.

1.3 Shareholders' Meeting

With regard to remuneration, the Shareholders' Meeting:

• • determines the remuneration of the members of the Board of Directors pursuant to Article 2364, paragraph 1, no. 3 of the Italian Civil Code;

• • establishes, upon appointment by the Board of Directors, specific additional remuneration for the members of the Management Control Committee;

• • expresses (i) a binding vote on Section I of the Remuneration Report prepared by the Board of Directors (upon proposal of the Remuneration Committee) at the frequency required by the duration of the Remuneration Policy (i.e. on an annual basis) and in any case on the occasion of amendments to the said Policy1 and (ii) a non-binding vote on Section II of the Report on an annual basis;

• • makes resolutions on any remuneration plans based on shares or other financial instruments intended for directors, employees and co-workers, including key managers, pursuant to Article 114-bis of the Consolidated Law on Finance.

If the Shareholders' Meeting does not approve the Remuneration Policy, the Company will be required to pay remuneration in accordance with the most recent Remuneration Policy approved by the Shareholders' Meeting or, failing that, in accordance with current practice. At the next Shareholders' Meeting to approve the financial statements, the Company shall submit a new Remuneration Policy to the Shareholders' Meeting for a vote.

Temporary deviation from the Remuneration Policy approved by the Shareholders' Meeting is permitted only in exceptional circumstances, i.e. when the deviation from the Remuneration Policy is necessary for the pursuit of the long-term interests and sustainability

1Shareholders' votes are required upon amendments to the Remuneration Policy that are not merely formal or editorial clarifications.

of the Company as a whole, or to ensure its ability to stay in the market. On this point, see paragraph 6 below.

1.4 Management Control Committee

The Management Control Committee expresses its opinion on proposals for the remuneration of executive directors and, more generally, of directors holding special positions, verifying the consistency of the proposals with the Remuneration Policy.

2. Illustration of the objectives and general guidelines of the Remuneration Policy and description of policies regarding fixed and variable remuneration components

The Remuneration Policy is set by taking into account the remuneration and working conditions of its employees. In particular, the Remuneration Policy sets out the tools and approaches, applied to the entire corporate population, that are designed to attract, motivate and retain people with the professional qualities necessary to contribute to growth strategy and the strengthening of the long-term interests and sustainability of the Company, in line with the best market practices. With specific attention for the remuneration of executive Directors, it is felt that the type of jobs held and that the Company expects of these subjects, together with the intrinsic characteristic of unexchangeability, means they cannot be compared with the jobs of other Group employees.

The Company's Remuneration Policy and, in particular, the policy on variable components of remuneration, contributes to the Company's strategy and to the pursuit of its long-term interests and sustainability. This contribution is made through a greater and more aware involvement of shareholders who are called upon to express their binding vote on the Remuneration Policy, which describes each of the items that make up the remuneration of Directors and other key executives. Moreover, the remuneration of directors, general managers and key executives, where identified, is defined in such a way as to ensure an overall remuneration structure capable of recognising the professional value of the persons involved and to allow for an adequate balance of fixed and variable components with the aim of creating sustainable value in the medium and long term and of ensuring a direct link between remuneration and specific performance objectives.

In particular, the guidelines inspiring the Remuneration Policy are based on the following criteria:

• (i) the fixed component and variable component take into account the strategic objectives and associated business risks taken by the Company;

• (ii) the variable component has an upper limit;

• (iii) the fixed component is sufficient to remunerate the services of the person concerned should the variable component not be paid due to failure in achieving the assigned objectives;

(iv)the performance objectives are:

• - priority, i.e. directly related to the medium to long term strategy of the Company;

• - specific, i.e. clear and concrete in terms of expected results;

• - measurable, i.e. assessed with clear and predefined indicators;

- realistic, i.e. deemed achievable although challenging and ambitious; - defined over time, i.e. referred to a specific time dimension.

The Shareholders' Meeting resolves on the total amount of remuneration due to the Board of Directors. The remuneration of directors with special positions is set by the Board of Directors, on the proposal of the Remuneration Committee and following the opinion of the Management Control Committee. Any increases or changes to the remuneration of directors assigned special positions, where not established by the Remuneration Policy, are approved by the Board of Directors, at a proposal from the Remuneration Committee and with the prior opinion of the Committee for Related Party Transactions, having consulted the Management Control Committee.

The variable component will be paid only on achieving the expected result. The amount of the incentive to be paid to each person involved is determined based on the achievement of results effectively pursued. In this regard, it is worth mentioning that, at this point, the Company believes that it is unnecessary to introduce "clawback" clauses for the variable component of the compensation, since it believes that the Company's interest is protected in any case by the applicable provisions in the event of violations of laws or regulations.

In the event that the Company carries out particularly exceptional and strategically important transactions in terms of the impact on Company results, the Board of Directors, at the proposal of the Remuneration Committee, has the power to allocate, at its discretion, specific bonuses to executive directors and key managers, without prejudice to the procedure on transactions with related parties set out in the RPT Procedure, where applicable.

The Company may provide incentive and loyalty plans based on shares or other financial instruments, aimed at directors, employees and co-workers, including key managers, pursuant to Article 114-bis of the Consolidated Law on Finance, without prejudice to the procedure on transactions with related parties set out in the RPT Procedure, where applicable.

There are no deferred remuneration payment systems.

As incentive plans based on financial instruments were not in place at the date of this Report, there are no clauses for keeping the financial instruments in the portfolio after their acquisition.

The Remuneration Policy does not foresee stipulation with directors and key managers of agreements that regulate a priori the payment of indemnities and/or the assignment or other benefits (monetary and non-monetary) in the event of termination of office or relating to the possible early termination of the relationship by the Company or the person concerned. If it becomes necessary to sign such agreements, the safeguards relating to transactions with related parties set out in the RPT Procedure (where applicable) will apply and the Remuneration Committee must be consulted. In defining the Remuneration Policy, the Company has not used remuneration policies implemented by other companies as a reference, and has not sought the cooperation of independent experts.

3. Remuneration of directors

Within the Board of Directors it is possible to distinguish between:

• (i) Non-executive directors: Directors.

• (ii) Executive directors:

  - the Executive Chairman Matteo Colaninno; - the CEO Michele Colaninno;

Non-executive directors

All non-executive directors are paid a fixed annual remuneration, as approved by the Shareholders' Meeting.

Directors called on to take part in the Control and Risks Committee and the Remuneration Committee, both composed of independent Directors in compliance with the Corporate Governance Code, are paid an additional fixed remuneration considering the greater commitment required. The Board of Directors may award any additional fixed remuneration to members of board committees established in accordance with applicable pro tempore regulations or the recommendations of the CG Code, always taking into account the greater commitment required to perform these functions.

No specific remuneration is paid to independent directors, except for those who are requested to participate in the above-mentioned committees and for members of the Management Control Committee (see Section 5 below). Independent Directors do not receive variable compensation and are not recipients of compensation plans based on financial instruments.

In addition, expenses incurred by directors for performance of their duties are reimbursed by the Company.

Non-executive directors benefit from "Directors and Officers" insurance coverage for liability concerning acts committed in the exercise of their functions, except in cases of malice and gross negligence.

The Remuneration Policy does not provide for the payment of non-monetary benefits to Executive Directors.

Executive directors

The remuneration of executive directors is composed as follows:

• i) a fixed annual component, determined to a significant extent, consistent with the position and commitment required and, in any case, such as to be sufficient to remunerate services rendered should the variable component not be paid due to failure in achieving the objectives of referred to below;

• ii) a variable component related to the objectives identified by the Strategic Plans and annual budget approved by the Company an, in line with the objective of creating value for shareholders over the medium to long term and with a correct risk management policy. The amount of the variable component, which in any case has a maximum limit (up to a maximum of 30% of the amount set for fixed compensation), is determined and paid annually by the Board of Directors with reference to objectives and results at individual and/or consolidated Group level, identified by the Board of Directors, on the proposal of the Committee and following the opinion of the Management Control Committee, in relation to the annual budget or the results of the previous year, chosen

from EBITDA, for a quota not exceeding 50%, the net financial position for a quota not exceeding 40% and sustainability for 10%. The amount of the incentive to be paid to each person involved is determined on the basis of the number of objectives and results pursued, as well as the degree of their achievement, all as verified by the Board of Directors, after consulting the Committee; For the purposes of the payment of the variable component, there is in fact a minimum number of targets to be exceeded, as well as a calculation system that takes into account the negative deviation from the assigned targets and results within the limit of 10% of the benchmark.

The variable is therefore paid on an annual basis with reference to long-medium term objectives defined in the three-year Strategic Plan and the annual budget.

On the basis of the current structure of delegated powers, the payment of the variable component of remuneration is envisaged for the Executive Chairman and the Chief Executive Officer, under the same terms and conditions as regards performance targets and the incidence of the variable component with respect to fixed annual remuneration.

The variable component for all the aforementioned beneficiaries may therefore reach a maximum of 30% of the amount established for fixed remuneration overall (including all remuneration for special positions pursuant to Article 2389, paragraph 3, of the Italian Civil Code).

Executive directors benefit from "Directors and Officers" insurance coverage for liability concerning acts committed in the exercise of their functions, except in cases of malice and gross negligence.

The Remuneration Policy does not provide for the payment of fringe benefits to Executive Directors.

Considering the structure of the remuneration of executive directors (and the role they hold), the Company decided it was not - currently - necessary to introduce the so-called "claw back" clauses of the variable component of remuneration, assessing that the Company interests are protected by provisions applicable in a breach or the law or regulations.

4. Remuneration of general managers and key managers

The remuneration of key managers (where identified) is determined in accordance with the general principles set out in paragraph 2., and comprises:

• (i) a fixed annual component, determined to a significant extent, consistent with the position and commitment required and, in any case, such as to be sufficient to remunerate services rendered should the variable component not be paid due to failure in achieving the objectives of referred to below;

• (ii) a variable annual component payable on achievement of predetermined corporate objectives (so-called MBO), linked to expected results based on the Strategic Plan approved by the Company. The variable component is equal to a predetermined percentage of the gross fixed annual remuneration, generally at least 50 % of the latter;

10