Piaggio & C : Report on Remuneration Policy and Compensation paid

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

2 March 2022

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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-calledShareholders' 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 art. 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 articles 123-ter TUF and 9-bis of the Directive - illustrates the Company policy on the remuneration of the members of its administrative body, of general managers and of key managers (if appointed) and, without prejudice to what is set forth in article 2402 of the Italian Civil Code, of members of the Company's
  Board of Statutory Auditors, and the procedures used to adopt, review and implement that policy, including measures to avoid or manage any conflicts of interest;
• Section II, by name for remuneration paid to Directors, Statutory Auditors and general managers and aggregated for remuneration paid to key managers (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, 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.

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SECTION I

This section of the Remuneration Report describes the essential features of the Remuneration Policy adopted by the Company (hereinafter the "Remuneration Policy"), which defines the principles and guidelines to which the Piaggio Group adheres in determining and monitoring the application of remuneration practices for board directors, senior managers and key managers, and, without prejudice to art. 2402 Civil Code, of the members of the Board of Statutory auditors.

The Remuneration Policy was last amended by the Board of Directors (i) of 2 March 2021, on compliant proposal by the Remuneration Committee, in order to adopt the adjustments made by the Consob to the Issuers' Regulation (see article 84-quater and Annex 3A, Schedule 7-bis) implementing the SHRD with Resolution no. 21623 of 10 December 2020;

1. of 2 March 2022, still on compliant proposal by the Remuneration Committee, in order to include specifications with specific reference to the variable of executive directors.

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 new edition of 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 at www.piaggiogroup.comin 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:

1. the company has adopted a remuneration policy approved by the Shareholders' Meeting;
2. 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;
3. 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.

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Please note that the Remuneration Policy in Section 1 of the Report, prepared in financial year 2021 was approved by a 65.90% majority of votes by Shareholders taking part in the Shareholders' Meeting of 14 April 2021, who did not make any evaluations of the Remuneration Policy, neither during the Meeting, nor at a later date. This Remuneration Policy is therefore substantially in line with that previously approved by the Shareholders' Meeting of 14 April 2021.

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

The main parties and bodies involved in the preparation, approval and auditing of the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Remuneration Committee and the Board of Statutory Auditors.

1.1 Board of Directors

The Board of Directors:

• constitutes among its members the Remuneration Committee;
• in coherence with the Remuneration Policy, establishes the remuneration of directors vested with special offices, following the opinion of the Board of Statutory Auditors and at 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 decision

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