Piovan S p A : 24.03.2022 - Illustrative Report of the Directors

PIOVAN S.p.A.

Registered office in Santa Maria di Sala (VE), Via delle Industrie No. 16

share capital Euro 6,000,000 fully paid-in

Venice Rovigo Companies Register

tax code 02307730289, VAT No. 02700490275

REA VE - 235320

Illustrative Report of the Directors on the proposals regarding the matters on the agenda of the

Shareholders' Meeting called in ordinary session for April 28, 2022, in single call.

Point 1 of the Agenda

1. Separate and Consolidated Financial Statements at December 31, 2021.

1.1 Approval of the Separate Financial Statements of Piovan S.p.A. at December 31, 2021 and presentation of the Consolidated Financial Statements at December 31, 2021, accompanied by the Board of Directors' Report on Operations, the Board of Statutory Auditors' Report and the Independent Auditors' Reports; resolutions thereon. Presentation of the Consolidated Non- Financial Report prepared pursuant to Legislative Decree No. 254/2016. Resolutions thereon.

1.2. Allocation of the profit for the year ended December 31, 2021. Resolutions thereon.

Dear Shareholders,

We submit for your approval the Separate Financial Statements at December 31, 2021, approved by the Board of Directors of Piovan S.p.A. ("Piovan" or the "Company") on March 23, 2022, and the allocation of the profit for the year ended December 31, 2021.

Specifically, the financial year as at December 31, 2021 ended with a net profit for Piovan S.p.A. of Euro 14,204,371, which we propose to allocate as follows:

• to distribute as dividends totaling Euro 5,092,930, amounting to Euro 0.10 for each share with profit rights, excluding therefore treasury shares held by the Company in compliance with Article 2357-ter, paragraph 2, of the Civil Code;
• to allocate the remainder, equal to Euro 9,111,441, to the extraordinary reserve.

The dividend shall be paid out from May 11, 2022, with coupon date of May 9, 2022 and record date of May 10, 2022.

For all information and detailed comments on the Financial Statements and the allocation of the result for the year, please see the Annual Financial Report, including the Draft Separate Financial Statements and Consolidated Financial Statements as at December 31, 2021, approved by the Board of Directors on March 23, 2022, the Directors' Report on Operations, the certification pursuant to Article 154-bis, paragraph 5, of Legislative Decree no. 58 of February 24, 1998, which will be filed and made available to the public, together with the Board of Statutory Auditors' Report and the Independent Auditors' Reports and the consolidated statement containing non-financial information pursuant to Legislative Decree no. 254 of December 30, 2016, in accordance with the terms and in the manner required by law.

* * *

Considering the above, and referring you to the Annual Financial Report for further information, we present for your approval the following

Motion:

"With reference to the first point on the agenda, the Ordinary Shareholders' Meeting of Piovan S.p.A.,

• having heard and approved the information set out by the Board of Directors;
• having reviewed the Draft Separate Financial Statements of Piovan S.p.A. at December 31, 2021 and the Directors' Report on Operations, and having noted that Piovan S.p.A.'s Financial

Statements at December 31, 2021 report available and distributable reserves, which allow for the distribution of dividends as proposed;

• having noted the Board of Statutory Auditors' Report and the Independent Auditors' Report; resolves

1. to approve the Separate Financial Statements of Piovan S.p.A. at December 31, 2021;
2. to allocate the net profit of Piovan S.p.A., equal to Euro 14,204,371 as follows:
3. • distribute as dividends totaling Euro 5,092,930, amounting to Euro 0.10 for each share with profit rights, excluding therefore treasury shares held by the Company in compliance with Article 2357-ter, paragraph 2, of the Civil Code;
   • to allocate the remainder, equal to Euro 9,111,441, to the extraordinary reserve.
4. to pay out the dividend on May 11, 2022, with coupon date of May 9, 2022 and record date of May 10, 2022;
5. to grant to the Chairperson of the Board of Directors, also through special powers of attorney, mandate to complete all such activities, regarding, consequent or related to implementation of the aforementioned motions."
6. • * *

Point 2 of the Agenda:

2. Report on the policy regarding remuneration and fees paid pursuant to Article 123-ter, paragraphs

3-bis and 6, of Legislative Decree No. 58/98:

1. Binding motion on Section I regarding the remuneration policy, drawn up pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998;
2. Non-bindingmotion on Section II on fees paid, drawn up pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998.

Dear Shareholders,

as per Article 123-ter, paragraphs 3-bis and 6, of Legislative Decree No. 58 of February 24, 1998 ("CFA"), the Shareholders' Meeting called annually for the approval of the Separate Financial Statements is required to vote in favor or against:

1. on the first section of the Report on the policy regarding remuneration and fees paid (the
   "Remuneration Report") regarding the Company's policy on the remuneration of members of the Board of Directors, of General Managers and of Managers with strategic responsibilities, and, without prejudice to Article 2402 of the Civil Code, of the members of the control bodies, as well as the procedures utilized for the adoption and implementation of this policy. It is noted that this motion, as per Article 123-ter, paragraph 3-ter, of the CFA, is binding;
2. on the second section of the Remuneration Report, which provides, in particular, sufficient information on each of the items comprising remuneration of the above mentioned persons and analyses the fees paid during the financial year in any form by the Company and its subsidiaries or associated companies. It is noted that this motion, as per Article 123-ter, paragraph 6-ter, of the CFA, is non-binding.

For further information, see the Remuneration Report prepared by the Board of Directors pursuant to Article 123-ter of the CFA and Article 84-quater of Consob Regulation No. 11971/1999 (the "Issuers' Regulation"), which will be made available to the public in accordance with the methods and conditions set out by the law.

* * *

Considering the above, the Board of Directors submits for your approval the following

Motion:

"The Ordinary Shareholders' Meeting of Piovan S.p.A.,

• in consideration of Articles 123-ter of Legislative Decree No. 58 of February 24, 1998 and 84-quater of Consob Regulation No. 11971/1999;
• having noted the Report on the policy regarding remuneration and fees paid prepared by the Board of Directors;

resolves

1. to approve the first section of the Report on the policy regarding remuneration and fees paid drawn up by the Board of Directors;
2. to express a favorable opinion on the second section of the Report on the policy regarding remuneration and fees paid, drawn up by the Board of Directors."
3. • * *