Report on Corporate Governance and Corporate Ownership (Report on Corporate Governance and Corporate Ownership 2025)

PIAGGIO

REPORT

ON GORPORATE

GOVERNANCE

AND GORPORATE

OWNERSHIP

2025

Piaggio & C. S.p.A.

pursuant to Article 123-bis, TUF

(Single-tier administration and control model)

Issuer: Piaggio & C. S.p.A.

Website: https://www.piaggiogroup.com

Financial year to which the Report refers: 2025 Date of approval of the Report: 5 March 2026

TABLE OF CONTENTS

1. ISSUER PROFILE 6
2. INFORMATION ON CORPORATE OWNERSHIP (PURSUANT TO ARTICLE 123-BIS, TUF) AT 31/12/2025 7

   1. STRUCTURE OF SHARE CAPITAL (ARTICLE 123-BIS, PARAGRAPH 1, LETTER A), TUF) 7

   2. RESTRICTIONS ON THE TRANSFER OF SECURITIES (ARTICLE 123-BIS, PARAGRAPH 1, LETTER B), TUF) 7

   3. SIGNIFICANT INVESTMENTS IN CAPITAL (ARTICLE 123-BIS, PARAGRAPH 1, LETTER C), TUF) 7

   4. SECURITIES THAT GRANT SPECIAL RIGHTS (ARTICLE 123-BIS, PARAGRAPH 1, LETTER D), TUF) 8

   5. EMPLOYEE SHARE OWNERSHIP: EXERCISING OF VOTING RIGHTS (ARTICLE 123-BIS, PARAGRAPH 1, LETTER E), TUF) 8

   6. RESTRICTIONS ON VOTING RIGHTS (ARTICLE 123-BIS, PARAGRAPH 1, LETTER F), TUF) 8

   7. SHAREHOLDER AGREEMENTS (ARTICLE 123-BIS, PARAGRAPH 1, LETTER G), TUF) 7

   8. CHANGE OF CONTROL CLAUSES (ARTICLE 123-BIS, PARAGRAPH 1, LETTER H), TUF) AND STATUTORY PROVISIONS CONCERNING TAKEOVER BIDS

      (ARTICLES 104, PARAGRAPH 1-TER AND 104-BIS, PARAGRAPH 1, TUF) 8

   9. DELEGATION OF POWERS TO INCREASE THE SHARE CAPITAL AND AUTHORISATIONS

      FOR THE ACQUISITION OF TREASURY SHARES (ARTICLE 123-BIS, PARAGRAPH 1, LETTER M), TUF) 9

   10. MANAGEMENT AND COORDINATION ACTIVITIES (PURSUANT TO ARTICLE 2497

   AND FOLLOWING OF THE CIVIL CODE) 10

3. COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), FIRST PART, TUF) 11
4. BOARD OF DIRECTORS 11

   1. ROLE OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), TUF). 11

   2. APPOINTMENT AND REPLACEMENT OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS,

      PARAGRAPH 1, LETTER L), FIRST PART, TUF) 13

   3. COMPOSITION (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTERS D) AND D-BIS, TUF) 16

   4. OPERATION OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS,

      PARAGRAPH 2, LETTER D), TUF) 23

   5. ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

      (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), TUF) 25

   6. EXECUTIVE DIRECTORS 26

   7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR 29

   8. MANAGEMENT CONTROL COMMITTEE 31

5. MANAGEMENT OF CORPORATE INFORMATION 35

   1. PROCEDURE FOR THE INTERNAL MANAGEMENT OF MATERIAL INFORMATION

      AND INSIDE INFORMATION AND FOR THE COMMUNICATION TO THE PUBLIC OF INSIDE INFORMATION 35

   2. PROCEDURE FOR THE MANAGEMENT OF INSIDER LIST 36

   3. PROCEDURE FOR THE FULFILMENT OF INTERNAL DEALING OBLIGATIONS 37

6. INTERNAL BOARD COMMITTEES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), TUF) 39
7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS 41

   1. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS 41

   2. APPOINTMENT PROPOSAL AND REMUNERATION COMMITTEE 42

8. REMUNERATION OF DIRECTORS 46
9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 46

   1. CHIEF EXECUTIVE OFFICER 47

   2. INTERNAL CONTROL, RISK AND SUSTAINABILITY COMMITTEE 48

   3. HEAD OF INTERNAL AUDIT FUNCTION 50

   4. ORGANISATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001 51

   5. INDEPENDENT AUDITORS 53

   6. EXECUTIVE IN CHARGE OF FINANCIAL REPORTING AND SUSTAINABILITY REPORTING AND OTHER CORPORATE ROLES AND FUNCTIONS 54

   7. COORDINATION BETWEEN PERSONS INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 54

   8. MAIN CHARACTERISTICS OF THE RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM IN RELATION TO THE FINANCIAL DISCLOSURE PROCESS (PURSUANT TO ARTICLE 123-BIS, SECTION 2, LETTER B), TUF) 55

10. INTERESTS OF DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES 59
11. RELATIONSHIPS WITH SHAREHOLDERS 60
12. SHAREHOLDERS' MEETINGS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER C), TUF) 62
13. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), TUF) 64
14. CHANGES AFTER THE FINANCIAL YEAR-END 64
15. CONSIDERATIONS ON THE LETTER FROM THE CHAIR OF THE CORPORATE GOVERNANCE COMMITTEE 64

Shareholders' Meeting: the Shareholders' Meeting of the issuer.

Borsa Italiana: Borsa Italiana S.p.A.

Corporate Governance Code/CG Code: code approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., in January 2020, available at https://www.borsaitaliana.it which has been applied since 1 January 2021.

Civil Code: the Italian Civil Code.

Committee/CG Committee/Corporate Governance Committee: the Italian Committee for the Corporate Governance of listed companies, promoted, in addition to Borsa Italiana S.p.A., by ABI, Ania, Assogestioni, Assonime and Confindustria

Board/Board of Directors: the Issuer's Board of Directors.

Management Control Committee/Co.co.ge: the Management Control Committee of the issuer.

Report Date: the date of approval of this Report by Piaggio's Board of Directors. Issuer/Company/Piaggio: the Issuer of the listed shares to which the Report refers. Financial year: the financial year 2025 to which the Report refers.

ESRS: the sustainability reporting standards defined in Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023.

Group: the group of companies headed by the Issuer.

Instructions to the Stock Exchange Regulations: the instructions to the Regulations for Markets organised and managed by Borsa Italiana S.p.A.

SME: 'Small Medium Enterprise' pursuant to Article 1, paragraph 1, letter w-quater.1 of the TUF.

Stock Exchange Regulations: the Regulations of Markets organised and managed by Borsa Italiana S.p.A..

Consob Regulation on Issuers or Issuers' Regulation: the Regulations issued by Consob by Resolution no. 11971 of 1999 (and amendments thereto) concerning Issuers.

Consob Markets Regulation: the Regulations issued by Consob with resolution no. 20249 of 2017 (as amended) concerning markets.

Related Parties Regulation: the Regulation issued by Consob with resolution no. 17221 of 12 March 2010 (as amended) concerning transactions with related parties.

Report: this report on corporate governance and ownership structures prepared by Piaggio pursuant to Article 123-bis, TUF relating to the Financial Year.

Sustainability Reporting: the sustainability report prepared by the Company pursuant to Legislative Decree 125/2024 and published within the report on operations in the annual financial report published on the Website https://www.piaggiogroup.com.

Remuneration Report: the "Report on the remuneration policy and on compensation paid" prepared pursuant to Article 123-ter of the TUF and Article 84-quater of the Consob Regulation on Issuers, available pursuant to law at the registered office, on the issuer's website at www.piaggiogroup.com as well as on the authorised storage mechanism "eMarket Storage" available at www.emarketstorage.it.

Concentrated Ownership Company: the 'concentrated ownership companies' referred to in the GC Code, i.e. the company in which one or more shareholders participating in a shareholders' voting agreement have, directly or indirectly (through Subsidiaries, trustees or through an intermediary), the majority of the votes that may be exercised at the ordinary shareholders' meeting.

Large Company: the 'Large Company' referred to in the GC Code, i.e. the company whose capitalization was greater than €1 billion on the last trading day of each of the three previous calendar years.

Articles of Association: the articles of association of the Issuer in force on the Report Date.

TUF (Consolidated Law on Finance): Legislative Decree no. 58 of 24 February 1998 (as amended).

Unless otherwise specified, the definitions in the Corporate Governance Code and the ESRS relating to the following are also used, by reference: directors, executive directors, independent directors, Chief Executive Officer (CEO), the sustainability report, employee, suppliers, impacts, sustainability-related impacts, metrics, management board, control body, concentrated ownership company, large company, sustainable success, top management.

1. ISSUER PROFILE

   Established in 1884, the Issuer, having its registered office in Pontedera (Pisa), is now one of the leading world manufacturers of two-wheeler motor vehicles.

   The Issuer is ranked among the top 4 operators in the reference market; the range of vehicles includes scooters, mopeds and motorcycles from 50cc to 1,200cc produced and marketed under the Piaggio®, Vespa®, Gilera®, Aprilia®, Moto Guzzi® trademarks, in addition to two-wheelers sold under the Derbi® and Moto Laverda® trademarks. The Issuer also manufactures and distributes 3- and 4-wheeler Commercial Vehicles under the Ape® and Piaggio Porter NP® trademarks.

   During the Financial Year, the issuer was organised according to the single system of administration and control referred to in Article 2409-sexiesdecies and following of the Civil Code with the Shareholders' Meeting, the Board of Directors and the Management Control Committee as the Company's control body, as resolved by the Extraordinary Shareholders' Meeting held on 17 April 2024, which also approved the consequent amendments to the Articles of Association. The single system of administration and control is in force as of the date of this Report.

   With regard to the composition, functioning and characteristics of the Board of Directors, the Board Committees as well as the Management Control Committee, please refer to the more detailed information provided below in this Report.

   The Board of Directors, as part of the process to align with the recommendations contained in the Corporate Governance Code, promotes the integration of sustainability issues into its corporate governance system and remuneration policy, in the terms described below in the Report. For more information on the sustainability policies adopted by the Issuer and the Group, please refer to the Sustainability Reporting and Code of Ethics published on the issuer's website under the Section "Governance - Code of Ethics".

   The Board of Directors guides the Issuer with the aim of pursuing its sustainable success, an objective that takes the form of the creation of long-term value for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the issuer, all as better explained in sections 4.1, 6, 8 and 9 below.

   Pursuant to Italian Legislative Decree no. 125 of 6 September 2024, the Issuer prepares on a mandatory basis the Sustainability Report, which presents the main policies practiced by the company, the management models and the main activities carried out by the Group during the Financial Year in relation to the issues expressly referred to by the aforementioned decree.

   It should be noted that, on the Report Date, the Issuer qualified as an 'SME' pursuant to Article 1, paragraph 1, letter w-quater.1, TUF, as the capitalisation of the Company, calculated in accordance with the provisions of Article 2-ter of the Consob Regulation on Issuers1 - although above the threshold of €1 billion in 2023 - was lower than this threshold in 2024. In this regard, it should be noted that, pursuant to the aforementioned Article 1, paragraph 1, letter w-quater.1, TUF, the definition of SME works on a residual basis, as issuers of listed shares that have not exceeded the limit of €1 billion in capitalisation for three consecutive years qualify as SMEs. Finally, it is noted that in the Financial Year, the capitalization was equal to € 689 million.

   Based on the provisions of the Corporate Governance Code, on the Report Date the Issuer was not classified as a Large Company but as a Concentrated Ownership Company (see Sections 4.3 and 7.2 of the Report for the flexibility options used). For this purpose, the Company is not required to apply the recommendations of the GC Code addressed to Large Companies.

   1 Pursuant to Article 2-ter of the Issuers' Regulation, and therefore for the purposes of the Level of SME, the capitalisation corresponds to the simple average of the daily capitalisations calculated with reference to the official price, recorded during the year.

2. INFORMATION ON CORPORATE OWNERSHIP (PURSUANT TO ARTICLE 123-BIS, TUF) AT 31/12/2025
   1. STRUCTURE OF SHARE CAPITAL (Article 123-bis, paragraph 1, letter a), TUF)

      The Issuer has a share capital of Euro 207,613,944.37, fully subscribed and paid up, divided into 354,632,049 ordinary shares, with no stated par value. Each share carries the right to one vote, is indivisible, and was issued in dematerialised form.

      Categories of shares that make up the share capital:

      STRUCTURE OF SHARE CAPITAL

      	NO. OF SHARES	% OF SHARE CAPITAL	NO. OF VOTING RIGHTS	LISTED	RIGHTS AND OBLIGATIONS
      ORDINARY	354,632,049	100	354,632,049	Euronext Milan	Each share carries the

      SHARES

      (formerly MTA -Mercato Telematico

      Azionario)

      right to one vote. The shareholders' rights and obligations are those in Articles 2346 and following of

      the Civil Code.

   2. RESTRICTIONS ON THE TRANSFER OF SECURITIES (Article 123-bis, paragraph 1, letter b), TUF)

      There are no securities transfer restrictions.

   3. SIGNIFICANT INVESTMENTS IN CAPITAL (Article 123-bis, paragraph 1, letter c), TUF)

      As of 31 December 2025, as well as at the Report Date, significant investments in the capital of the Issuer, according to disclosures made pursuant to Article 120, TUF and to timely disclosures received by the Issuer, were as follows:

      SIGNIFICANT INVESTMENTS IN EQUITY

      DECLARER	DIRECT SHAREHOLDER	% OF ORDINARY SHARE CAPITAL % OF SHARES WITH VOTING RIGHTS
      IMMSI S.p.A.	IMMSI S.p.A.	50.57 50.57

   4. SECURITIES THAT GRANT SPECIAL RIGHTS (Article 123-bis, paragraph 1, letter d), TUF)

      No securities have been issued bearing special rights of control.

      The articles of association of the issuer do not contain provisions relating to the increased vote pursuant to Article 127-quinquies, TUF.

   5. EMPLOYEE SHARE OWNERSHIP: EXERCISING OF VOTING RIGHTS (Article 123-bis, paragraph 1, letter e), TUF)

      There is no employee share ownership scheme.

   6. RESTRICTIONS ON VOTING RIGHTS (Article 123-bis, paragraph 1, letter f), TUF)

      There are no restrictions on voting rights.

   7. SHAREHOLDER AGREEMENTS (Article 123-bis, paragraph 1, letter g), TUF)

      To the issuer's knowledge, as of 31 December 2025 and the Report Date, there were no agreements pursuant to Article 122, TUF between the shareholders of the Company and concerning Piaggio shares.

      For completeness of information, it should be noted that a relevant shareholders' agreement is in force pursuant to Article 122 of the TUF concerning the shares of the Parent company Immsi S.p.A., published in accordance with the terms and procedures of the law.

   8. CHANGE OF CONTROL CLAUSES (Article 123-bis, paragraph 1, letter h), TUF) and statutory provisions concerning takeover bids (Articles 104, paragraph 1-ter and 104-bis, paragraph 1, TUF)

      The Issuer has entered into certain significant agreements, the content of which is illustrated in a specific section of the Financial Statements as of 31 December 2025 (to which reference should be made for any further detailed information), which are amended or may be terminated in the event of a change of control of the contracting company. Specifically the following agreements have been made:

      • a loan agreement for a syndicated revolving credit facility totalling Euro 200 million;

      • a debenture loan totalling Euro 250 million, issued by the Company;

      • a loan agreement with the European Investment Bank, totalling Euro 70 million;

      • a loan agreement with the European Investment Bank, totalling Euro 30 million;

      • a loan agreement with the European Investment Bank, totalling Euro 60 million;

      • a Revolving Credit Facility with Banca del Mezzogiorno - MediodCredito Centrale totalling Euro 20 million;

      • a Term Loan and Revolving Credit Facility with BPER Banca for Euro 35 million;

      • a loan agreement with BNL for Euro 24 million;

      • term loan agreements (Schuldschein loans) with international banks for a total of Euro 87 million;

      • a loan agreement with Oldenburgische Landesbank for Euro 15 million;

      • a loan agreement with Oldenburgische Landesbank for Euro 11 million;

      • a term loan agreement with Cassa Depositi e Prestiti for Euro 30 million;

      • a term loan agreement with Cassa Depositi e Prestiti for Euro 26 million;

      • a Revolving Credit Facility agreement with CACIB for Euro 40 million;

      • a financing agreement with Mediobanca for Euro 20 million;

      • a loan agreement with Banca Monte dei Paschi di Siena S.p.A. for Euro 25 million;

      • a loan agreement with BPER Banca S.p.A. for Euro 25 million.

        With regard to takeover bids, the provisions of the Articles of Association of the issuer do not derogate from the provisions of the passivity rule provided for under Article 104, paragraphs 1 and 1-bis, TUF, nor do they provide for the application of breakthrough provisions as referred to in Article 104-bis, paragraphs 2 and 3, TUF.

   9. DELEGATION OF POWERS TO INCREASE THE SHARE CAPITAL AND AUTHORISATIONS FOR THE ACQUISITION OF TREASURY SHARES (Article 123-bis, paragraph 1, letter m), TUF)

      The Board has not been delegated by the Shareholders' Meeting to increase the share capital pursuant to Article 2443 of the Civil Code.

      Powers for the issue of financial instruments have not been vested in or delegated to the Directors.

      Authorisations to acquire and dispose of treasury shares

      On 15 April 2025, the Shareholders' Meeting resolved to authorise transactions for the purchase and disposal of treasury shares - subject to the revocation of a similar authorisation granted by the Shareholders' Meeting of 17 April 2024 - in order to provide the Company with a useful strategic investment opportunity for any purpose permitted by the applicable regulations, including the purposes set out in Article 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, hereinafter "MAR") and in the practices permitted by Consob pursuant to Article 13 of MAR, where applicable, including the purpose of purchasing treasury shares for their subsequent cancellation, under the terms and in the manner that may be resolved by the competent company boards.

      In particular, the Shareholders' Meeting resolved the following:

      1. to authorise, pursuant to and for the purposes of Article 2357 of the Civil Code, the purchase, on one or more occasions, for a period of eighteen months as from the date of the resolution, of ordinary shares of the Company up to a maximum number which, taking into account the Piaggio ordinary shares held from time to time in the portfolio by the Company and its Subsidiaries, does not in aggregate exceed the maximum established by applicable regulations in force at the time, at a consideration that is not higher than the greater of the price of the last independent transaction and the highest current independent offer price in the trading venues where the purchase is made, it being understood that the unit consideration may not in any case be less than 20% below or more than 10% above the arithmetic mean of the official Piaggio share prices recorded in the ten open market days preceding each individual purchase transaction;

      2. to authorise the Board of Directors, and on its behalf the Chairman and Chief Executive Officer, each acting separately, to identify the amount of shares to be purchased in relation to each purchase programme, within the purposes indicated above, prior to the start of the programme itself, and to proceed with the purchase of shares in accordance with the procedures established in the applicable provisions of the Issuers' Regulation implementing Article 132 of the TUF, in compliance with the conditions relating to trading set out in Articles 3 and 4 of Commission Delegated Regulation (EU) 2016/1052, and timed as best suits the interests of the Company, granting the broadest powers for the execution of the purchase transactions referred to in this resolution, as well as any other formalities relating thereto, including the possible appointment of intermediaries authorised by law and with the power to appoint special attorneys-in-fact;

      3. to authorise the Board of Directors, and on its behalf the Chairman and Chief Executive Officer, each acting separately, so that, pursuant to and for the purposes of Article 2357-ter of the Civil Code, they may dispose, at any time, in whole or in part, in one or more tranches, of the treasury shares purchased pursuant to the resolution, or otherwise already in the Company's portfolio, by means of disposal of the same on or off the stock exchange, possibly also by assignment of real and/or personal rights, including, by way of example only, the loan of securities, in compliance with the laws and regulations in force at the time and for the pursuit of the purposes set out in this resolution, with the terms, procedures and conditions of the disposal of treasury shares deemed most appropriate in the interests of the Company, granting the broadest powers for the execution of the disposal transactions referred to in this resolution, as well as any other formalities relating thereto, including the possible appointment of intermediaries authorised by law and with the power

      to appoint special attorneys-in-fact; disposals of treasury shares held in the portfolio will, in any case, be effected in compliance with laws and regulations in force governing the execution of orders for the trading of listed securities, including practices permitted in accordance with Article 13 of the MAR, and may occur in one or more tranches, timed as best suits the interests of the Company. The authorisation referred to in this point has been granted without time limits and shall also be deemed to have been granted with reference to treasury shares already held by Piaggio & C. S.p.A. at the date of the resolution.

      At the Shareholders' Meeting, it was also established that purchases of treasury shares must be contained within the limits of the distributable profits and reserves available following the latest financial statements (including interim statements), approved at the time of execution of the transaction. It was also stipulated that, upon purchase and disposal of treasury shares, the necessary accounting entries must be made, in compliance with the provisions of the law and of applicable accounting standards.

      Pursuant to the aforementioned mandate, the Board of Directors' meeting held on 15 April 2025, following the aforementioned Shareholders' Meeting, approved the start of a new programme for the purchase of treasury shares, not yet completed on the Report Date, to be carried out under the terms, conditions and in the manner referred to in the aforementioned Shareholders' Meeting resolution also in several tranches by 14 October 2026 and up to a maximum of 21,000,000 ordinary shares of the Company, with no stated par value, for a maximum value established at Euro 41,500,000, taking into account the average share price of the last 30 trading days, and therefore, contained within the limits of the law (20% of the Share capital, pursuant to Article 2357, paragraph 3, of the Civil Code).

      During the Year, 1,199,500 Treasury shares were purchased, therefore as of 31 December 2025, the Company held 2,236,161 Treasury shares, equal to 0.6306% of the chare capital, while as at the Report Date, the Treasury shares in the portfolio were

      2.285.007 equal to 0,6443% of the Share capital.

      For further information on the treasury shares programme, please refer to the minutes of the aforementioned Ordinary Shareholders' Meeting and the Explanatory Report of the Board of Directors available on the Company's website at www. piaggiogroup.com, under the Section "Governance - Shareholders' Meeting".

   10. MANAGEMENT AND COORDINATION ACTIVITIES
   (pursuant to Article 2497 and following of the Civil Code)

   The Issuer is subject to the management and co-ordination of IMMSI S.p.A. as per Articles 2497 and following of the Civil Code. This activity is conducted with the methods indicated in the appropriate section of the Report on Operations, to which we refer for further information.

   The Issuer, as a company under the management and coordination of another company, is subject to the provisions referred to in Article 16 of the Consob Markets Regulation. For information on the effects of this regulation on the corporate governance structure of the Issuer, please refer to sections 4.2, 4.3 and 4.7.

   With regard to the information required by Article 123-bis, paragraph 1, letter i), TUF, the Company has stated that no agreements have been entered into between the Issuer and the Directors that provide for indemnities in the event of resignation or dismissal/termination without just cause, or if the employment ceases following a public offering. For further details, reference is made to the Remuneration Report available at https://www.piaggiogroup.comunder the Section "Governance -Shareholders' Meeting".

   The information required by Article 123-bis, paragraph 1, letter l), first and second part of the TUF relating to the "Rules applicable to the appointment and replacement of directors, members of the management or supervisory board, as well as to the amendment of the articles of association, if different from those legislative and regulatory provisions applicable in a supplementary manner", is included in the section of the Report on the Board of Directors (section 4.2) and in the section on the Shareholders' Meeting (Section 13).

3. COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), FIRST PART, TUF)

   The Issuer adheres to the CG Code.

   The CG Code is accessible to the public on the Corporate Governance Committee website at https://www.borsaitaliana.it/ comitato-corporate-governance/codice/2020.pdf.

   It should be noted that neither the Issuer nor its strategically important Subsidiaries are subject to non-Italian legal provisions that affect the corporate governance structure of the Issuer.

   The actual application of the principles of the CG Code, as well as exceptions and the related reasons are illustrated in the various sections of the Report; please refer to Annex 2 to this Report for a summary of the level of application of the Code.

4. BOARD OF DIRECTORS

   In this section, reference will be made to the statutory provisions in force during the Financial Year, as last amended by the Extraordinary Shareholders' Meeting of 17 April 2024, which adopted the single-tier administration and control system pursuant to Article 2409-sexiesdecies of the Civil Code; for information on the statutory provisions in force for the year ending 17 April 2024, please refer to the Report on Corporate Governance and Ownership Structures of the Company for the year ended 31 December 2023 and available on the Issuer's website under the Section "Governance - Shareholders' Meeting".

   1. ROLE OF THE BOARD OF DIRECTORS

The Board has a central role in connection with corporate organisation and is responsible for the functions and strategic guidelines, as well as the verification of the existence of the necessary controls to monitor the performance of the Issuer and Group companies of which it is the parent company.

Pursuant to Article 18.1 of the Articles of Association and the Board of Directors' Regulations (the "BoD Rules"), the Board is vested with all powers for the management of the Company and for this purpose may resolve upon or carry out all acts it deems necessary or useful for carrying out the company object, except for those matters reserved by law and by the Articles of Association to the General Meeting of Shareholders.

Pursuant to Article 18 of the Articles of Association, in compliance with Article 2436 of the Civil Code, the decision-making powers of the shareholders' meeting are delegated to the Board of Directors for resolutions concerning:

• mergers and demergers, where defined as simplified in accordance with Articles 2505, 2505-bis, and 2506-ter, last paragraph, of the Civil Code;

• the opening or closing of branches;

• the transfer of the registered head office within the national territory;

• which board directors are to be empowered to represent the Company legally;

• share capital reduction due to withdrawal;

• amendments to the Articles of Association to comply with laws and regulations.

Resolutions concerning the above matters may otherwise be adopted at extraordinary shareholders' meetings.

The Board of Directors, as indicated in the Board of Directors' Rules, monitors the adequacy of the organisational, administrative and accounting structure of Piaggio and its subsidiaries of strategic importance, with particular reference to the internal control and risk management system; in particular pursuant to Article 3.4 of the Board of Directors' Rules, the Board: (i) leads the Company by pursuing its sustainable success; (ii) defines the strategies of the Company and its parent group and monitors

their implementation; (iii) defines the corporate governance system most functional to the performance of the company's activity and the pursuit of its strategies, taking into account the areas of autonomy offered by the legal system, and, where appropriate, assesses and promotes the appropriate changes, submitting them, when relevant, to the Shareholders' Meeting;

(iv) promotes, in the most appropriate forms, dialogue with shareholders and other stakeholders relevant to the Company.

In particular, as indicated in the Board of Directors' Rules and in accordance with the CG Code , the Board of Directors:

1. reviews and discusses annually, on the occasion and in the context of impairment assessments, the strategies of the Company and the Group, and is regularly involved in the analysis of issues relevant to the generation of long-term value;

2. assesses the general performance of management, periodically comparing the results achieved with those planned; (c) defines the nature and level of risk compatible with the Company's strategic objectives, including in its assessments all elements that may be relevant in terms of the Company's sustainable success; (d) defines the corporate governance system of the company and the structure of its group and assesses the adequacy of the organisational, administrative and accounting structure of the company and subsidiaries of strategic importance, with particular reference to the internal control and risk management system (see Section 9); (e) resolves on the operations of the Company and its subsidiaries that are of significant strategic, economic, capital or financial importance for the Company; in this regard, it should be noted that the Board has not established general criteria to identify transactions that have a significant strategic, economic, capital or financial importance for the Company, as it considers it more appropriate to evaluate the significance of the transactions carried out from time to time. However, the matters indicated in Section 10 remain in the area of responsibility of the Board; (f) adopts, on the proposal of the Chairman, in agreement with the Chief Executive Officer (if this position is not held by the Chairman), the internal procedures, including those relating to market abuse (Regulation (EU) No 596/2014, the Market Abuse Regulation) (see Section 5).

It should be noted that the Issuer, taking into account Piaggio's current shareholding and organisa-tional structure, has not so far adopted a dialogue policy for shareholders; also in the 2026 financial year, evaluations will continue regarding the possible adoption of a specific dialogue policy, in line with the recommendation set out in the CG Code.

For details of the information required by ESRS 2 - Paragraphs 19 and 20, letters b) and 22, as well as Appendix A - RA 3 and 4 regarding the roles and responsibilities of the management and supervisory boards in overseeing the procedures aimed at managing material risks, impacts and opportunities, please refer to the Sustainability Report, and the Section "Governance -Role of the administrative, management and control bodies".

For details of the information required by ESRS 2 - Paragraphs 24 and 26 regarding the way in which the management and governing boards are informed about sustainability issues and how these issues were addressed during the reporting period, please refer to the Sustainability Report, and the Section "Governance - Role of the administrative, management and control bodies".

Pursuant to Article 2381 of the Civil Code and Article 1, Recommendation 1, letter d) of the Corporate Governance Code, during the financial year the Board evaluated, at least on a quarterly basis, the adequacy of the overall organisational, administrative and accounting structure of the Issuer and its subsidiaries of strategic importance, with particular reference to the internal control and risk management system and the management of conflicts of interest, in accordance with the procedures adopted by the Issuer for this purpose. As part of these activities, the Board was assisted, as appropriate, by the Internal Control Risk and Sustainability Committee, the Head of Internal Audit and the auditing company IMMSI Audit S.c.a.r.l., the Executive in charge of financial reporting and sustainability, as well as by the procedures and checks implemented also pursuant to Law 262/2005.

During the Financial Year, the Board also evaluated the general results of operations at least quarterly, taking into consideration the information received from the Chief Executive Officer, periodically comparing the results achieved with those planned.

In this regard, it should be noted that, pursuant to Article 18.2 of the Articles of Association, the Board of Directors and the Management Control Committee are informed, on the occasion of the meetings of the Board of Directors, also convened specifically, and in any case at least quarterly, by the delegated bodies about the activity carried out by the Issuer and its subsidiaries and on the general results of operations and outlook, on the most important transactions due to their size and characteristics, with particular regard to transactions in which the Directors have an interest of their own or of third parties, or that are possibly influenced by IMMSI S.p.A.

Pursuant to Articles 18.5 and 18.6 of the Articles of Association, the Board of Directors may appoint one or more general managers, determining their duties and remuneration and may also establish Committees with advisory functions, determining their powers, tasks and operating methods. For information on the Committees set up by the Issuer's Board of Directors, please refer to the sections 8.1 (Appointment Proposal and Remuneration Committee), 9.2 (Internal Control Risk and Sustainability Committee) and 10.2 (Related Party Transactions Committee) below.

In addition, pursuant to Article 18.3 of the Articles of Association, the Board of Directors, subject to the mandatory opinion of the Management Control Committee, appoints and revokes the appointment of the Executive in charge of financial reporting and sustainability, who is assigned the powers and functions established by law and other applicable provisions, as well as the powers and functions established by the Board at the time of appointment or by subsequent resolution. The Board of Directors also determines the remuneration of the aforesaid executive (see section 9.6).

For more information about (i) the appointment, the composition of the Board of Directors, the functioning, the role of the Chairman and the executive Directors, as well as the self-assessment, please refer to sections 4.2, 4.3, 4.4, 4.4, 4.6 and 7 below; (ii) the internal control and risk management system is referred to in Section 9 of the Report.

For a description of the Issuer's remuneration policy, please refer to Section I of the Remuneration Report available on the issuer's website at https://www.piaggiogroup.com.

This section describes the system for appointing the members of the management board as provided for by the Articles of Association currently in force (Article 13), last amended, as mentioned, by resolution of the Shareholders' Meeting of the Issuer on 17 April 2024, drawn up by public deed and adopted pursuant to the provisions of Article 2365 of the Civil Code.

The Articles of Association of the Issuer are in line with regulations on gender balance in the composition of the management board pursuant to Article 147-ter, paragraph 1-ter, TUF, as well as the new wording of Article 144-undecies.1 of the Issuers' Regulation2. Therefore, according to the aforementioned legislation applicable as at the Report Date, at least two-fifths of the elected members must be of the underrepresented gender.

The Company is governed by a Board of Directors composed of a number of members not less than 7 (seven) and not more than 15 (fifteen). The Shareholders' Meeting is required to determine, at the time of their appointment, the number of Board members within the aforementioned limits, as well as their term of office that may not exceed three financial years, whereafter their appointment expires as at the date of the Shareholders' Meeting called to approve the Financial Statements for the last financial year of their office. Board directors may be re-elected.

Pursuant to Article 13 paragraph 2 of the Articles of Association, persons who have not gained at least three years experience in the following may not be appointed as directors of the Company or, if appointed, shall be disqualified:

1. administration and control activities or management tasks in corporations with a capital of not less than €2 million; or

2. professional activities or a tenured university position in legal, economic, financial and technical-scientific fields strictly related to company operations; or

3. management roles in public entities or administrations active in the banking, finance, and insurance industries, or in any closely related sectors to the company's business.

2 Paragraph 1-ter, of Article 147-ter, of the TUF in force as at the Report Date provides, among other things, that "the underrepresented gender must obtain at least two fifths of the elected directors. This allocation criterion applies for six consecutive terms." In addition, pursuant to paragraph 3 of Article 144-undecies.1 of the Issuers' Regulation, as last amended by Consob Resolution no. 21359 of 13 May 2020, "if a whole number of members of the management or supervisory boards belonging to the less represented gender does not result from the application of the criterion of allocation between genders, this number is rounded to the upper unit, with the exception of company boards formed by three members for which the rounding is by default to the lower unit ."

Without prejudice to the foregoing, the Directors must meet the requirements of applicable regulations in force at the time; at least one third (with a minimum in any case of three, and without prejudice to any greater minimum number provided for by legislation applicable at the time) shall meet the independence requirements referred to in Article 148, paragraph 3, TUF, and of these at least three shall meet the requirements established by Article 148, paragraph 4, TUF. In addition to the above, at least one of the latter shall be a registered statutory auditor.

If a Director no longer has the prescribed requisites his or her term of office shall immediately expire. If a Director falls short of the independence requirement referred to in Article 148, paragraph 3, TUF, his or her term of office does not expire if the minimum number of Directors required by current regulations and the Articles of Association still meet the aforesaid requirement.

Pursuant to Article 13.3 of the Articles of Association of the Issuer, Directors are appointed by the ordinary Shareholders' Meeting, in accordance with the applicable regulations in force at the time concerning the balance between genders, based on the lists submitted by Shareholders in which candidates are listed with a sequential number. Each shareholder, as well as shareholders who are parties to a significant shareholders' agreement pursuant to Article 122 of the TUF, as well as the parent company, subsidiaries and those subject to joint control pursuant to Article 93, TUF, may not submit or take part in submitting, even through a proxy or trust company, more than one list, nor may they vote for different lists. The endorsements and votes cast in breach of such prohibition shall not be assigned to any list.

Only Shareholders who, alone or together with others, represent at least 2.5% (two point five per cent) of the share capital, or a different lower percentage that may be established by legal or regulatory provisions, are entitled to present lists. With the executive decision of the Head of the Issuers' Supervision Division no. 155 of 27 January 2026, Consob determined the shareholding required for the presentation of lists of candidates for the election of the Issuer's Board of Directors at 2.5% (two point five) of the share capital. The lists of candidates for the office of Director must be filed by Shareholders at the registered office, without prejudice to any additional forms of advertising and filing procedures prescribed by regulatory provisions, including regulatory provisions in force at the time, at least 25 (twenty-five) clear days before the date set for the Shareholders' Meeting in first call; for the purposes of submission of the list, ownership of the shareholding required is determined having regard to the shares registered in the name of the shareholder on the day on which the lists are filed with the Issuer; certification of the same can also be submitted subsequent to filing the list, provided that this takes place within the deadline for the publication of such lists.

Together with each list, the following shall be filed at the registered office, without prejudice to any other applicable regulations in force at the time: (i) information concerning the identity of the Shareholders who presented the list; (ii) an abridged curriculum vitae of the candidates included in the list regarding the personal and professional characteristics of each candidate; as well as (iii) the declarations made by each candidate whereby they accept their candidacy and attest, under their responsibility, that there are no grounds for ineligibility and incompatibility, and whereby they possess the requisites prescribed by law and the Articles of Association for their respective positions, and that they are fit to qualify as independent Directors pursuant to Article 148, paragraph 3, TUF. Lists that fail to comply with the aforesaid legal provisions shall be deemed as not having been submitted. The lists shall also be subject to other forms of publicity provided for by the laws and regulations in force at the time.

Each candidate may be included in one list only, under penalty of ineligibility. Without prejudice to any other ground of ineligibility or forfeiture of right, no candidates may be included in the lists who do not possess the requisites prescribed by legal regulations, the Articles of Association or other provisions applicable to their respective positions.

Pursuant to Article 13.3 of the Articles of Association of the Issuer, each list may contain a number of candidates up to the maximum number of members of the Board of Directors and, among these, at least one candidate that meets the independence requirements referred to in Article 13.2 of the Articles of Association.

Lists with a number of candidates equal to or greater than three must be composed of candidates belonging to both genders, in accordance with applicable regulations in force at the time relating to gender balance.

If minority lists are presented, 1 (one) Director is appointed from these lists, as described below.

The appointment mechanism adopted for choosing candidates nominated in different lists is as follows:

1. all the Directors but one are selected from the list that obtained the highest number of the votes in the sequential order in which they appear;

2. the first candidate that meets the requirements to sit on the Management Control Committee is taken, in consecutive order, from the minority list that is not in any way, not even indirectly, linked with the shareholders who presented or voted the list referred to in point a) and that received the most votes.

If the list at point b) did not obtain a percentage of votes equal to at least half of the required percentage, pursuant to what has been stated above, for the purpose of presenting the very same list, all the Directors to be appointed will be selected from the list at point a).

If the candidates elected in the manner indicated above do not ensure the appointment of a number of Directors meeting the independence requirements referred to in Article 158, paragraph 3, TUF, equal to the minimum number established by law and by the Articles of Association, three of whom also meet the additional requirements for the members of the Management Control Committee, the candidate who does not meet the aforementioned requirements elected as the last in consecutive order in the list that obtained the highest number of votes, referred to in point a) above, will be replaced by the first non-elected candidate of the other lists meeting these requirements, according to the number of votes obtained by each. This replacement procedure will take place until the Board is composed of the minimum number of directors that meet the independence requirements referred to in Article 148, paragraph 3, TUF, in accordance with the provisions of the law and the Articles of Association, three of whom also meet the additional requirements for the members of the Management Control Committee.

Should said procedure not ensure the result indicated in the foregoing, the substitution shall take place by a resolution passed by a relative majority at a Shareholders' Meeting, subject to the presentation of candidatures for persons having the above mentioned requisites.

If, in addition, the candidates elected in the manner described above, do not ensure a composition of the Board of Directors compliant with applicable regulations in force at the time concerning the balance between genders, the candidate of the more represented gender elected as last in the sequential order in the list that received the most votes shall be replaced by the first candidate of the less represented gender not elected from the same list according to the sequential order. This replacement procedure is repeated until a composition of the Board of Directors compliant with applicable regulations in force at the time concerning the balance between genders has been ensured. If the aforementioned procedure does not ensure the last result indicated, the replacement will take place by resolution passed by the Shareholders' Meeting by relative majority, subject to the presentation of candidates belonging to the less represented gender.

Pursuant to Article 13.4 of the Articles of Association, in the event that a single list is presented or in the event that no list is presented, the Shareholders' Meeting resolves with the legal majorities, without observing the procedure provided for above, in such a way as to ensure (i) the presence of the minimum number of independent directors pursuant to Article 148, paragraph 3, TUF required by the Articles of Association, three of whom meet the additional requirements provided for by current legislation and by the Articles of Association for members of the Management Control Committee and (ii) compliance with applicable regulations in force at the time regarding gender balance.

If during the financial year one or more Directors leave office, provided that the majority is always made up of Directors appointed by the Shareholders' Meeting, replacement shall be made, pursuant to Article 2386 of the Civil Code, as specified below:

1. the Board of Directors appoints the replacements from among the candidates (who are still eligible) belonging to the same list to which the Director leaving office belonged, and the Shareholders' Meeting resolves, with the legal majorities, in any case to ensure (i) the presence of the minimum number of independent directors pursuant to Article 148, paragraph 3, TUF required by the Articles of Association, three of whom meet the additional requirements provided for by current legislation and by the Articles of Association for members of the Management Control Committee and (ii) compliance with applicable regulations in force at the time regarding gender balance;

2. if no previously unelected candidates remain on the aforementioned list, or candidates that meet the requirements, or even when a single list is presented or no list is presented, the Board shall replace the Directors who no longer hold office without complying with the provisions of point a), as provided for by the Shareholders' Meeting always with the majority required by law, in any case to ensure (i) the presence of the minimum number of independent directors pursuant to Article 148, paragraph 3, TUF required by the Articles of Association, three of whom meet the additional requirements provided for by current legislation and by the Articles of Association for members of the Management Control Committee and (ii) compliance with applicable regulations in force at the time regarding gender balance.

If a majority of the directors appointed by the shareholders leave office, the entire Board of Directors will be required to resign and a Shareholders' Meeting called by the remaining directors for the appointment of a new Board.

If during the year one or more Directors are not in office, provided that the majority is always made up of Directors appointed by the Shareholders' Meeting, the Shareholders' Meeting may resolve to reduce the number of members of the Board to that of the Directors in office for the remaining period of their mandate, in any case to ensure (i) the presence of the minimum number of independent directors pursuant to Article 148, paragraph 3, TUF required by the Articles of Association, three of whom possess the additional requirements provided for by current legislation and by the Articles of Association for members of the Management Control Committee and (ii) compliance with applicable regulations in force at the time regarding gender balance.

Pursuant to Article 13.7 of the Articles of Association, if the number of Directors has been determined to a lesser extent than provided above, the Shareholders' Meeting, during the period in office of the Board, may increase this number within the maximum limit provided.

The other members of the Board will be appointed according to the following procedure:

1. the additional Directors are drawn from the list that obtained the largest number of votes cast on the occasion of the appointment of the members currently in office, among the candidates who are still eligible and the Shareholders' Meeting resolves, with the legal majorities, in such a way as to ensure (i) the presence of the minimum number of independent directors pursuant to Article 148, paragraph 3, TUF required by the Articles of Association, three of whom meet the additional requirements provided for by current legislation and by these Articles of Association for members of the Management Control Committee and (ii) compliance with applicable regulations in force at the time regarding gender balance;

2. if no previously unelected candidates remain from the aforementioned list, or in the event that a single list is presented or in the event that no list is presented, the Shareholders' Meeting shall resolve on an appointment without observing the provisions of point a), with the legal majorities, in such a way as to ensure (i) the presence of the minimum number of independent directors pursuant to Article 148, paragraph 3, TUF required by the Articles of Association, three of whom meet the additional requirements provided for by current legislation and by these Articles of Association for members of the Management Control Committee and (ii) compliance with applicable regulations in force at the time regarding gender balance.

Pursuant to the Articles of Association, there is no possibility for the outgoing Board to present a list.

The Board shall also meet the requirements of Article 16, paragraph 1, letter d), of the Consob Markets Regulation that establishes - for companies subject to the management and coordination of another Italian company listed on regulated markets - the requirement of a Board to have a majority of members consisting of independent directors.

For further information on the above provisions, reference should be made to the Articles of Association published on the company's website https://www.piaggiogroup.com under the section Governance/Documents and procedures and on the authorised storage system, "eMarket Storage", which can be viewed at https://www.emarketstorage.com.

With regard to information on the role of the Board of Directors and the board Committees in the self-assessment, appointment and succession of directors, please refer to Section 7 of the Report below.

As mentioned, the Board of Directors met after the adoption of the new so-called single-tier governance model, on 22 April 2024 and confirmed Matteo Colaninno as Chairman of the Company and Michele Colaninno as Chief Executive Officer of the Company, granting them the powers set out herein; in this regard, it should be noted that Matteo Colannino and Michele Colaninno kept the same powers during the Financical Year and as of the date of the Report.

The Chief Executive Officer:

1. is the main person responsible for the management of the Issuer and

2. is not the Issuer's controlling shareholder.

In the meeting of 22 April 2024, the Board of Directors granted all powers of ordinary and extraordinary powers of administration to the Chief Executive Officer, with the exception of the powers which by law, or by the Articles of Association, or by resolution adopted by the Board, are conferred on the Board, such as:

1. acquisitions or disposals of investments in companies or branches of companies;

2. the conclusion or modification of loan contracts of any type stipulated for amounts exceeding Euro 25 million;

3. the granting of collateral guarantees on assets and personal guarantees for obligations of non-controlling interests other than those granted in the interest of companies directly or indirectly controlled as subsidiaries;

4. the transfer of Trademarks, patents and other intellectual property rights, as well as the conclusion of licence agreements relating thereto, the amount or value of which exceeds Euro 2.5 million;

5. the conclusion and amendment of agreements of a multi-year commercial nature, including joint ventures, that do not fall within the scope of the Company's ordinary operations;

6. the purchase and sale of real estate;

7. other extraordinary administrative transactions whose amount exceeds Euro 50 million;

8. without prejudice to the provisions of the previous points, transactions concluded with related parties, as defined in accordance with the current provisions and the procedure on transactions with related parties adopted by the Company, without prejudice to the application of the exemptions provided for by these provisions and by the same procedure;

9. the appointment of the General Manager and the head of the administration, finance and control department of the Company;

10. the appointment of the members of the administrative bodies and general managers of the directly controlled subsidiaries and proposals for the appointment of the members of the administrative bodies of indirectly controlled subsidiaries.

At the same meeting, the Board of Directors also confirmed that the following authority is to be considered included in the above powers:

1. authority to operate in the development of the Group's activities, with the power to identify projects and initiatives of a strategic, industrial and commercial nature, together with the related implementing tools, to be submitted to the approval of the Board of Directors, as well as the consequent power to develop and implement the same projects and initiatives approved by the Board of Directors;

2. authority to operate in the field of product and marketing strategies with the power to:

   1. direct and coordinate at worldwide level the following company functions involved in the process of producing and developing product strategies: marketing and communication, product marketing, design and racing;

   2. negotiate and stipulate in the name and on behalf of the Company the trademark licence agreements whose value (intended as a total fee for the granting of the licence or licences covered by the individual contract) does not exceed Euro 2.5 million per individual contract, as well as sign and finalise all documents functional to the stipulation of the aforementioned contracts;

The Chief Executive Officer, in agreement with the Chairman of the Board of Directors, also proposes to the Board of Directors the approval of the strategic plan and/or changes or additions to it.

Pursuant to Article 24 of the Articles of Association, the Chief Executive Officer is responsible for representing the Company within the limits of the delegated powers.

The Chairman of the Board of Directors, Matteo Colaninno, is vested with relative powers by virtue of this role, in accordance with the applicable provisions of law, the Articles of Association and the Board of Directors' Rules (see also section 4.5 above). The same Board of Directors of 22 April 2024 also confirmed Matteo Colaninno's powers - already granted a by board resolution of 28 October 2022 and subsequently supplemented and/or amended by resolution of 1 September 2023 -indicated below:

1. managing and representing the Company in business and institutional interactions with government authorities, parliament, political entities, diplomatic bodies, and other relevant organisations, both Italian and international. This includes dealings with supranational entities, public law institutions (such as public administrations at all levels, diplomatic and consular authorities), European Union institutions and agencies, security services, independent regulatory authorities, and other entities with regulatory or oversight responsibilities;

2. overseeing the establishment of and engagement in, as well as represent the Company in dealings with associations, foundations, and other organisations or bodies - including those of a non-profit nature - active in the areas of human rights and environmental protection, or with other objectives considered aligned with the Company's interests;

3. administering and representing the Company in dealings with associations, foundations, communities, and other bodies (such as environmental or consumer groups, local communities, and so on);

4. representing the company in dealings with institutions, research centres, institutes, and universities, both domestically and internationally, regarding policies on environmental sustainability and energy transition, in coordination with the Chief Executive Officer;

5. representing the Company in relations with Confindustria and business organisations; representing the Company with the Trade Unions, in coordination with the Chief Executive Officer;

6. in agreement with the Chief Executive Officer proposing the strategic plan and/or amendments or additions to it to the Board of Directors;

7. liaising with the competent corporate structures and functions with reference to the matters delegated.

In order to avoid overboarding and allow the Chairman of the Board of Directors to better fulfil his role of the organisation and coordination of the Board of Directors, no powers relating to operational management are attributed to him.

As part of the new governance structure, the granting of powers to the Chairman enables the Company to benefit from his contribution and experience gained in national and international relations, both with business and institutional counterparts.

The Board of the Issuer has not established an Internal Executive Committee.

During the Financial Year, the Chief Executive Officer Michele Colaninno reported to the Board on the exercise of the powers and capacities delegated to him in a timely and adequate fashion, and in such a way as to enable Directors to make informed decisions on the matters submitted to them. The Chairman, also vested with powers in the field of institutional relations at national and international level, reported on his work during the Financial Year.

There were no other executive directors during the Financial Year apart from Michele Colaninno (current Chief Executive Officer) and Matteo Colaninno (the current Chairman).