Information on the ownership structure

a) Structure of share capital (art. 123-bis, section 1, letter a), Consolidated Finance Act)
The share capital of the Issuer was fully subscribed and paid up, amounting to EUR 205,941,272.16 divided into 396,040,908 ordinary shares of a par value of EUR 0.52 each. The shares, each carrying a voting right, are indivisible and issued as dematerialised shares.
At 31 December 2009 8,095,000 option rights had been assigned, and at the date of this report 8,595,000 option rights had been assigned, in favour of senior executives of the Issuer, of its Italian and foreign subsidiaries and of Directors with powers in the aforesaid subsidiaries, entitling them to the purchase of ordinary shares of the Issuer’s portfolio, in compliance with the Incentive Plan approved by the Shareholders’ Meeting of the Issuer on 7 May 2007 and disclosed to the market in the information disclosed in accordance with article 84-bis of Consob Regulation on Issuers. The essential parts of the Incentive Plan are described in section 12.3 of the Report on Operations and in information published by the Issuer in accordance with article 84-bis of Consob Regulation on Issuers. These documents may be viewed on the Issuer’s institutional website www.piaggiogroup.com under Investor Relations / Information Memorandum.

Categories of shares that make up the share capital:

  N° of shares % of share
capital
Listed (indicate the markets) / not listed Rights and obligations
Ordinary shares 396,040,908 100 SCREEN-BASED STOCK MARKET Each share gives the right to one vote.
The shareholders rights and obligations are those provided in arts. 2346 et seq of the Civil Code.

Informazioni sugli assetti proprietari 

b) Restrictions on the transfer of securities (article
123-bis, section 1, letter b), Consolidated Finance Act)

There are no securities transfer restrictions.

c) Significant equity investments in capital (art. 123-bis, section 1, letter c), Consolidated Finance Act)
As of 31 December 2009 the Issuer’s own shares amounted to 27,547,007, equal to 6.956% of the share capital. At the same date, significant equity investments in the capital of the Issuer, as resulting from disclosures pursuant to article 120 of the Consolidated Finance Act, were as follows: At the date this Report was approved, the number of own shares of the Issuer had not changed compared to 31 December 2009.

Declarer Direct shareholder % of ordinary share
capital
% of voting share
capital
Piaggio & C. S.p.A. Piaggio & C. S.p.A. 6.956 6.956
Total 6.956 6.956
Omniaholding S.p.A. IMMSI S.p.A. 53.588 53.588
Omniaholding S.p.A. 0.025 0.025
Total 53.613 53.613
Diego della Valle Diego della Valle & C. S.a.p.a. 5.009 5.009
Total 5.009 5.009
Girondi Giorgio G.G.G. S.p.a. 2.103 2.103
Doutdes S.p.a 0.328 0.328
Total 2.431 2.431
State of New Jersey Common Pension Fund D State of New Jersey Common Pension Fund D 2.063 2.063
Total 2.063 2.063

d) Securities with special rights (article 123-bis, section 1, letter d), Consolidated Finance Act)
No securities have been issued bearing special rights of control.

e) Employee share ownership: exercising of voting rights (article 123-bis, section 1, letter e), Consolidated Finance Act)
There is no employee share ownership scheme.

f ) Restrictions on voting rights (article 123-bis, section 1, letter f ), Consolidated Finance Act)
There are no restrictions on voting rights.

g) Shareholder agreements (article 123-bis, section 1, letter g) Consolidated Finance Act)

As far as the Issuer is aware, as of 31 December 2009 no agreements were ongoing between shareholders of the company, of a content relevant pursuant to article 122 of the Consolidated Finance Act.

h) Amendments to the Articles of Association (article 123-bis, section 1, letter l) Consolidated Finance Act)

Changes to the Articles of Association are governed by pro tempore regulations in force.

The Board of Directors is also tasked with passing resolutions on the following, in compliance with article 2436 of the Civil Code: mergers or spin offs, defined as simplified in accordance with articles 2505, 2505-bis, 2506-ter, last paragraph, of the Civil Code; transferring the registered office of the company within Italy; lowering capital in the event of withdrawal; amending the articles of association, without prejudice to the above resolutions also being passed by the Extraordinary Shareholders’ Meeting.

i) Authority to increase the share capital and authorisation to purchase own shares (article 123-bis, section 1, letter m), Consolidated Finance Act)

1. The Board, in connection with the 2004-2007 Stock Option Plan, has obtained the following powers to increase the Issuer’s share capital:

  • With a resolution passed on 7 June 2004, the Issuer’s Extraordinary General Meeting granted powers to the Board, pursuant to art. 2443 of the Civil Code and for a period of five years from the effective date of the resolution, to increase on one or more occasions the share capital, against payment, in cash, with a share premium, for a maximum par amount of EUR 10,587,241.60 by issuing up to a maximum of 20,360,080 shares with a par value of EUR 0.52, to service option rights to be reserved in connection with the 2004-2007 Stock Option Plan, pursuant to the fifth and sixth paragraphs of art. 2441 of the Civil Code; the Board was also granted powers to establish, pursuant to the second paragraph of art. 2439 of the Civil Code, that the capital is intended as increased, for each increase operation, by an amount equal to the subscriptions collected within five years from the date of recording the above resolution in the Register of Companies
  • With a resolution passed on 8 March 2006, the Issuer’s Extraordinary General Meeting granted powers to the Board, in accordance with article 2443 of the Civil Code, for a period of five years from the effective date of the resolution, to increase on one or more occasions the share capital against payment, with a premium, for a maximum nominal amount of EUR 551,200.00 by issuing up to a maximum of EUR 1,060,000 new ordinary shares at a par value of EUR 0.52, to service option rights to be reserved, pursuant to paragraphs 5 and 6 of article 2441 of the Civil Code, within the framework of the 2004-2007 Stock Option Plan approved by a Board resolution on 4 May 2004; the Board was also granted powers to establish, pursuant to the second paragraph of art. 2439 of the Civil Code, that the share capital is intended as increased, for each increase operation, by an amount equal to the subscriptions collected within five years from the date of recording the above resolution in the Register of Companies.

As at the time of going to press, the Board has exercised the right to increase the share capital to service option rights to be reserved in connection with the 2004-2007 Stock Option Plan for an overall par amount of EUR 11,113,840.92 by the issue of 21,372,771 new ordinary shares with a par value of EUR 0.52.
It is specified that all the options attributed by the aforesaid 2004-2007 Stock Option Plan were exercised.

2. In the context of the Warrant PIAGGIO & C. 2004-2009 the Board has obtained the following power of attorney to increase the Issuer’s share capital:

  • With a resolution passed on 18 April 2005, the Issuers’ Extraordinary General Meeting granted powers to the Board, in accordance with article 2443 of the Civil Code, to increase on one or more occasions, the share capital up to an amount of EUR 13,000,000.00 par value, against payment, with or without a premium, by issuing a maximum number of 25,000,000 ordinary shares with the same characteristics as those already in circulation, for a period of five years from the date of filing the above resolution with the Registry of Companies, excluding preemption rights in the company’s interest, in accordance with paragraph 5 of article 2441 of the Civil Code, and reserving the right to subscribe these shares exclusively to the holders of “PIAGGIO & C. 2004-2009; Warrants”; the Board was also attributed the right to arrange that the share capital is increased by the amount equal to subscriptions collected by the date that shall be determined with resolutions of the Board itself, as well as, consequently, the right to establish, from time to time, the issue price of the shares, the entitlement, timing, the ways and conditions of issuance, including therein the right to arrange that the new shares are issued by a set-off against the receivables that the owners of the aforesaid warrants shall have in consequence of the exercise of the warrants themselves.

As at the time of going to press there has been no share capital increase related to the above mentioned powers. At the same date all “Piaggio & C. 2004-2009 warrants” had been reimbursed in cash.

 

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On 16 April 2009 the Shareholders’ Meeting resolved to authorise transactions to purchase and provide for ordinary treasury shares, (i) for investment purposes and to stabilise share price trends and liquidity on the share market, according to the terms and procedures in applicable provisions and in the interest of the Company, also pursuant to and for the purposes of market practices on activities to support liquidity, allowed by Consob in accordance with article 180, section 1, letter c) of the Consolidated Finance Act, with ruling no. 16839 of 19 March 2009; or (ii) for the use of own shares in operations connected to current management or current projects with strategies the Company intends pursuing, in relation to which shares may be exchanged, including the allocation of these shares to convertible loan stock and/or warrants, and in the interest of the Company, for purposes included in market practices on the purchase of own shares to establish a “securities warehouse” as allowed by Consob pursuant to article 180, section 1, letter c) of the Consolidated Finance Act, with ruling no. 16839 of 19 March 2009.
To this end, the Shareholders’ meeting authorised, 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 (and therefore up until 16 October 2010), of ordinary shares of the company up to a maximum which, taking account of Piaggio ordinary shares held from time to time in the Company’s and subsidiaries’ portfolios, is not globally above the maximum limit established by applicable ad interim regulations and, depending on cases, (a) of a unit amount of at least 20% and a maximum not exceeding 10% the arithmetic mean of official Piaggio share prices registered in the ten stock exchange days prior to each purchase operation; or (b) in the case purchases are made by a public purchase or exchange offer, of an amount of at least 10% and a maximum not exceeding 10% the official registered Piaggio share price on the stock exchange day preceding notification to the public; or (c) in the case purchases are made as part of market practice concerning activities supporting liquidity and/or market practice concerning the purchase of own shares to establish a so-called “securities warehouse”, in compliance with the operating conditions established for this practice by Consob ruling no. 16839 of 19 March 2009, including the limits relative to daily purchase amounts and volumes. The Shareholders’ Meeting also authorised the filing of portfolio own shares without time limits. For further details, reference is made to the minutes of the Shareholders’ Meeting, available on the Issuer’s Internet site http://www.piaggiogroup.www.piaggiogroup.com, under “Investor Relations” – Information Memorandum.

As of 31 December 2009 the Issuer held 27,547,007 portfolio own shares equal to 6.955% of the share capital, of which 10,000,000 shares equal to 2.52% of the share capital for the 2007 – 2009 Stock Option Plan which may be assigned to plan beneficiaries according to the terms and conditions established by the relative authorisation ruling approved by the Ordinary General Meeting on 7 May 2007. During the year, 1,020,673 shares equal to 0.26% of the share capital at a mean weighted price of EUR 1.1543 were purchased.

l) Change of control clauses (article 123-bis, section 1, letter h), Consolidated Finance Act)
The Issuer stipulated some important agreements, the contents of which are explained in the relative section of the Financial Statements as of 31 December 2009, which are modified or cancelled if control of the company which is party to the agreement changes. In particular agreements refer to: a financing agreement and opening of credit with Banca Intesa Sanpaolo S.p.A. and Mediobanca for a total of EUR 250 million; a debenture loan of EUR 150 million issued by Piaggio & C. S.p.A.; a framework agreement for operating credit lines of EUR 70.3 million from a pool of banks led by Banca Intesa Sanpaolo S.p.A. as agent; a financing agreement with Efibanca for EUR 1 million; a financing agreement with the European Investment Bank for EUR 150 million; a financing agreement of EUR 90 million agreed on with a pool of banks led by BNP Paribas.

m) Indemnities to Directors in the case of resignation, dismissal or termination of employment following a public purchase offer (article 123-bis, section 1, letter i), Consolidated Finance Act)

No agreements have been entered into between the Issuer and the directors that provide for indemnities in the case of resignation, dismissal/termination without just cause, or if the employment ceases following a public offering.
As regards the effects of termination of employment relative to the 2007 – 2009 Stock Option Plan, reference is made to documents published by the Issuer pursuant to article 84-bis of Consob Regulation on Issuers. These documents may be viewed on the Issuer’s institutional website www.piaggiogroup.com under Investor Relations / Information Memorandum

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With reference to additional information as of article 123-bis of the Consolidated Finance Act, reference is made to subsequent sections of this Report, as indicated below:

  • as regards information on the appointment and replacement of Directors (article 123-bis, section 1, letter l), part one) reference is made to section 5.1
  • as regards information on the main characteristics of risk management and internal control systems (pursuant to article 123-bis, section 2, letter b)) reference is made to sections 11 and 12;
  • as regards information about the operating mechanisms of the Shareholders’ Meeting, its main powers, the rights of Shareholders and procedures for exercising these rights (article 123-bis, section 2, letter c)), reference is made to section 17;
  • as regards information on the composition and operation of the board of directors and supervisory body and their committees (article 123-bis, section 2, letter d)), reference is made to sections 5., 7., 8., 9., 11., 14. and 15.