(Translation from the Italian original which remains the definitive version)

PININFARINA S.p.A.

2019 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Pursuant to article 123-bis of Legislative decree no. 58 of 24 February 1998, as subsequently amended, and article 89-bis of the Regulation adopted with Consob Resolution no. 11971 of 14 May 1999, as subsequently amended

(traditional management and control model)

(approved by the Board of Directors on 23 March 2020)

website: www.pininfarina.com

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CONTENTS FOREWORD ...... 5 GLOSSARY ...... 5 1. ISSUER’S PROFILE ...... 7 2. INFORMATION ABOUT THE COMPANY’S OWNERSHIP STRUCTURE ...... 7 a) Structure of the share capital (as per article 123-bis.1.a) of the CFA) ...... 7 b) Restrictions on transfers of securities (as per article 123-bis.1.b) of the CFA) ...... 8 c) Shareholders with significant interests in the share capital (as per article 123-bis.1.c) of the CFA) ... 8 d) Securities that convey special rights (as per article 123-bis.1.d) of the CFA) ...... 8 e) Employee stock ownership: mechanisms to exercise voting rights (as per article 123-bis.1.e) of the CFA) ...... 9 f) Voting right restrictions (as per article 123-bis.1.f) of the CFA) ...... 9 g) Shareholders’ agreements pursuant to article 122 of the CFA (as per article 123-bis.1.g) of the CFA) 9 h) Change of control clauses (as per article 123-bis.1.h) of the CFA) and bylaws provisions governing tender offers (as per articles 104.1-ter and 104-bis.1) ...... 10 i) Mandates to increase the share capital and authorisations to repurchase own shares (as per article 123-bis.1.m) of the CFA) ...... 10 j) Management and coordination (as per articles 2497 and following of the Italian Civil Code) ...... 10 3. COMPLIANCE (as per article 123-bis.2.a) of the CFA) ...... 11 4. BOARD OF DIRECTORS ...... 11 4.1 ELECTION AND REPLACEMENT (as per article 123-bis.1.l) of the CFA) ...... 11 4.2 COMPOSITION (as per article 123-bis.2.d)/d-bis) of the CFA) ...... 13 4.3 FUNCTIONS OF THE BOARD OF DIRECTORS (AS PER ARTICLE 123-BIS.2.D) OF THE CFA) ...... 16 4.4 DELEGATED BODIES ...... 18 4.5 OTHER EXECUTIVE DIRECTORS ...... 19 4.6 INDEPENDENT DIRECTORS ...... 19 4.7 LEAD INDEPENDENT DIRECTOR ...... 21 5. PROCESSING OF COMPANY INFORMATION ...... 21 6. INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS (AS PER ARTICLE 123-BIS.2.D) OF THE CFA) ...... 22 7/8. NOMINATION AND REMUNERATION COMMITTEE ...... 23 9. DIRECTORS’ FEES ...... 24 10. CONTROL AND RISK COMMITTEE ...... 24 11. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM ...... 26 11.1 DIRECTOR RESPONSIBLE FOR THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM ...... 28 11.2 INTERNAL AUDIT MANAGER ...... 29 11.3 ORGANISATIONAL MODEL and the SUPERVISORY BODY (pursuant to Legislative decree no. 231/2001) ...... 30 11.4 INDEPENDENT AUDITORS ...... 31 11.5 MANAGER IN CHARGE OF FINANCIAL REPORTING ...... 31 11.6 COORDINATION AMONG PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM ...... 31 3

12. INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS ...... 31 13. ELECTION OF STATUTORY AUDITORS ...... 32 14. COMPOSITION AND ACTIVITIES OF THE BOARD OF STATUTORY AUDITORS (AS PER ARTICLE 123-BIS.2.D)/D-BIS) OF THE CFA) ...... 34 15. RELATIONS WITH SHAREHOLDERS ...... 36 16. SHAREHOLDERS’ MEETINGS ...... 36 17. OTHER CORPORATE GOVERNANCE PRACTICES ...... 37 18. CHANGES AFTER THE ANNUAL REPORTING DATE ...... 37 19. LETTER OF THE CHAIRPERSON OF THE CORPORATE GOVERNANCE COMMITTEE DATED 19 DECEMBER 2019 ...... 37 ANNEX 1: Section on the “Main Characteristics of the Existing Risk Management and Internal Control Systems Applicable to Financial Disclosures,” pursuant to Article 123-bis.2.b) of the CFA...... 38 TABLE 2: COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES ...... 40 TABLE 3: COMPOSITION OF THE BOARD OF STATUTORY AUDITORS ...... 41 TABLE 4: CONTENT OF THE SHAREHOLDERS’ AGREEMENT ...... 42 TABLE 5: MANAGEMENT AUTHORITY OF THE MANAGING DIRECTOR - EXTRACT ...... 45

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FOREWORD

Prepared pursuant to article 123-bis of the Consolidated Finance Act (CFA) and article 89-bis of the Issuers’ Regulation and in compliance with the “Format for reports on corporate governance and ownership structure” prepared by Borsa Italiana S.p.A. and last updated in January 2019, the aim of this Report is to provide a general overview of the ownership structure of Pininfarina S.p.A. and the corporate governance system adopted thereby. The report was approved by the company’s Board of Directors on 23 March 2020. The Report is sent to Borsa Italiana S.p.A.. It is available to the public at the company’s registered office and published on the “Investor Relations/Corporate Governance” section of the company’s website (www.pininfarina.com), as well as through the “eMarket STORAGE” centralised storage device managed by Spafid Connect S.p.A. (available at www.emarketstorage.com), within the terms set by ruling legislation.

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GLOSSARY

Audit Plan: the audit plan on the functioning and suitability of the Internal Control and Risk Management System (defined herein) by the Internal Audit Manager, approved by the Board of Directors on 23 November 2017 as subsequently amended. Beneficiaries: the beneficiaries of the Stock Option Plan. Board or Board of Directors: the Issuer’s Board of Directors. Board of Statutory Auditors: the company’s control body. Bylaws: the company’s bylaws, published on the “Investor Relations/Corporate Governance” section of the website. Code/Code of Conduct: the Code of conduct for listed companies, approved in March 2006 by the Corporate Governance Committee, and endorsed by Borsa Italiana (the Italian Stock Exchange), ABI (the Italian Bank Association), Assogestioni (the Italian Asset Management Association), Assonime (the Italian Joint Stock Companies Association) and Confindustria (the Association of Italian Industries), as last updated in July 2018. Consob Issuers’ Regulation or Issuers’ Regulation: the Regulation issued by Consob (the Italian commission for listed companies and the stock exchange) with Resolution no. 11971 of 14 May 1999, as subsequently amended, related to issuers. Consob Market Regulation: the Regulation issued by Consob with Resolution no. 20249 in 2017, as subsequently amended, related to markets. Consob Related Party Regulation: the Regulation issued by Consob with Resolution no. 17221 on 12 March 2010, as subsequently amended, related to related party transactions. Consolidated Finance Act or CFA: Legislative decree no. 58 of 24 February 1998, as subsequently amended. Directors: the members of the Board of Directors, be they executive, non-executive or independent. Executive directors, Managing Director: members of the Board of Directors who have individual proxies at the company, as defined in accordance with the Code of Conduct and with the applicable laws and regulations. Group/Pininfarina Group: the company and its subsidiaries, collectively. Independent Auditors: KPMG S.p.A.. Independent directors: members of the Board of Directors who meet independence requirements in accordance with articles 147-ter.4 and 148.3 of the CFA and article 3 of the Code of Conduct. Information document: the Information document on the Stock Option Plan drafted pursuant to article 114-bis of the CFA and article 84-bis of the Issuers’ Regulation, available in the “Investor Relations /Informazioni per gli azionisti/Assemblea 21.11.2016” section of the company’s website.

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Internal Control and Risk Management System or Internal Control System: the company’s Internal Control and Risk Management System. Issuer/Company/Pininfarina: Pininfarina S.p.A., parent of Pininfarina Group, listed on the Italian Stock Exchange managed by Borsa Italiana. Italian Civil Code: the Italian Civil Code approved with Royal Decree no. 262 of 16 March 1942 published in the Official Journal no. 79 and no. 79-bis of 4 April 1942. Italian Stock Exchange: the Italian Stock Exchange managed by Borsa Italiana. Letter: the cover letter written by the Chairperson of the Corporate Governance Committee, Patrizia Grieco, to accompany the seventh report on the application of the Code of Conduct on the effects of the recommendations made in 2018 in relation to the corporate governance of the Italian listed companies and the main improvement areas detected in 2019. Manager in Charge of Financial Reporting: Manager in charge of financial reporting pursuant to article 154-bis of the CFA.

MAR: Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC. Market Abuse Regulation: EU Regulation no. 596/2014, as subsequently amended and integrated.

Organisational Model: the company’s organisational and control model as per Legislative decree no. 231/2001. Regulation for related party transactions: the “Regulation for related party transactions”, adopted by the company on 12 November 2010, as subsequently updated on 22 March 2019. Remuneration Report: the “Remuneration Report”, prepared pursuant to article 123-ter of the CFA and article 84- quater of the Issuers’ Regulation, available on the company’s website, in the “Investor Relations/Corporate Governance” section. Related parties: the parties as per article 3.1 of the Consob Related Party Regulation. Related party transactions: transactions with related parties (defined herein) as per article 3.1 of the Consob Related Party Regulation. Report: this report on corporate governance and ownership structure prepared pursuant to article 123-bis of the CFA and article 89-bis of the Issuers’ Regulation. Risk and Control Committee: the committee appointed by the Board of Directors via its resolution of 13 May 2019 which acts as a Risk and Control Committee in accordance with the Code of Conduct. Shareholders: those who hold an investment in the company. Shareholders’ meeting: the meeting of the company’s shareholders. Stock Option Plan: the “2016/2023 Stock Option Plan”, approved at the shareholders’ meeting on 21 November 2016, as set out in the relevant Information document, available on the company’s website under the “Investor Relations/Informazioni per gli azionisti/Assemblea 21.11.2016” section. Subsidiary/ies: the companies belonging to the group. Supervisory Body: the Supervisory Body set up by the company pursuant to Legislative decree no. 231/2001, as subsequently amended. Website: Pininfarina’s website, available at www.pininfarina.com, and relevant subsections. Year: the year from 1 January to 31 December 2019 to which the report refers.

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1. ISSUER’S PROFILE The shares of Pininfarina have been traded on the Italian Stock Exchange since 1986. It is the parent of the Pininfarina Group and has its registered office at Via Raimondo Montecuccoli 9, Turin. The Pininfarina Group’s core business is in the automotive industry and, consequently, is based on close collaboration with carmakers. Operating as a global partner, it provides full support to customers in developing products, throughout the design, planning, development, industrialisation and manufacturing of limited series stages. The group has facilities in Italy, Germany, China and the United States. Its customers are located mainly in Italy, Germany, China and India. The company has adopted the traditional management and control model. Its bodies include:  the shareholders;  the Board of Directors (management body);  the Board of Statutory Auditors (control body, in charge of supervising the company’s compliance, inter alia, with the law, the bylaws and principles of correct management), whose composition, activities and characteristics are detailed in this Report. The statutory audit of the Issuer’s financial statements is assigned to the Independent Auditors. Pininfarina’s corporate governance system is compliant with the Code of Conduct and the legislative regulations ruling over Italian listed companies and is based, inter alia, on the following principles: i) the set of recognised and shared values set out in the group’s Code of Ethics; ii) the central role of the Board of Directors; iii) the effectiveness and transparency of management decisions; iv) the adequacy of the Internal Control System; v) the correct processing of classified and inside information. Under Pininfarina’s Code of Ethics, employees undertake to ensure that group activities are carried out in compliance with the law, engaging in fair competition with honesty, integrity and fairness while respecting the legitimate interests of shareholders, employees, customers, suppliers, commercial and financial partners. The group uses procedures that regulate transparency with shareholders and stakeholders. The Issuer qualifies as an “SME” (small to medium-sized entity) pursuant to article 1.1.w-quater.1) of the CFA1 and is included in the list published on the Consob website.

2. INFORMATION ABOUT THE COMPANY’S OWNERSHIP STRUCTURE PURSUANT TO ARTICLE 123-BIS.1 OF THE CFA AT 31 DECEMBER 2019 a) Structure of the share capital (as per article 123-bis.1.a) of the CFA)

Pininfarina’s entire share capital is comprised of ordinary shares with voting rights traded on the Italian Stock Exchange. The company’s subscribed and fully paid-up share capital amounts to €54,287,128 at the date of this Report and is fully comprised of ordinary shares with a unit nominal amount of €1, as seen in the table below. The company’s shares are registered and are issued on a dematerialised basis pursuant to article 83-bis of the CFA.

1 Pursuant to article 1.1.w-quater.1) of the CFA, “SMEs” are small to medium-sized entities, issuers of listed shares, that have turnover, also prior to listing its shares on the stock exchange, of less than €300 million or that have a market capitalisation of less than €500 million. 7

STRUCTURE OF THE SHARE CAPITAL No. of shares % of share capital Stock exchange Rights and obligations Ordinary shares 54,287,128 100% Borsa Italiana/Italian Stock Exchange

Shares with limited voting rights n.a. n.a. n.a. Shares without voting rights n.a. n.a. n.a. Pursuant to article 2443 of the Italian Civil Code, on 21 November 2016, the shareholders gave the Board of Directors the powers to increase the share capital against payment and by instalments for five years from 21 November 2016, for a maximum amount of €2,225,925, without excluding the right of first refusal pursuant to article 2441.8 of the Italian Civil Code, by issuing 2,225,925 ordinary shares with a nominal amount of €1, with the same characteristics as those outstanding at the issue date and carrying regular dividend rights. Subscription of the newly-issued shares will be reserved for the beneficiaries of the Stock Option Plan, in accordance with the provisions of the plan, for a unit price of €1.10 (“2016 Power of Attorney for Share Capital Increase”). The Stock Option Plan provides for the free assignment of options (the “Options”) to subscribe ordinary shares - under certain conditions and after their vesting period - to Beneficiaries (specifically, the Managing Director and Chief Executive Officer and the Chief Financial Officer), with a ratio of one Share to one option, as incentives to achieve business targets and increase the Beneficiaries’ loyalty with the company. Specifically, the maximum number of Options to be assigned to Beneficiaries under the Plan is 2,225,925 which gives them the right to underwrite the same number of ordinary shares, at the pre-set unit price of €1.10 to be exercised by 21 November 2023, under the terms and conditions set out in the Plan. The Options were fully assigned to the Beneficiaries on 21 November 2016. For further details on the Stock Option Plan, reference should be made to the Information document drafted pursuant to article 114-bis of the CFA and article 84-bis of the Issuers’ Regulation, available in the “Investor Relations/Information for investors” section of the company’s website, in addition to the relevant information provided in the Remuneration Report. On 2 August 2018, the Board of Directors resolved to execute the 2016 Power of Attorney for Share Capital Increase, increasing the share capital, for consideration and in one or more tranches, to serve the Stock Option Plan, for a maximum of €2,225,925, excluding the option pursuant to article 2441.8 of the Italian Civil Code, by issuing a maximum of 2,225,925 ordinary shares with a nominal amount of €1, with the same characteristics as those outstanding at the issue date and carrying regular dividend rights, at a unit price of €1.10 (“Delegated Share Capital Increase”). On the same date, the Board of Directors also resolved to set the term of the Delegated Share Capital Increase at 21 November 2023 pursuant to article 2439.2 of the Italian Civil Code, also establishing that the subscriptions will each have immediate effect and that, should the Delegated Share Capital Increase not be fully subscribed by such date, the share capital will, in any case, be considered increased by an amount equal to the subscriptions made. b) Restrictions on transfers of securities (as per article 123-bis.1.b) of the CFA) The company’s shares can be transferred freely. There were no restrictions on the transfer of securities for the majority shareholder at 31 December 2019. There are no limitations to owning shares or acceptance clauses. c) Shareholders with significant interests in the share capital (as per article 123-bis.1.c) of the CFA) Based on the communication received pursuant to article 120 of the CFA and information available to the company, the following parties hold a significant (direct or indirect) interest in the company, i.e., more than 5% of the share capital:

SHAREHOLDERS WITH SIGNIFICANT INTERESTS IN THE SHARE CAPITAL Shareholder Shares held directly % interest in the ordinary % interest in the voting share capital share capital

PF Holdings BV 41,342,166 76.155 76.155 d) Securities that convey special rights (as per article 123-bis.1.d) of the CFA) There are no securities that convey special rights.

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The bylaws do not provide for shares with multiple or majority voting rights. e) Employee stock ownership: mechanisms to exercise voting rights (as per article 123-bis.1.e) of the CFA) There is no employee stock ownership plan under which voting rights are exercised by their representatives. f) Voting right restrictions (as per article 123-bis.1.f) of the CFA) The bylaws do not provide for voting right restrictions. g) Shareholders’ agreements pursuant to article 122 of the CFA (as per article 123-bis.1.g) of the CFA) On 3 May 2016, TECH MAHINDRA LIMITED, an Indian company with registered office in Mumbai 400001, India, Gateway Building, Apollo Bunder (“TechM”), and MAHINDRA & MAHINDRA LIMITED, an Indian company with registered office in Mumbai 400001, India, Gateway Building, Apollo Bunder (“M&M”), signed a joint venture and shareholders’ agreement under Indian law (the “Agreement”), aimed at acquiring, through a Dutch special-purpose vehicle (the “SPV”), a majority investment in the company and governing their respective obligations and duties as the SPV’s venturers. 1. Company whose financial instruments are covered by the Agreement The Agreement covers the SPV, i.e., PF Holdings B.V., a Dutch company which, following the performance of the transactions provided for by the SPA and the Agreement, obtained control, as per article 2359.1.1 of the Italian Civil Code and article 93 of the CFA, over the Issuer. The Agreement does not involve the Issuer and its governance. Indeed, it expressly specifies that, notwithstanding its provisions, Pininfarina’s and its subsidiaries’ decision-making processes shall be governed independently, in accordance with the provisions of their respective bylaws. 2. Type of shareholders’ agreement The Agreement includes provisions for the voting rights to be exercised at the SPV’s meetings pursuant to article 122.1 of the CFA and agreements concerning the transfer of SPV shares, pursuant to article 122.5.b)/c) of the CFA as well as provisions that may be associated with arrangements involving or resulting from having a dominant influence over the SPV pursuant to article 122.5.d) of the CFA. 3. Financial instruments covered by the shareholders’ agreement The Agreement covers all the SPV’s shares that will be held by TechM and M&M. Following the execution of the acquisition provided for by the SPA, TechM acquired control of the SPV and, indirectly, of Pininfarina. 4. Parties to the shareholders’ agreement (i) TechM, which holds 60% of the SPV’s share capital, and (ii) M&M, which holds 40% of the SPV’s share capital (the “Agreed investments”) and (iii) the SPV, which, following its designation as the buyer of a majority investment in the company pursuant to the SPA, became a party to the Agreement.

Shareholders Number of shares Agreed investment % TechM 25,104,075 60% M&M 16,736,050 40% Total 41,840,125 100%

Considering that the Agreement includes, inter alia, specific obligations to financially support the SPV, should one of the shareholders fail to pay its portion of share capital, the non-defaulting shareholder is entitled to take any reasonable actions to remedy the lack of capital, including by disbursing loans at the terms and conditions that it holds acceptable. Moreover, at the option of the non-defaulting shareholder, the defaulting shareholder may be diluted in proportion to the amount possibly disbursed by the non-defaulting shareholder to subscribe the SPV shares not subscribed by the defaulting shareholder. In this case, the Agreed investments shall be modified accordingly, in order to reflect the investment percentages held by the SPV’s shareholders. 5. Content of the Agreement Detailed information on the content of the shareholders’ agreement is provided in Table 4 – “Content of the shareholders’ agreement” attached to this Report.

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6. Term of the Agreement The Agreement does not have a term. However, the restrictions to the transfer of shares have a term of two years from the Agreement’s effective date. 7. Filing of the shareholders’ agreement The Agreement’s provisions relating to Pininfarina were filed with the Turin Company Registrar on 6 May 2016 (no. 59218/2016). 8. Additional information The Agreement is governed by the Indian law. The Agreement does not provide for a shareholders’ agreement body to be set up. It does not require that the shares be deposited. An abstract of the Agreement is available on the company’s website. h) Change of control clauses (as per article 123-bis.1.h) of the CFA) and bylaws provisions governing tender offers (as per articles 104.1-ter and 104-bis.1) Pininfarina or its subsidiaries have not entered into significant agreements that become effective, are modified or are extinguished if controls over the contracting party changes. In relation to tender offers, the bylaws do not provide for: i) waivers of the provisions of the passivity rule as per article 104.1/1-bis of the CFA; ii) the application of the neutralisation rules as per article 104-bis.2/3 of the CFA. i) Mandates to increase the share capital and authorisations to repurchase own shares (as per article 123- bis.1.m) of the CFA) Share capital increases As mentioned earlier, pursuant to article 114-bis of the CFA, on 21 November 2016, the shareholders approved a Stock Option Plan that provides for the free assignment of options for the subscription of ordinary shares to the company’s employees and directors (specifically, the Managing Director and Chief Executive Officer and the CFO). The ratio is one share for each option. The plan aims at incentivising attainment of the company’s objectives and retaining employees. The Stock Option Plan provides that the maximum number of shares to be assigned to the beneficiaries is 2,225,925. Therefore, the shareholders gave the Board of Directors the powers, pursuant to article 2443 of the Italian Civil Code and for five years from the resolution of 21 November 2016, to increase the share capital against payment and by instalments, for a maximum amount of €2,225,925, excluding the right of first refusal pursuant to article 2441.8 of the Italian Civil Code, by issuing a maximum of 2,225,925 ordinary shares with a nominal amount of €1 (one), with the same characteristics as those outstanding at the issue date and carrying regular dividend. Subscription of the newly-issued shares will be reserved for the beneficiaries of the Stock Option Plan, in accordance with the provisions of the plan, for a unit price of €1.10. On 2 August 2018, the Board of Directors resolved to execute the 2016 Power of Attorney for Share Capital Increase, increasing the share capital, for consideration and in one or more tranches, to serve the Stock Option Plan, for a maximum of €2,225,925, excluding the option pursuant to article 2441.8 of the Italian Civil Code, by issuing a maximum of 2,225,925 ordinary shares with a nominal amount of €1, with the same characteristics as those outstanding at the issue date and carrying regular dividend rights, at a unit price of €1.10 (“Delegated Share Capital Increase”). On the same date, the Board of Directors also resolved to set the term of the Delegated Share Capital Increase at 21 November 2023 pursuant to article 2439.2 of the Italian Civil Code, also establishing that the subscriptions will each have immediate effect and that, should the Delegated Share Capital Increase not be fully subscribed by such date, the share capital will, in any case, be considered increased by an amount equal to the subscriptions made. Authorisations to repurchase own shares At the date of this report, no authorisations to repurchase own shares pursuant to articles 2357 and following of the Italian Civil Code exist. j) Management and coordination (as per articles 2497 and following of the Italian Civil Code) Despite being directly controlled by PF Holdings B.V., Pininfarina is not managed and coordinated by the latter or any other party pursuant to articles 2497 and following of the Italian Civil Code.

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Specifically, this is demonstrated, inter alia, by the following circumstances: i) PF Holding B.V. is a mere SPV based in the Netherlands, without any operating structure; ii) there are no authorisation or reporting procedures governing the company’s relationships with its parent. The company independently decides its strategic and operating objectives, as it has an organisational structure able to carry out all its activities; iii) the company also has its own separate, strategic and financial planning process as well as its own capacity to make proposals for carrying out and developing its business.

Termination benefit in the event of resignation or termination without just cause or end of the employment relationship due to a tender offer (as per article 123-bis.1.i) of the CFA) The disclosures required by article 123-bis.1.i) of the CFA are provided in section I.l) of the Remuneration Report published pursuant to article 123-ter of the CFA and available on the company’s website.

Rules governing the election and replacement of directors and amendments to the bylaws (as per article 123-bis.1.l) of the CFA) The disclosures required by article 123-bis.1.l) of the CFA are provided in paragraph 4.1 of this Report about the Board of Directors.

3. COMPLIANCE (as per article 123-bis.2.a) of the CFA) The company has adopted the Code of Conduct, available on the Corporate Governance Committee’s website http://www.borsaitaliana.it/comitato-corporate-governance/codice/codice.htm. In accordance with the “comply or explain” principle at the basis of the Code of Conduct and in line with EU Recommendation no. 208/2014, this Report specifies the recommendations which the company has not, to date, partially or fully adopted. Pininfarina and its strategic subsidiaries are not required to comply with non-Italian laws that would affect the parent’s corporate governance structure.

4. BOARD OF DIRECTORS 4.1 ELECTION AND REPLACEMENT (as per article 123-bis.1.l) of the CFA) The company is managed by a Board of Directors with a number of members ranging from seven to eleven, depending on the resolution of the shareholders at their ordinary meeting. The directors are appointed by the shareholders who also determine the board’s term of office when appointing it. The appointment and replacement of directors is regulated by ruling legislation, as implemented and integrated, within the allowed limits, by the provisions of the bylaws in compliance with the Code. The provisions of the bylaws that regulate the composition and appointment of the Board of Directors (as summarised below) are adequate to ensure compliance with the provisions of the law as per articles 147-ter and following of the CFA and related implementing regulations. Taking on the role of director is subject to meeting the requirements set by the law, the bylaws and other applicable regulations. A minimum number of directors set by legislation shall meet independence requirements as per article 148.3 of the CFA and those set out in the Code of Conduct. The bylaws do not provide for further independence requirements for directors in addition to those set out in article 148 of the CFA, nor further integrity and/or professionalism requirements in addition to those set out in the codes of conduct prepared by companies managing regulated markets or professional associations. The procedure for appointing and replacing directors is regulated by article 15 of the bylaws. In accordance with article 147-ter of the CFA, under the bylaws, directors are elected through list voting. Only shareholders who, alone or together with other shareholders, hold a number of voting shares equal to the percentage set forth in ruling regulations shall be allowed to file a list. Pursuant to article 144-quater of the Issuers’ Regulation, the ownership percentage required to file lists of candidates is 2.5% of the share capital, as confirmed by Consob with Regulation no. 28 of 30 January 2020. Motions to elect directors submitted to shareholders, together with the candidates’ personal details and professional qualifications, and indications about whether they qualify as independent directors, as defined in point 4.6, must be

11 deposited at the company’s registered office at least 25 days before the date set for the shareholders’ meeting and made available to the public at least 21 days before the date set for the meeting. A shareholder may not file or vote for more than one list, either personally or through a representative or a trustee. Shareholders who belong to the same group or who are party to a shareholders’ agreement concerning the company’s shares may not file or vote for more than one list, either personally or through a representative or a trustee. A candidate may only be placed on one list on penalty of losing the right to be elected. In accordance with article 147-ter.1 of the CFA on the distribution of directors to be elected, lists that at the shareholders’ meeting receive a percentage of the votes equal to less than half of the percentage required shall not be taken into account. Pursuant to article 15 of the bylaws, once the shareholders have determined the number of directors that it plans to elect and the length of their term of office, the procedure outlined below shall be followed: i) all except one of the directors to be elected shall be taken from the list that received the highest number of votes cast by the shareholders, in the consecutive order in which they are placed on the list; ii) the remaining director shall be elected, pursuant to law, from the list that received the second highest number of votes, selecting the first of the candidates who are placed in consecutive order on the list. In accordance with article 147-ter.4 of the CFA, the Board of Directors and the shareholders ensure that the minimum number of independent directors required by ruling pro tempore legislative provisions and regulations are appointed. In order to ensure the election of a minimum number of independent directors (pursuant to article 147-ter.4 of the CFA), a candidate who is placed first in consecutive order on a list must also meet the independence requirements of the relevant laws, as well as those of the Code of Conduct. In accordance with article 147-ter.1-ter of the CFA, the distribution of the directors to be elected is decided using a criterion that ensures a gender balance, with at least 1/3 (one third) of candidates on the lists must belong to the least represented gender. Lists with three or more candidates shall also include candidates of different genders in order to obtain a board composition compliant with relevant laws governing gender balance. If the composition of the Board of Directors does not comply with legislation governing gender balance, the last candidates of the most represented gender elected from the list obtaining the highest number of votes, considering their consecutive order, are replaced by the first candidates of the least represented gender not elected from the same list in the number necessary in order to comply with the above- mentioned regulation. Should there not be candidates of a different gender, the shareholders shall take the necessary consequent resolutions. The rules provided above for the election of the Board of Directors shall not apply unless at least two lists are filed and voted on, nor shall they apply to shareholders’ meetings convened to replace directors during the term of office of the Board of Directors. In such cases, the shareholders shall approve resolutions by a relative majority. When submitting their names as candidates for election, all potential members of the Board of Directors shall sign a statement attesting that they meet the relevant statutory requirements. Specifically, they attest that:  they are not affected by any of the situations referred to in article 2382 of the Italian Civil Code.;  they have never been convicted of a crime, including in countries other than their country of residence;  they meet the integrity requirements of article 147-quinquies of the CFA;  they meet the requirements of article 147-ter.4 of the CFA;  insofar as the candidates standing for election as independent directors are concerned, they meet the requirements of the Code of Conduct. The company is not subject to further provisions in addition to those pursuant to the CFA in relation to the composition of the Board of Directors, such as, for example, industry standards. For further information on the appointment and replacement of directors, reference should be made to article 15 of the bylaws. Finally, pursuant to the bylaws and until the shareholders resolve otherwise, the directors are not required to comply with the non-compete obligation of article 2390 of the Italian Civil Code. Succession plans In accordance with application criterion 5.C.2 of the Code of Conduct, it is noted that, considering the company’s particular shareholding structure, in addition to the experience, expertise and age of the current executive directors managing the company, the Board of Directors has decided that it is not currently necessary for the company to adopt a

12 succession plan for executive directors, deeming the Board, as a whole, to be able to promptly select and appoint new executive directors, should the need arise. However, it is not excluded that the Board of Directors may consider adopting a contingency plan in the future. In addition, should a director leave their position before the end of their term of office, the company shall apply the regulations on co-option provided for by article 2386 of the Italian Civil Code, in compliance with the criteria applicable to the composition of the Board of Directors as per the law and article 15 of the bylaws.

4.2 COMPOSITION (as per article 123-bis.2.d)/d-bis) of the CFA) The shareholders appointed the current Board of Directors at their meeting held on 13 May 2019. All of the directors were appointed from the sole list presented, that of the majority shareholder, PF Holdings B.V., which obtained the majority of votes (41,350,557 in favour and 1 against). The term of office of the Board of Directors, in its current composition, expires when the shareholders’ meeting is called to approve the financial statements at 31 December 2021. At 23 March 2020, the Board of Directors was comprised of the following nine directors, all meeting the professionalism and integrity requirements required by the CFA and the codes of conduct prepared by companies managing regulated markets or professional associations:

 Paolo Pininfarina Chairperson  Silvio Pietro Angori (4) Managing Director and Chief Executive Officer  Manoj Bhat  Romina Guglielmetti (2) (3) Independent director  Chander Prakash Gurnani  Jay Itzkowitz (1) (2) (3) Independent director  Licia Mattioli (1) Independent director  Sara Miglioli (2) (3) Independent director  Antony Sheriff (1) Independent director (1) Member of the Nomination and Remuneration Committee. (2) Member of the Control and Risk Committee. From 13 May to 17 October 2019, the members of the Control and Risk Committee were Romina Guglielmetti, Jay Noah Itzkowitz and Paolo Pininfarina. On 17 October 2019, Sara Miglioli was appointed to the committee to replace Paolo Pininfarina, as detailed herein. (3) Member of the Related Party Transactions Committee. (4) Director Responsible for the Internal Control and Risk Management System. The Board of Directors is comprised of (i) two executive2, (ii) two non-executive and (iii) five independent directors and complies with principles of diversification, including in terms of experience, gender, expertise, age, geographical origin and international perspective. With reference to the number of directors who meet the independence requirements, the composition of the Board of Directors complies with the provisions of the CFA and the Code of Conduct. In addition, (i) the composition of the Board of Directors did not change during the year and (ii) in the period from the reporting date to 23 March 2020 no member of the Board of Directors left the board nor were there any changes in the composition of the Board of Directors. For further information, reference should be made to Table 2 - “Composition of the Board of Directors and its Committees” attached to this Report. Personal and professional background of directors Pursuant to article 144-decies of the Issuers’ Regulation, the personal and professional background of each director is provided below: Paolo Pininfarina – Born in Turin on 28 August 1958. He has a degree in Mechanical Engineering from Turin’s Politecnico University. He began his career at Pininfarina in 1982, with internships at Cadillac, in Detroit, United States, and Honda, in Japan, in 1983. In 1987, he was appointed Chairperson and Managing Director of Pininfarina Extra S.r.l., positions he held until 31 December 2018, as such company was merged into Pininfarina S.p.A. on 1 January 2019. In 1988, he joined the Board of Directors of Pininfarina S.p.A., was appointed Deputy Chairperson in 2006 and has been Chairperson since 12 August 2008. He was appointed Chairperson of the E.B.T. – Exclusive Brands Torino business network in April 2014, of which he had been the Deputy Chairperson since 2011. He became a member

2 Pursuant to application criterion 2.C.1 of the Code of Conduct, the company’s executive directors in 2019 were: (i) the Managing Director, Silvio Pietro Angori and (ii) the Chairperson of the Board of Directors, Paolo Pininfarina, considering his executive role due to the mandates allocated to him by the Board of Directors, as detailed herein. 13 of the LIDE Italia Strategic Committee in early 2015. In April 2019 he was appointed Deputy Chairperson of the ASI (Automotoclub Storico Italiano) association. Silvio Pietro Angori – Born in Castiglione del Lago (PG) on 29 June 1961. He has a degree in Theoretical Physics from La Sapienza University in Rome and a Master Degree of Business Administration from the Booth School of Business at the University of Chicago. In 1989, he was hired by Agusta Helicopters as a research specialist in aerodynamics. In 1990, he joined the Fiat Group as manager of advanced research programs funded by national and transnational government entities. In 1994, he was recruited by Arvin Meritor, in Detroit, where he rose to the position of Vice President and General Manager of the Commercial Vehicle Emissions Division. In 2007, he joined Pininfarina S.p.A. as General Manager for the group. In August 2008, he was coopted by the Board of Directors and his appointment was confirmed by the shareholders at their meeting of 23 April 2009, and he has been serving as Managing Director since that date. Since May 2008 he is the Managing Director of the newco Pininfarina Engineering S.r.l.. Manoj Bhat – Born in Bangalore, Karnataka, India, on 16 March 1973. He is an expert in information technology and engineering services. He has held various corporate planning and development, M&A, strategy and finance positions in companies operating in that sector. He also dealt with start-up and financing transactions for Perot System Corporation and HCL Perot System. In 2013, he was appointed Tech Mahindra’s deputy CFO, with global responsibilities for corporate finance, investor relations and corporate planning. He is currently Tech Mahindra’s CFO and head of the M&A and acquisition strategy departments. Romina Guglielmetti – Born in Piacenza on 18 March 1973. She is a lawyer specialised in corporate governance and corporate law for (listed and unlisted) companies and financial intermediaries. She has wide experience in corporate, banking and financial market laws, including AIM. She has been dealing with legal matters relating to the corporate governance, especially of listed companies and banks, above all in relation to controls and succession plans for years. She is a consultant for the Ministry for Equal Opportunities and sits on the board of Nedcommunity. She is specialised in corporate governance assessment. She is a founding partner of Starclex – Studio Legale Associato Guglielmetti. Romina also previously worked with leading Italian legal studios. She was a member of Pininfarina’s Board of Directors from 29 April 2015 to 30 May 2016, when she resigned for personal reasons. She was reappointed to the board on 3 August 2016. Chander Prakash Gurnani – Born in Neemuch M.P., India, on 19 December 1958. He is a chemical engineer graduated from the National Institute of Technology, Rourkela. He is Tech Mahindra’s Managing Director and CEO. He is a manager with a wide experience in international business development, start-ups, turnarounds, joint ventures, mergers and acquisitions. During his 36-year carrier, he held many senior management positions in HCL Hewlett Packard Ltd, Perot System (India) Ltd and HCL Corp. Ltd. He was also Chairperson of NASSCOM for 2016-2017. Jay Itzkowitz – Born in Ankara, Turkey, on 27 February 1960. He graduated in history from Università degli Studi, Florence, in 1981, in Italian literature and Medieval history from Harvard in 1982 and in law from Rutgers School of Law, Newark, NJ J.D. in 1985. He is an expert, inter alia, in international mergers and acquisitions, was the chief legal affair officer of the Fox Entertainment Group, Los Angeles, from 1992 to 2000, of News International plc until 2001 and of Sky Global Networks, Inc. until 2002. He worked for the Hogal & Hartson law firm in 2003 and 2004, before becoming the partner and senior managing director of Cantor Fitzgerald LP, London, where he worked from 2004 to 2013. From 2013 to 2016, he was the head of the legal affairs of Global Eagle Entertainment, Inc. and he is currently an executive Deputy Chairperson of New York Hockey Holdings LLC. Licia Mattioli – Born in Naples on 10 June 1967, lawyer. She is currently the Managing Director of the jewellers Mattioli S.p.A. and is particularly active in industrial associations. She is the Deputy Chairperson of Confindustria for the internalisation and attraction of investments and Deputy Chairperson of Compagnia di San Paolo. She is a member of the general committee of Confindustria and the North-West area committee of Unicredit, director of the European School of Management Italy (ESMI) Board, ICE – Agenzia per la promozione all’estero e l’internazionalizzazione delle imprese italiane (the Italian Trade Agency), SIAS S.p.A. and the Italian-Chilean Chamber of Commerce. She has been a member of Pininfarina’s Board of Directors since 29 April 2015. Sara Miglioli – Born in Brescia on 31 October 1970. She graduated in law from the University of Parma in 1993, when she joined the Rampinelli law firm. In 2003, she became partner and head of the Brescia office of Osborne Clarke. Since 2010, she has been qualified to plead at the bar of the Supreme Court of Cassation. She has gained considerable experience in the real estate sector. Antony Sheriff – Born in Switzerland on 12 July 1963. He graduated in mechanical and economic engineering from the Swarthmore College, Pennsylvania (USA) in 1985. Between 1988 and 1994, he worked as a managing consultant for Mckinsey & Company Inc.. From 1996, he worked for Fiat, first as the head of Fiat Punto, Lancia Y and Fiat Barchetta. subsequently, from 1997 to 2001, as product development officer and, lastly, in 2002, as the marketing deputy chairperson and member of Fiat-Lancia’s executive committee. Between 2003 and 2013, he was the general manager and a member of the board of directors of McLaren Automotive Ltd. He is currently a consultant for boards of directors and executive committees of already-operative companies and start-ups of the automotive and luxury sectors.

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Some of the company’s directors serve as officers at other listed companies or companies that are significant because of their size. The positions held by each director are listed below: - Romina Guglielmetti: at other listed companies, she is an independent director, Chairperson of the control and risk committee and member of the independent directors of Tod’s S.p.A., independent director, Chairperson of the control and risk committee and member of the remuneration committee of Servizi Italia S.p.A., standing statutory auditor of Enel S.p.A., independent director and Chairperson of the risk committee of Compass Banca S.p.A., and independent director of MB Facta S.p.A.. - C.P. Gurnani: at other listed companies, he is Managing Director and Chief Executive Officer of Tech Mahindra Ltd, director of Comviva Technologies Ltd (listed on the Indian stock exchange), Mahindra Educational Institutions, Tech Mahindra Foundation and T-Hub Foundation. - Licia Mattioli: at other listed companies, she is director of Sanlorenzo S.p.A.. She is also the Managing Director of Mattioli S.p.A. (since 2013), deputy chairperson of Confindustria for the internalisation and attraction of investments, deputy chairperson of Compagnia di San Paolo, member of the North-West area committee of Unicredit, director of European School of Management Italy (ESMI), director of Invitalia Global Investment, deputy chairperson of the Leonardo Committee, and director of Fondazione Teatro Stabile in Turin. - Antony Sheriff: he is Executive chairperson and Managing Director of Princess Yacht International plc, director of Rivian Automotive LLC and member of the advisory committee of Aeromobili sro and Rimac Automobili dd. Diversity policies In 2019, the company did not adopt ad hoc formalised diversity policies related to members of the management and control bodies as such policies, inter alia, are included in the bylaws. As seen during the board review (see paragraph 4.3 of the Report, the members of the Board of Directors (unchanged from the previous board) have the characteristics to ensure an adequate level of diversity in terms of age, gender, education and professional career). Specifically, the composition of the current Board of Directors meets diversity criteria, including with regard to gender, recommended by the Code of Conduct, as there are three members of the least represented gender (out of a total of nine members). With regard to education and professional career, there are members of varying experience on the Board to the benefit of the optimal management of the company. Specifically, (a) four directors have in-depth legal expertise (in different sectors), (b) four have long-term experience in the specific business of the group and (c) one is expert in international financial issues. The diversity of the directors’ professional profiles and education (shown above) ensures that the Board has the suitable expertise needed to adequately run the company. Maximum number of positions held in other companies Considering the current and potential future commitments of its members and the fact that seven of its nine members are not executive, the Board of Directors did not define general criteria regarding the maximum number of management and control positions that can be held at other companies. Indeed, the Board trusts the individual directors with assessing any conflicts between such positions and effectively performing their duties as director of the company. In accordance with the recommendations of article 1 of the Code of Conduct, each member of the Board of Directors is obliged to resolve in an informed and autonomous manner, pursuing the goal of creating value for shareholders in the medium/long-term and undertaking to dedicate the time required to ensure diligent exercising their duties in their role in the company, regardless of positions held outside the company, fully aware of the inherent responsibilities to the position held. To this end, when offered the position of director at the company and regardless of the limitations set by the applicable law and regulations, each candidate assesses their ability to perform the duties allocated to the position with due attention and effectiveness, particularly taking into considering the overall commitment required by positions held outside the Pininfarina Group. Induction programme In line with the Code of Conduct on the effective and knowledgeable performance of their role by each director, the Chairperson and the Managing Director, following the appointment of the Board of Directors, the new directors were provided with adequate illustration of the company’s sector, its dynamics and their development, as well as the relevant legislation and codes of conduct.

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In view of the (i) experience of the company’s areas of business and (ii) knowledge of company dynamics and regulatory framework gained by the majority of its directors in previous terms of office, no Induction Programme was established. In relation to application criterion 2.C.2 of the Code of Conduct, it is noted that: (i) most of the directors have in-depth knowledge of the affairs and dynamics of the company and the group, also due to their productive terms of office, and (ii) the number of Board meetings - with many directors also sitting on committees - ensures that the directors (and statutory auditors) are constantly updated on the situation of the company and the market situation, as well as the main issues related to the group’s operations and performance. During the year, the directors duly attended Board of Directors’ meetings, during which the board discussed the main issues related to the operations and performance of the company and the group. Thanks to such meetings, the attendees, including the statutory auditors, were provided with adequate information on activities underway and the company and group business, in addition to the relevant legislation and codes of conduct.

4.3 FUNCTIONS OF THE BOARD OF DIRECTORS (AS PER ARTICLE 123-BIS.2.D) OF THE CFA) Meetings and rules of operation The Board of Directors held eight meetings in 2019, with an average attendance of 80%. The meetings lasted about one and a half hours on average. Information on the attendance of individual directors at meetings is provided in Table 2 attached to this Report, to which reference should be made. Six meetings have been planned for the current year, including three already held at the date of this Report (on 17 and 25 February and 23 March). The bylaws formalise adequate operating procedures for the Board of Directors, in addition to setting out adequate information flows, work methods and the timing of meetings. These ensure the correct and efficient operation of the Board of Directors, as well as the timeliness of its actions. As per article 18 of the bylaws, the Board of Directors usually meets at least quarterly. The meetings are convened by the Chairperson or other eligible party any time they deem it necessary, as well as when at least four directors or a company body make a written request. In order to enable the members of the Board of Directors to perform their duties in an informed manner, the Secretary to the Board of Directors, working under the direct supervision of the Chairperson and the Managing Director, ensures that the directors are informed about major changes in the laws and regulations that affect the company and its bodies. The same information is also provided to the Board of Statutory Auditors. The prompt and complete supply of information prior to board meetings is ensured thanks the involvement of the relevant company bodies which see to and coordinate the preparation of documentation needed on a case-by-case basis for the specific issues on the agenda. In order to ensure that the directors are able to make informed decisions and an accurate and complete assessment of the facts submitted to the Board of Directors, the Chairperson of the Board of Directors, coordinating with the Office of the Corporate Secretary, ensures that the directors receive the relevant documentation and information sufficiently in advance of the Board meeting, taking into due consideration any privacy or price sensitivity requirements connected to certain topics, in addition to any urgency linked to certain issues. The deadline considered suitable for submitting documentation before each meeting (which can vary from time to time, depending on the individual case, from three to five business days) was generally met. If it is not possible to provide the required information in advance, the Chairperson of the Board of Directors ensures that adequate and precise in-depth information is provided during the Board’s meetings. Meetings are held in compliance with the instructions set out in article 1 of the Code of Conduct. Specifically, the Chairperson of the Board of Directors makes sure that enough time is dedicated to each issue on the agenda to allow constructive discussion, encouraging directors to contribute during the meetings. Minutes are taken of the Board’s meetings by the Secretary. In the circumstance and in the manner established by the Chairperson on a case-by-case basis, company managers and employees, representatives of the independent auditors and consultants may be invited to attend Board meetings if their presence is deemed helpful for the topics to be discussed (solely for the duration of the discussion of the relevant topics) or for carrying out tasks.

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Specifically, the Manager in Charge of Financing Reporting and the Internal Audit Manager were invited to attend the Board of Directors’ meetings in order to provide the directors and statutory auditors with suitable information on the topics on the agenda. Duties The Board of Directors is a central body in the company’s corporate governance system and plays a leading role in steering and managing the Issuer. In accordance with the Italian Civil Code, the Board of Directors is charged with overseeing the company’s operations. As per article 21 of the bylaws, the Board of Directors has all of the ordinary and extraordinary powers needed to govern the company, and has jurisdiction over all matters that the law and the company’s bylaws do not expressly reserve for the shareholders. Notwithstanding the provisions of paragraph 4.4 herein, in addition to issuing non-convertible bonds, the Board is also responsible for resolving on: (i) incorporating or merging companies, within the limits provided by law; (ii) setting up or closing branches; (iii) indicating which of the directors are representatives of the company; (iv) reducing the share capital should a shareholder withdraw; (v) amending the bylaws to make them compliant with statutory requirements; (vi) transferring the registered office within Italy. In addition to the unavoidable duties provided for by law and the bylaws, the Board of Directors of Pininfarina is also responsible for: i) examining and approving the strategic, business and financial plans of the company and the group prepared by the parent’s internal functions with the assistance of subsidiaries; ii) defining the Issuer’s corporate governance system, and iii) providing information about its structure to the subsidiary (optional). During the year, the Board of Directors assessed the adequacy of the organisational, general administrative and accounting structure, specifically with reference to the Internal Control System and conflicts of interest, based on the information it receives from the Chairperson, the Managing Director, the other directors and the Advisory Committees. It also compared the company’s actual performance with projected results. Specifically, especially through the Director Responsible for the Internal Control and Risk Management System, the Board of Directors ensures that the main risks that Pininfarina is subject to due to its business are being constantly identified and monitored, specifically determining criteria of compatibility with correct management of the group. During the year, the Board of Directors made such assessments taking into consideration: i) the activities carried out by the Director Responsible for the Internal Control and Risk Management System; ii) the opinion of the Control and Risk Committee which, during its meetings (see paragraph 10 herein) had the occasion to ascertain the substantial adequacy and effective functioning of the Issuer’s Internal Control and Risk Management System as a whole. Specifically, during its meeting held on 5 August 2019 to approve the group’s 2019 interim report, the Board of Directors acknowledged the substantial adequacy of the Issuer’s organisational, administrative and accounting structure with particular reference to the Internal Control and Risk Management System, as assessed by the Control and Risk Committee. Furthermore, the Board of Directors assessed the adequacy of the organisational, general administrative and accounting structure of the company and the group, by quarterly checks carried out with the Internal Audit Manager and the assistance of external consultants and by maintaining ongoing exchange of information with the Independent Auditors. For further details on the company’s Internal Control System, reference should be made to Section 11 - “Internal control system”. In compliance with the recommendations contained in article 1.C.1.e) of the Code of Conduct, during the year, the Board of Directors assessed the general operating performance at least every three months, particularly taking into consideration information received from the Managing Director, and periodically comparing the company’s actual performance with projected results, on the basis of the company’s strategic, business and financial plans. Based on recommendations by the Nomination and Remuneration Committee and after consulting the Board of Statutory Auditors, the Board of Directors also determines the remuneration of the Chairperson, the Managing Director and other directors with special roles. The full amount of the fees payable to the Board of Directors is decided by the shareholders and the Board of Directors determines how it should be allocated among the directors.

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Notwithstanding the provisions of article 21 of the bylaws, the Board of Directors has sole jurisdiction over reviewing and the prior approval of the most important transactions of the company and the group when they are strategically and financially material for the Issuer and/or the group. The Board of Directors sets limits, including in terms of size, for highly significant transactions, beyond which decisions must be made by the Board collectively (see paragraph 4.4 herein). In addition to the parameters related to size, whether or not a transaction is material is defined based on its medium/long-term impact on financial parameters such as, for example, equity and net financial position. Board review In compliance with the recommendation included in article 1.C.1.g of the Code of Conduct, the Board of Directors evaluated its effectiveness and that of its Committees in terms of their composition, size and rules of operation positively (the board evaluation). This evaluation was performed initially at the first Board meeting convened following its election by the shareholders at their meeting in 2016 and was repeated in 2017, in a combined manner, at the meeting held on 23 November 2017. The Board of Directors did not carry out the board evaluation in 2018 due to its plans to renew the assessment of the functioning of the Board of Directors and its Committees, in addition to their respective size and composition, in the first quarter of 2019 considering that a new Board of Directors would be appointed by the shareholders at their meeting to approve the financial statements at 31 December 2018. The purpose was to reflect the results in the indications that the outgoing Board of Directors would provide to the shareholders, in compliance with the recommendation contained in article 1.C.1.h) of the Code of Conduct. The review carried out in the first quarter particularly focused on: (i) the adequacy of the Board’s size for the company’s organisational structure; (ii) the adequacy of the Board’s composition, also with regard to the age of the directors, gender representation and professional skills and experience, for the company’s operations including with reference to the professional figures on the Board; (iii) the number, expertise, authority and availability in terms of time of the non-executive and/or independent directors; (iv) the timeliness and thoroughness of the information and documentation provided to members of the Board of Directors and its Committees prior to their meetings, in addition to the analysis made during such meetings; (v) the adequacy of the information provided by the Managing Director for the purposes of the assessment of the company’s general performance and outlook; (vi) the compatibility of administration and control positions held by each member of the Board of Directors with their effective performance of the duties of a company director; (vii) the adequacy of the expertise of the directors in relation to the sustainable levels of risks the company is exposed to; (viii) the adequacy of the remuneration of the directors and key management personnel in relation to the objective of creating value for shareholders in the medium to long term; and, finally, (ix) expressing opinions on the best composition of the Board of Directors considering its upcoming renewal of term. The outcome of the board review was essentially positive with the directors giving an overall good assessment of the significant topics (such as a positive atmosphere among the board members and the quality of the discussions held thereby, the quality and thoroughness of preparatory documentation for meetings and information on strategic issues, in addition to the transparent and constructive relations between the Chairperson, Managing Director and other directors). Moreover, the directors did not give a negative assessment of any significant topics. According to the benchmarking results, Pininfarina is among the top companies used as a reference sample; it operates in line with the best Italian and international governance practices. The directors’ assessment of the functioning of the Board of Directors and its Committees was positive overall. Indeed, the review shows that: i) all Board members contribute to Board meetings, their mixed expertise enabling issues on the agenda to be analysed and investigated from various viewpoints, thus elevating the level of the Board’s discussion; ii) documentation provided prior to board meetings is thorough, clear, available, timely and, overall, such to enable each director to adequately prepare for Board meetings and to participate and act in an informed manner. The shareholders did not amend the provision of the bylaws pursuant to which the directors are not required to comply with the non-compete obligation of article 2390 of the Italian Civil Code. In any event, there are no critical issues in this area.

4.4 DELEGATED BODIES Managing Director As per article 23 of the bylaws, “the Board of Directors can appoint its members as one or more chief executive officers and can appoint an Executive Committee. It can also assign special roles to individual directors, including with the ability to appoint proxies, formalising the appointments by law, in addition to the remuneration”. Pursuant to article 2381 of the Italian Civil Code, the Board of Directors assigned the Managing Director, Silvio Angori, with all the ordinary and extraordinary powers needed to govern the company, expressly excluding issues that are required to be approved by the Board of Directors collectively by law and the bylaws, in addition to those indicated herein.

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In addition to those required by the law and provided for by the Code of Conduct, certain decisions must be made by the Board collectively. These issues include:  acts of disposition involving quotas, rights or shares, companies, business units, real estate or trademarks with a value exceeding €2 million;  establishment of pledges, mortgages, loans or encumbrances on corporate assets with a value exceeding €2 million;  signing contracts with an annual cost exceeding €5 million, except for engineering contracts, with an annual cost exceeding €20 million;  financial indebtedness transactions exceeding €5 million;  granting of any guarantee, mandatory or involving collateral, or letters of patronage for amounts exceeding €2 million. Notwithstanding the above, detailed information on the powers of the Managing Director (who is also the General Manager) is provided in Table 5 – “Management authority of the Managing Director” attached to this Report. Pursuant to application criterion 2.C.5 of the Code of Conduct, it is noted that there are no interlocking directorates. Chairperson of the Board of Directors The Chairperson of the Board of Directors is assigned powers required by law and the bylaws with regard to the functioning of the company’s bodies and acting as the company’s legal representative with third parties. On 13 May 2019, the Chairperson of the Board of Directors was assigned the following institutional and non-executive mandates: (i) supervise and protect the Pininfarina brand, identity and heritage within the Pininfarina Group; and (ii) ensure active support to the partnership between Pininfarina and Automobili Pininfarina (the “Chairperson’s mandates”), without it being considered executive power. On 7 October 2019, the Chairperson of the Board of Directors informed the Board of Directors and the Board of Statutory Auditors that, due to the Chairperson’s mandates, he was more involved in frequent daily company activities oriented towards decision making, especially in relation to design, characterised by an operating nature. Accordingly, also considering the time he dedicates to performing his duties, he informed the Boards that his role no longer qualifies as non-executive as he has now become a de facto executive director. The Chairperson is not the company’s majority shareholder nor does the Chairperson hold the position of Chief Executive Officer. Executive Committee An Executive Committee has not been established. Reports to the Board of Directors The Chairperson and the Managing Director report to the Board of Directors promptly, usually when the Board is in session, and at least once every three months, about the work they have performed and about highly significant operating and financial transactions carried out by the company or its subsidiaries, with special emphasis on atypical or unusual transactions or transactions that could give rise to a conflict of interest, including related party transactions. Pursuant to article 18 of the bylaws, the same information is provided to the Board of Statutory Auditors within the deadlines and in the manner set forth in said article.

4.5 OTHER EXECUTIVE DIRECTORS As per application criterion 2.C.1 of the Code of Conduct3, the company’s executive directors in 2019 are: (i) the Chairperson of the Board of Directors, Paolo Pininfarina, and (ii) the Managing Director, Silvio Angori, who is also the Sole Director of Pininfarina Engineering S.r.l., a company set up in May 2018.

4.6 INDEPENDENT DIRECTORS In compliance with the recommendations of article 3 of the Code of Conduct and as per the provisions of the bylaws, the current Board of Directors includes five independent directors (Guglielmetti, Itzkowitz, Mattioli, Miglioli and

3 Pursuant to application criterion 2.C.1 of the Code of Conduct, inter alia, “The Issuer’s executive directors are: - the managing directors of the issuer or one of its strategically significant subsidiaries, including the relevant chairpersons when they are allocated individual managerial proxies or when they have a specific role in developing company strategies; - directors with managerial positions at the issuer or one of its strategically significant subsidiaries, or the parent when the position also refers to the issuer”. 19

Sheriff), who were elected in this capacity by the shareholders at their meeting of 13 May 2019 as they met the requirements set by the CFA and/or the Code of Conduct. Therefore, there is an adequate number of independent directors. As recommended by the Code of Conduct, substance prevails over form in deciding whether a director qualifies as an independent director. Specifically, directors qualify as independent directors if: a) they do not own, directly, indirectly or on behalf of third parties, equity investments in the company; b) during the previous three years, they were not a major player with regard to the company, one of its strategically significant subsidiaries or a company or other legal entity that, either directly or through a shareholders’ agreement, was able to control the company or exercise a significant influence over it; c) they are not or have not been parties during the previous year, whether acting directly, indirectly or on behalf of third parties, to significant commercial, financial or professional transactions with the company, its subsidiaries, its executive directors or the shareholder or group of shareholders who controls the company, when such transactions are large enough to affect the director’s independent judgement; d) during the previous three years, they were not employed by the parties referred to above; e) they do not receive, or did not receive during the previous three years, from the company or one of its subsidiaries, remuneration of a significant amount in addition to the fee for services rendered as a non-executive director of the company, including participation in incentive plans tied to the company’s performance; f) they did not serve as a company director for more than nine of the last 12 years (in such instances, independence will be assessed on a case-by-case basis); g) they do not serve as executive directors at another company where an executive director also serves as a director; h) they are not shareholders or directors of a company or other legal entity that serves as the company’s independent auditors; i) they are not part of the immediate family of a person who is in one of the positions described in the items listed above. A director’s independent status is not impaired by the following situations: nomination or election to the company’s Board of Directors with the favourable vote of the shareholder or group of shareholders who controls the company; service as director on the Board of the company or its subsidiaries and receipt of the related fees; and membership on one or more Advisory Committees. Independence, as defined above, is necessary to effectively reconcile the interests of the different components of the company’s shareholding structure and meeting the expectations of the financial markets. In order to check independence requirements and in line with best practice, on 5 August 2019, the Board of Directors adopted the “Procedure to verify directors’ independence” (the “Procedure to verify independence”). The Procedure to verify independence regulates the process to check independence requirements, specifically providing that: i) candidates for independent director shall issue a statement when submitting the lists stating their compliance with the independence requirements of the bylaws (referencing article 148.3 of the CFA as referenced in article 147.ter.4 of the Code of Conduct; the “independence requirements”); ii) the Board of Directors shall collectively assess the independence of each director (with the interested party abstaining) on the basis of such information and statements: - at their first meeting following their appointment; - at least once every six months, between 30 June and 31 December. Verifications that directors meet the independence requirements were carried out by the Board of Directors upon its appointment (on 13 May 2019) and upon the six-monthly verification of independence requirements (on 13 November 2019) in accordance with the Procedure to verify independence. Based on the statements made by independent directors, the Board of Directors checked that they complied with independence requirements. The Board of Statutory Auditors checked that the verification criteria and procedures adopted by the Board of Directors to assess the independence of its members were being properly applied. Directors are obliged to promptly inform the Board of Directors of any changes related to requirements, including independence requirements.

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The findings of the Board of Directors are communicated promptly to the financial markets if they show that changes have occurred since the previous communication. Furthermore, the independent directors checked that there were no specific significant issues related to their role as independent directors at and prior to the Board of Directors’ meetings during the year. Finally, the independent directors did not hold any meetings without the other directors during the year. 4.7 LEAD INDEPENDENT DIRECTOR Given the current allocation of roles and proxies within the Board of Directors, the appointment of a Lead Independent Director is not necessary as the requirements of application criterion 2.C.3 of the Code of Conduct do not apply.

5. PROCESSING OF COMPANY INFORMATION The Board of Directors follows special procedures to protect the confidentiality of  classified information, and/or  inside information, i.e., as per article 7 of Regulation (EU) no. 596/2014 on market abuse (“MAR”), “information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments” (“Inside Information”), made available to directors, statutory auditors, senior executives, employees or independent contractors who may have access thereto. Communications to financial markets and company investors are made in accordance with the “Procedure for the management of inside information” (the “Inside Information Procedure”) approved by the Board of Directors on 27 February 2017 implementing the Market Abuse Regulation and the related implementing measures. Internal management and external communication of Inside Information related to Pininfarina and its subsidiaries are managed under the Inside Information Procedure. The code of conduct for such procedure aims to implement the organisational defences required for correctly managing information flows, treating Inside Information, correctly activating delay procedure and disclosing such information to third parties (under specific conditions) and the financial markets. The company’s Inside Information Procedure (to which reference should be made for further details) is available on its website at the following address: https://pininfarina.it/wp-content/uploads/2018/10/procedura-informazioni-privilegiate- ita-sito-1.pdf The Managing Director supervises the proper handling and disclosure of Inside Information to the public and the authorities. Special attention is paid to avoiding situations that involve abuse of Inside Information and manipulation of the financial markets, as defined in the Market Abuse Regulation and title III, chapter I, of part IV of the CFA. Accordingly, the company established a register of parties with access to Inside Information, as required by article 115- bis of the CFA. Insofar as company employees are concerned, the strict implementation of article 115-bis of the CFA, coupled with an ongoing informational process, appear to be sufficient to monitor compliance with the confidentiality obligation applicable to inside information. Disclosures of company information to the regulatory authorities and the public (including shareholders, investors, financial analysts and journalists) are provided within the deadlines and in the manner set forth in the applicable statutes and in compliance with the principle of equal access to information. Such information is also posted on the Pininfarina website. As a rule, information is disclosed by the following company departments, in agreement with the Managing Director:  Office of the Corporate Secretary, for direct disclosures to regulatory authorities and shareholders;  Communications and Image Department, for direct disclosures to the press;  Investor Relations Department, for direct disclosures to institutional investors. All directors are required to treat as confidential any document or information they may become privy to in discharging the duties of their office and must comply with the procedures referred to above to disclose said documents or information to the public.

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6. INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS (AS PER ARTICLE 123-BIS.2.D) OF THE CFA) In compliance with corporate governance best practice adopted by listed companies and the recommendations of the Code of Conduct, the Board of Directors set up internal Advisory Committees to investigate, advise and make recommendations, comprised solely or in the majority (depending on the case) by independent directors, in order to support the Board of Directors in making decisions on specific matters. Specifically, implementing the recommendations of articles 4-7 of the Code of Conduct, the Board set up the Nomination and Remuneration Committee and the Control and Risk Committee. The Board of Directors deemed it suitable to set up (i) a Nomination and Remuneration Committee, comprised of three independent directors, considering the number of directors and their characteristics and in relation to the company’s size and organisational requirements; (ii) the Control and Risk Committee, comprised of independent directors, which, following adequate investigations, is in charge of supporting the Board of Directors’ assessments and decisions on the Internal Control and Risk Management System. The rules of operation and characteristics of the Advisory Committees are defined in line with the Code. The Control and Risk Committee and the Nomination and Remuneration Committee elect their own Chairperson, and their meetings are convened by the Committee Chairperson or their deputy. Meetings are convened in writing — which includes fax or e-mail communications — at least three days prior to the date of each meeting. In urgent cases, 24-hour notice is sufficient. Written minutes are kept of Committee meetings. Such resolutions serve only to provide advisory support and recommendations and are not binding in any way on the Board of Directors. The Chairperson reports on them to the Board of Directors at its next meeting. None of the functions that the Code allocates to the Advisory Committees was reserved to the Board of Directors. For further information on the characteristics of such Committees, reference should be made to sections 7/8 on the “Nomination and Remuneration Committee” and section 10 on the “Control and risk committee”. At the date of this Report, there were no other committees in addition to those recommended by the Code of Conduct. Related Party Transactions Committee - composition, duties and rules of operation In addition to the Nomination and Remuneration Committee and the Control and Risk Committee, the Board of Directors set up the Related Party Transactions Committee to ensure an efficient information and consultation system helping the Board to accurately assess related party transactions in compliance with the Consob Related Party Regulation. Reappointed on 13 May 2019, the Related Party Transactions Committee is comprised of three directors, all non- executive and independent, as follows:  Jay Itzkowitz (Chairperson);  Romina Guglielmetti;  Sara Miglioli. In 2019, the Related Party Transactions Committee met three times, with an average attendance of 90%. On average, meetings lasted about 45 minutes. There are approximately five meetings scheduled for the current year. The first two were held on 17 and 21 February. The duties set out in the Regulation for related party transactions are entrusted to the Related Party Transactions Committee, including:  expressing non-binding reasoned opinions regarding the company’s interest in executing so-called “less significant” related party transactions and whether the transaction is advantageous for the company and its terms are substantively fair;  assisting the Managing Director in the investigation and negotiation stage, as well as expressing binding opinions regarding the company’s interest in executing so-called “more significant” related party transactions and whether the transaction is advantageous for the company and its terms are substantively fair. The operations of such committee are regulated by article 6 of the Regulation for related party transactions, under which: “6.1 The Committee is established and operates in accordance with, inter alia, the principles of the Code of Conduct. Accordingly:

22 a) minutes must be prepared for Committee meetings and the Chairperson will report on the meeting to the Board of Directors at the first opportunity; b) the Committee has the right to access the information and company departments necessary in order to perform its duties. It may also use independent advisers within the limits established by the board of directors and, with respect to Related Party Transactions, within the limits established by this Regulation; c) non-members may participate in the Committee meetings upon the Committee’s invitation and depending on the points on the agenda; d) the Committee’s resolutions are considered valid if the majority of its members in office are present. Resolutions are passed with the favourable vote of the absolute majority of those present. Meetings are considered valid even if they are held via video-conference or conference call, provided that the Chairperson and others can identify all participants, that they can follow the discussion, take part in the discussion of the matters in real time, receive the documentation and transmit it. In this case, the Committee’s meeting is considered to have been held in the Chairperson’s location. 6.2 The Committee has the roles and responsibilities assigned to it by Consob’s Regulation for the committee comprised of Independent Directors only. 6.3 All members of the Committee must be Unrelated Independent Directors with respect to the specific transaction in question according to their reciprocal duties. If they are not, the following principles apply: (a) if one or more members of the Committee is Related, the remaining members replace them with one or more Unrelated Independent Directors; (b) if there is not a sufficient number of Unrelated Independent Directors on the Board of Directors to integrate the Committee, their duties will be performed by the remaining Unrelated Independent Directors or, if necessary, by the only remaining Unrelated Independent Director; (c) if there are no Unrelated Independent Directors on the Board, the duties are performed by the Board of Statutory Auditors – and the provisions of article 2391.1.1 of the Civil Code apply to its members – or, alternatively, by an independent expert appointed by the Board of Statutory Auditors; (d) if there are two remaining Unrelated Independent Directors and there is a divergence of opinion, the opinion is issued by the Board of Statutory Auditors – and the provisions of article 2391.1.1 of the Civil Code apply to its members – or, alternatively, by an independent expert appointed by the Board of Statutory Auditors.”

7/8. NOMINATION AND REMUNERATION COMMITTEE Composition and activities The Nomination and Remuneration Committee is comprised of three non-executive and independent directors equipped with the professional competence and experience necessary to perform the Committee’s duties. Reappointed on 13 May 2019, the members of the Nomination and Remuneration Committee are:  Antony Sheriff (Chairperson);  Jay Itzkowitz;  Licia Mattioli. With regard to the committee’s advisory functions regarding remuneration, two members of the Nomination and Remuneration Committee have adequate expertise about financial and/or remuneration matters. The Committee’s work is coordinated by a Chairperson and minutes are regularly taken at the meetings. The Chairperson reports on them to the Board of Directors at its next meeting. The Board of Statutory Auditors and other parties whom the committee wishes to invite in relation to individual issues on the agenda may attend Committee meetings (without being allowed to vote) in order to provide information and express expert opinions or whose presence could help the committee best perform its duties. In accordance with application criterion 6.C.6 of the Code, directors shall refrain from attending a committee meeting in which a proposal about their fees is being discussed for submission to the Board of Directors. In 2019, the Nomination and Remuneration Committee held two meetings, with an average 80% attendance by its members. The meetings lasted about one hour on average. There are four meetings scheduled for 2020. The first two were held on 20 and 23 March.

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For further information, reference should be made to Table 2 - “Composition of the Board of Directors and its Committees” attached to this Report, in addition to the Remuneration Report available on the company website. Nomination and Remuneration Committee - functions In accordance with article 6 of the Code, the Nomination and Remuneration Committee provides the Board of Directors with research and advisory investigation support and recommendations for its assessments and decisions related particularly to the composition of the Board of Directors and the remuneration of the directors, other Directors with special duties and key management personnel. Specifically, the committee submits proposals to the Board of Directors when the Board is required to replace one or more directors, including independent directors, and in cases of early termination of its term of office or when it is asked to submit a motion to the shareholders called in a meeting to nominate candidates to the Board of Directors. The Committee also submits proposals to the Board of Directors concerning the remuneration of the Chairperson, the Managing Director, the General Manager and directors with special roles. In formulating its proposals, the Committee takes into account the positions already held by candidates for the office of director. The Committee also makes recommendations to the Board of Directors concerning the appointment and/or replacement of directors to other Advisory Committees, except when the Board takes action on its own. Lastly, the Committee provides advisory support regarding the size and composition of the Board of Directors and concerning the professional competencies that should be represented on the Board. In the course of its activities, the Committee was provided with access to the information and company departments needed to perform its duties. The Committee was not provided with a specific expense budget. For further information, reference should be made to the Remuneration Report available on the company website.

9. DIRECTORS’ FEES

For information regarding directors’ fees, reference should be made to the Remuneration Report prepared pursuant to article 123-ter of the CFA (and, particularly, section 1 thereof), available at the company’s registered office and on its website.

10. CONTROL AND RISK COMMITTEE Composition and activities In compliance with principles 7.P.3.a).(ii) and 7.P.4 of the Code, the company’s Board of Directors appointed the following to the Control and Risk Committee on 13 May 2019:  Romina Guglielmetti (Chairperson);  Jay Itzkowitz;  Paolo Pininfarina. The composition of the Control and Risk Committee changed during the year following Paolo Pininfarina’s resignation from the Committee on 7 October 2019 (the “resignation”). Following such resignation, the independent director Sara Miglioli (also a member of the Related Party Transactions Committee) was appointed to the Committee on 17 October 2019. At 23 March 2020, the Control and Risk Committee is comprised of three directors, all non-executive and independent, as follows:  Romina Guglielmetti (Chairperson);  Jay Itzkowitz;  Sara Miglioli. Committee members have suitable expertise in legal, financial, accounting and/or risk management matters, as checked by the Board of Directors upon their appointment. The committee’s activities are coordinated by the Chairperson, Romina Guglielmetti, who prepares the tasks of the committee - with the support of the company departments and, specifically, the Internal Auditor, Raffaella Rospetti - chairs the committee and manages, moderates and coordinates its meetings.

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Minutes are kept of all Committee meetings. The Chairperson reports on each one to the Board of Directors at their next meeting. Furthermore, the Chairperson signs the minutes of the Control and Risk Committee’s meetings, duly prepared with the support of a secretary (a member of the Office of the Corporate Secretary) and kept in a specific book, in compliance with application criterion 4.C.1.d of the Code of Conduct. In 2019, the Control and Risk Committee met four times (once with its current members, following the resignation), with an average attendance of 75%. The meetings lasted about an hour and a half on average. There are approximately four meetings scheduled for 2020. Two were already held on 17 February and 23 March. The following parties may also attend Committee sessions (but are not allowed to vote): the Chairperson of the Board of Statutory Auditors, the Director Responsible for the Internal Control and Risk Management System and the Internal Audit Manager, as well as, on invitation of the Chairperson of the Committee, the Managing Director, directors or managers of internal control department or other departments whose presence the Committee deems necessary or helpful for correctly dealing with the items on the agenda . In addition to members of the Board of Statutory Auditors, the committee invited the following to attend its meetings held during the year to discuss individual items on the agenda: i) the Managing Director, in his role as the Director Responsible for the Internal Control and Risk Management System; ii) the Internal Audit Manager; iii) the Finance Department Manager, in addition to the Manager in Charge of Financial Reporting; iv) representatives of the Independent Auditors; v) members of the Supervisory Body. In the course of its activities, the committee was provided with access to the information and company departments needed to perform its duties. For further information, reference should be made to Table 2 - “Composition of the Board of Directors and its Committees” attached to this Report.

Control and Risk Committee - functions Following adequate investigations, the committee provides the Board of Directors with advisory support and recommendations for the Board’s assessments and decisions in relation to the Internal Control System and the approval of financial reports. Specifically, in accordance with article 7 of the Code of Conduct, the committee: a) supports the Board of Directors in the performance of its duties under the Code with regard to the Internal Control System; b) supports the Board of Directors in defining the guidelines for the Internal Control System so that the main risks related to the Issuer and its subsidiaries can be correctly identified, suitably measured, managed and monitored, determining the criteria of compatibility between such risks and the sound and proper management of the company, in line with the strategic goals identified; c) working with the Manager in Charge of Financial Reporting and after having consulted the independent auditors and the Board of Statutory Auditors, evaluates the proper application of the accounting principles, including with respect to the consolidated financial statements; d) at the request of the Managing Director, advises on issues related to mapping the main business risks and designing, implementing and managing the Internal Control and Risk Management System; e) reviews the periodic assessment reports on the Internal Control and Risk Management System and the particularly significant reports of the Internal Audit Department; f) reviews the work plan prepared by the Internal Audit Manager; g) monitors the autonomy, adequacy, efficiency and effectiveness of the Internal Audit Department; h) if required, exercises the right to ask the Internal Audit Department to perform checks on specific operating areas, while reporting thereon to the Chairperson of the Board of Statutory Auditors; i) after having consulted the Board of Statutory Auditors, supports the Board of Directors in assessing the findings noted in the report of the independent auditors and any management letter and the report on significant matters arising during the audit; 25 j) reports to the Board of Directors, at least once a week, as a rule at the Board’s meetings held to approve the annual and interim financial reports, on the work it has performed and on the effectiveness of the company’s Internal Control and Risk Management System; k) following adequate investigations, supports the Board of Directors’ assessments and decisions on managing risks deriving from detrimental events brought to its attention. During the year, specifically at the Board of Directors’ meetings held to approve the 2018 annual financial report, the 2019 interim financial report and, lastly, the 2019 annual financial report (held on 23 March 2020), the Chairperson of the Control and Risk Committee presented the activities carried out by the committee and its assessments on the adequacy and efficiency of the Internal Control System. During the year, the Control and Risk Committee expressed its opinion, inter alia, on the approval of the work plan prepared by the Internal Audit Manager, constantly exchanging information with the latter. In brief, the activities carried out by the committee in 2019 related to, inter alia: i) examining the findings of the audit of the financial statements and evaluating the proper application of the accounting principles, including with respect to the 2018 consolidated financial statements, together with the Manager in Charge of Financial Reporting and after having consulted the Board of Statutory Auditors; ii) examining the periodic reports of the Supervisory Body and the Internal Audit Manager; iii) examining the work plan prepared by the Internal Audit Manager for 2019; iv) examining the findings of the audits carried out by the Internal Audit Manager in 2019, specifically those relating to related party transaction management and those carried out on (i) safety in the workplace, (ii) IT, (iii) privacy, in addition to the internal controls over financial reporting; v) preparing and approving the reports of the Control and Risk Committee on its activities and on the adequacy of the Internal Control System at 31 December 2018 and 30 June 2019; vi) the adequacy of the Internal Control and Risk Management System; vii) formulating proposals on the company’s specific risk areas, specifically on internal and risk issues; viii) examining the adequacy of the Internal Control System, including with regard to accounting, assessing, in coordination with the Board of Statutory Auditors and the Manager in Charge of Financial Reporting, the progress of the control plan and the activities carried out by the Independent Auditors as part of their audit of periodic reporting, with regard to the 2019 interim financial report; ix) assessing the company’s compliance with applicable legislation and regulations. The committee was not provided with a specific expense budget. However, from time to time, when the committee deems it necessary or beneficial to engage external consultants, the company provides the committee with the adequate resources to discharge its responsibilities, as required.

11. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM The Internal Control and Risk Management System adopted by Pininfarina, in compliance with the recommendations of article 7 of the Code of Conduct and industry best practice, is the set of rules, procedures and organisational structures put in place to enable sound and proper management of the company, in line with the strategic goals identified, via an adequate process of identifying, measuring, managing and monitoring the main risks related to the company and its subsidiaries. The group is equipped with adequate management and control devices in order to tackle any risks it is exposed to. Such devices are part of the regulations of the group and the Internal Control System aimed at ensuring a type of management that is characterised by efficiency, effectiveness and accuracy, covering all types of company risk, in line with the characteristics, size and complexity of the group’s operations. The company has adopted an Internal Control and Risk Management System that involves: a) the Board of Directors, which guides and assesses the adequacy of the system. The Board includes: (i) the Managing Director, who is in charge of establishing and maintaining an effective Internal Control System (tasked with identifying the main company risks and implementing the guidelines defined by the Board of Directors, as described in more detail in paragraph 11.1) and (ii) the Control and Risk Committee, which, following adequate investigations, is in charge of supporting the Board of Directors’ assessments and decisions on the Internal Control System and, inter alia, its approval of the periodic financial reports; b) the Internal Audit Manager (Raffaella Rospetti), who is in charge of verifying that the Internal Control System is working and adequate, according to the details set out in paragraph 11.2;

26 c) the Manager in Charge of Financial Reporting, who has specific risk management and internal control duties specifically related to the consolidated financial disclosure process; d) the Board of Statutory Auditors, which supervises the effectiveness of the Internal Control and Risk Management System; e) the Supervisory Body, which is tasked with verifying, applying and updating the organisational, management and control model pursuant to article 6 of Legislative decree no. 231/2001. The Board of Directors, working with the support of the Control and Risk Committee, defines the guidelines of the Internal Control System, ensuring that the company’s main risks are identified, managed and monitored adequately. Specifically, the Board of Directors defines and approves the guidelines of the Internal Control System, in line with the strategic guidelines, significant risks identified and risk appetite determined, also assessing whether such system can perceive the development and interaction of company risks. In compliance with application criterion 1.C.1.b of the Code of Conduct, the Board of Directors found the nature and level of risk to be compatible with the company’s strategic goals. The Board of Directors assessed all the types of risks at consolidated level and comprehensively approved the assumption of risk for all group companies, in order to ensure:  effective and efficient operations;  reliable information;  compliance with the laws and regulations (and internal rules) in force;  compatibility of the type and level of risk with the Issuer’s strategic objectives, consistent with the business and financial plan currently in force. At its meeting held on 5 August 2019, the Board of Directors concluded that the Internal Control System was adequate, effective and was correctly implemented, based on the findings of the activities carried out during the year, including by the Control and Risk Committee, particularly taking into consideration the opinions expressed by the internal auditor and the Manager Director, Silvio Angori. During the year, the Board of Directors assessed the general operating performance of the Internal Control and Risk Management System, particularly taking into consideration information received from the Managing Director, and periodically comparing the company’s actual performance with projected results. When examining the periodic report of the Control and Risk Committee, the Board revised its opinion on the Internal Control System, judging it substantially adequate to effectively safeguard against the typical risks of the company’s main operations and with regard to the profile of assumed risk, taking into consideration the results of the checks carried out by the relevant bodies during the year. Furthermore, with regard to the Internal Control and Risk Management System, the company adopted various operating procedures on specific areas of the company’s operations. Specifically: a) the procedure for communications related to the company’s shares (the “Procedure on internal dealing”); b) the procedure for identifying the people that have access to inside information (“Procedure for the management of inside information”); c) the Regulation for related party transactions; d) a second-level operating procedure related to related party transactions. In addition, the company adopted an organisational, management and control model as per Legislative decree no. 231/2001, last updated on 13 November 2018, in order to soundly protect against the risk of committing crimes. For further details, reference should be made to paragraph 13. The Internal Control System applicable to financial disclosures The Internal Control System applicable to financial disclosures is an integral part of the broader Internal Control System. Generally speaking, the purpose of Internal Control System implemented by the company is to ensure safeguarding of corporate assets, compliance with laws and regulations, the efficiency and effectiveness of company operations, as well as the reliability, accuracy and timeliness of financial disclosures. The purpose of the Internal Control System applicable to financial disclosures is to identify and assess any events that, should they occur, could compromise the soundness, accuracy, reliability and timeliness of financial disclosures and the ability of the overall process to prepare the financial statements to generate financial disclosure in accordance with the IFRS.

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The design approach applied in building the model for controls over the financial reporting process was based on international standards and industry best practice. The management and accounting procedures for preparing the financial statements and any other financial reports are drawn up under the responsibility of the Manager in Charge of Financial Reporting, who verifies that they are adequate and effectively applied in preparing the separate and consolidated financial statements and the interim report. During the year, the group operated in full compliance with Law no. 262/2005, ensuring a financial reporting process that was organised, documented and verified via specific checks on the operating processes that input data to the management and accounting system and on the main closing procedures, in order to support the process of the Manager in Charge of Financial Reporting for issuing a statement thereon. Pursuant to article 123-bis.2.b) of the CFA, information about the main characteristics of the existing risk management and internal control systems, as they apply to financial reporting, and specifically with regard to the phases of the system and the roles and departments involved, is provided in Annex 1 to this Report. 11.1 DIRECTOR RESPONSIBLE FOR THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM During the meeting held on 13 May 2019, the Board of Directors designated the Managing Director, Silvio Angori, as the director responsible for the Internal Control and Risk Management System. He meets the requirements of the Code of Conduct of the Italian Stock Exchange, as he is an executive director and has the specific expertise required by the position. In compliance with article 7.C.4 of the Code of Conduct, the Director:  maps the main business risks, based on the characteristics of the company’s business, and submit them periodically to the Board of Directors for review;  designs, implements and manages the Internal Control System in accordance with the guidelines defined by the Board of Directors;  updates the Internal Control System to reflect changes in operating conditions and in the legislative and regulatory framework;  can ask the Internal Audit Department to perform audits of specific operating areas and to assess compliance with internal rules and procedures in the performance of company transactions, communicating the resulting findings to the Chairperson of the Board of Directors, the Chairperson of the Control and Risk Committee and the Chairperson of the Board of Statutory Auditors. During the year, the Managing Director: i) attended the meetings of the Control and Risk Committee; ii) assisted the operating bodies in mapping the main business risks, based on the characteristics of the business of the Issuer and its subsidiaries, and also supervised their periodic submittal to the Board of Directors for review; iii) followed the development and updating of the company’s governance structure, supporting the adaptation of the Internal Control and Risk Management System to operating conditions and the legislative and regulatory framework; iv) supported the Board of Directors in assessing the activities of the Internal Audit Department; v) coordinated his activities with those of the Control and Risk Committee, the Board of Statutory Auditors, the Internal Audit Manager, the Supervisory Body and the Independent Auditors, also interfacing with the Manager in Charge of Financial Reporting; vi) examined the reports prepared by the Internal Audit Manager and the Supervisory Body; vii) supported and monitored internal functions in designing, implementing and managing the Internal Control and Risk Management System, checking its adequacy and regulatory effectiveness with the support of the Board of Statutory Auditors. Furthermore, the Managing Director: i) mapped the main business risks (strategic, operating, financial and compliance), based on the characteristics of the Issuer’s business, and submitted them periodically to the Board of Directors for review (application criterion 7.C.4.a of the Code of Conduct); ii) implemented the guidelines defined by the Board, designing, implementing and managing the Internal Control

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System and constantly checking its adequacy and effectiveness (application criterion 7.C.4.b of the Code of Conduct); iii) updated the Internal Control System to reflect changes in operating conditions and in the legislative and regulatory framework (application criterion 7.C.4.c of the Code of Conduct). Reports about the work performed were provided at meetings of the Control and Risk Committee and the Board of Directors. 11.2 INTERNAL AUDIT MANAGER The current Internal Audit Manager, Raffaella Rospetti, was appointed to the position by the Board of Directors on 13 May 2019, as proposed by the Director Responsible for the Internal Control and Risk Management System, after having consulted the Control and Risk Committee and the Board of Statutory Auditors, in compliance with the recommendations contained in article 7 of the Code of Conduct. The function of Internal Audit Manager was outsourced to ensure the appointment of a person with the adequate prerequisites of professionalism, independence and organisation. In order to ensure her independence, the Internal Audit Manager does not have direct operating responsibilities nor does she report to any managers in charge of operating areas. She only reports to the Board of Directors and informs the Control and Risk Committee of her work. The remuneration of the Internal Audit Manager - defined by the Board after having consulted the Control and Risk Committee and the Board of Statutory Auditors - is consistent with company policies. Through the Director Responsible for the Internal Control and Risk Management System, she has access to adequate resources to discharge her responsibilities, even though she has not been assigned a specific budget. On an ongoing basis and also whenever specific requirements arise and in compliance with international standards, the Internal Audit Manager verified the functioning and suitability of the Internal Control System, through the 2017-2021 Audit Plan approved by the Board of Directors (on 23 November 2017, as subsequently amended), using a risk-based approach. The audit plan is a long-term plan and sets out the planned control activities for a pre-defined time span using a process- oriented approach. The audit plan is updated whenever the need arises, upon the request of the Board of Directors, the Board of Statutory Auditors, the Supervisory Body and/or upon the proposal of the Internal Audit Manager. The plan is revised and approved by the Board of Directors every year. The Internal Audit Manager was provided with direct access to any information useful for the performance of her duties. She provided reports about her activities to the Control and Risk Committee (and the Director Responsible for the Internal Control and Risk Management System), the Related Party Transactions Committee and the Board of Statutory Auditors during meetings held by the above-mentioned governance bodies. The Internal Audit Manager was also in constant contact with the information technology area to monitor the system’s reliability with regard to the audit plan. During the year, the activities of the Internal Audit Manager related to, inter alia: 1. completing checks on the process for managing related party transactions and implementing improvements identified during such audit checks, specifically implementing the second-level operating procedure and the related management software in order to further bolster internal defences; 2. setting up and implementing audit checks - as per the 2017-2021 Audit Plan - related to (i) safety in the workplace, (ii) IT, (iii) privacy and (iv) the internal controls over financial reporting; 3. supporting the other company departments in updating the Organisational Model (defined herein). To this end, during the year the Internal Audit Manager:  collaborated with the other control departments and the Manager in Charge of Financial Reporting;  interacted with the Control and Risk Committee, the Board of Statutory Auditors and the Supervisory Body (of which she is also a member), informing them of her work. She has also been in contact with the Independent Auditors;  interacted with company management to discuss audit activities with process managers. Finally, executing the task assigned by the Supervisory Body, Raffaella Rospetti carried out the risk assessment activities required as per Legislative decree no. 231/2001 – including the risk assessment, gap analysis and improvement plan stages – for the purposes of updating the current Organisational Model (as defined herein).

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11.3 ORGANISATIONAL MODEL AND THE SUPERVISORY BODY (pursuant to Legislative decree no. 231/2001) Pininfarina is sensitive to the need to abide by rules of business conduct that are fair and transparent in order to protect its position and reputation, the expectations of its shareholders and the positions of its employees. In this regard, the company decided to prepare an Organisational, management and control model (the “Organisational Model”) pursuant to Legislative decree no. 231/2001 and the guidelines issued by Confindustria, in accordance with industry best practice. The Organisational Model was approved by the Board of Directors with their resolution dated 24 March 2016 and last updated on 13 November 2018. At the meeting on 13 August 2019, the Board of Directors appointed a Supervisory Body to oversee the Organisational Model’s functioning and compliance therewith. By adopting this Organisational Model, the company is pursuing the following objectives:  identifying areas that, in terms of activities carried out, are in theory exposed to the risk of the committing of crimes;  making all those who work for and on behalf of the company in areas of activity that pose a potential risk aware that violations of the provisions contained in the model could result in criminal and administrative penalties for both themselves and the company;  emphasising that Pininfarina strongly condemns all unlawful actions because they are not only illegal, but are also contrary to the principles of ethics that Pininfarina is committed to abide by in carrying out its business activities;  being equipped with a tool that provides adequate means to prevent crimes, including through suitable monitoring activities;  informing everyone working with the company that violation of the model could lead to specific penalties being applied, to the point of possible termination of contract. The Organisational Model is composed of:  a general section which sets out the model’s purposes and macro-characteristics and which defines the general principles the company refers to in managing its business. In addition to a brief description of the content of Legislative decree no. 231/2001, this section includes the key characteristics and components of the Organisation Model, the functions and powers of the Supervisory Body, the information flow system and communications from/to the Supervisory Body, the disciplinary system for any violations of the provisions set out in the Organisational Model and the reporting and employee training obligations;  special sections for the categories of crimes relevant to the company. The purpose of these sections is to refer to the obligation, for the identified addressees, to adopt appropriate rules of conduct in order to prevent crimes being committed that are defined “predicate” on the basis of the company’s organisational structure and operations. These include the following types of crime: i. corruption and other crimes against public administration; ii. corporate crimes; iii. market abuse; iv. crimes related to health and safety in the workplace; v. environmental crimes; vi. cybercrime and unlawful data processing; vii. organised crime, transnational crimes and incitement to not testify or to bear false testimony to judges, handling stolen goods and money laundering; viii. crimes related to distinctive signs, against industry and trade and copyright piracy;  an attachment detailing the crimes regulated by Legislative decree no. 231/2001 (including those not considered significant for the company) together with the relevant penalties. The activities of the Supervisory Body in 2019 chiefly focused on verifying the adequacy of the Organisational Model, including as applicable to the group. Following the risk assessment activities required as per Legislative decree no. 231/2001, the Organisational Model was last updated on 13 November 2018 in order to incorporate the legislative changes introduced in Legislative decree no. 231/2001, including integrations related to the inclusion of the crime of instigation to private corruption as per article 2635-bis of the Italian Civil Code and the amendments made to the crime of private-to-private corruption as per article 2635 of the Italian Civil Code. The Pininfarina Group’s Code of Ethics is an integral part of the Organisational Model and is applicable to all directly and indirectly controlled companies.

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The Code of Ethics sets out the group’s basic values and code of conduct with which it requires compliance from all parties identified as addressees within the code. Though it has its own autonomous value, the Code of Ethics also asserts ethical and behavioural principles that are also adequate to prevent unlawful behaviour as set out in Legislative decree no. 231/2001, thus also holding significance for the purposes of the Organisational Model and becoming a supplement thereto. In compliance with the provisions of Legislative decree no. 231/01, the company also set up the Supervisory Body which is entrusted with, inter alia, supervising that the Organisational Model functions and is complied with, in addition to updating or possibly revising the model. At the date of this Report, the members are:  Luca Antonetto (Chairperson);  Raffaella Rospetti;  Alain Devalle. After considering the possibility to allocate supervisory activities to the Board of Statutory Auditors, the company’s Board of Directors deemed the Supervisory Body’s current composition suitable to meet the independence, professionalism, continuity and integrity requirements. The Code of Ethics and an extract from the Organisational Model is available on the company’s website www.pininfarina.com (in the “Investor Relations – Corporate Governance - Organisational Model 231/01” section). 11.4 INDEPENDENT AUDITORS At their meeting held on 6 May 2013, the shareholders assigned KPMG S.p.A. the engagement to audit the separate and consolidated financial statements for nine years, from 2013 to 2021. 11.5 MANAGER IN CHARGE OF FINANCIAL REPORTING The Manager in Charge of Financial Reporting was appointed by the Board of Directors, with the prior approval of the Board of Statutory Auditors, as required by article 23 of the bylaws. Candidates for this position must have several years of experience in accounting and finance at large companies. On 13 May 2019, the Board of Directors reappointed Gianfranco Albertini to the position of Manager in Charge of Financial Reporting. As the company’s CFO, he meets the requirements of the bylaws. The Manager in Charge of Financial Reporting is attributed adequate powers and resources to discharge his responsibilities assigned by law. The budget allocated to the Manager in Charge of Financial Reporting is included in the broader budget of the Corporate and Finance Department, also headed by Mr. Albertini. Professional assistance is provided to him in carrying out his duties by internal personnel and external consultants, as needed. The Manager in Charge of Financial Reporting is invited to the Board of Directors’ meetings to duly report thereto. He also refers to the Board about compliance and monitoring activities at least every six months for the purposes of preparing the statements as per article 154-bis of the CFA.

11.6 COORDINATION AMONG PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM The company did not define formal methods of coordination among the parties involved in the Internal Control System in view of the long established practice of holding all-inclusive meetings attended by members of the Control and Risk Committee, the Supervisory Body, the Board of Statutory Auditors, the Internal Audit Manager and the Director Responsible for the Internal Control and Risk Management System.

12. INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS As required by law, the Board of Directors, with the support of the appropriate company departments and the input of its Advisory Committees, watches for situations that could create actual or potential conflicts of interest. The interests of directors and related party transactions are regulated in accordance with the “Regulation for related party transactions”, adopted by the Board of Directors on 12 November 2010 and subsequently updated on 19 September 2016, 2 August 2018 and 22 March 2019 (available on the company’s website, in the “Investor Relations – Corporate Governance - Regulation for related party transactions” section). The Regulation for related party transactions defines its scope of application, identifies the related party transactions and regulates procedures for carrying out such transactions, in order to ensure that the substance and procedure of the transactions are correct, in accordance with legislation, including regulations, and the principles of the Code of Conduct.

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In accordance with the Consob Related Party Regulation, the company’s regulation regulates the preparation and approval of (i) related party transactions defined as more significant on the basis of the criteria set out in the regulation and (ii) related party transactions defined as less significant, i.e., those that are not significant transactions and of negligible amounts as defined in the regulation. Specifically, the regulation sets out two different procedures for the preparation and approval of related party transactions, graded (in accordance with the indexes provided in Annex 3 to the Consob Related Party Regulation) in relation to their (higher or lower) significance. As members of the Related Party Transactions Committee, the independent directors play a very important role in both procedures as they must issue a prior opinion on the proposed transaction. In addition, at least each time the procedure for more significant transactions is applied, the independent directors are, inter alia, involved in the “preparatory” stage before the transactions are approved. The duties related to related party transactions, as identified in the Regulation for related party transactions, are allocated to the Related Party Transactions Committee (see section 6 of this Report). Furthermore, as allowed by the Consob Related Party Regulation, the company regulation excludes certain categories of transactions from its scope of application. Specifically, it excludes transactions “of negligible amounts”, transactions with and between the Issuer’s subsidiaries, transactions with the Issuer’s associates (provided that the Issuer’s other related parties do not have material interests therein). In order to further bolster its internal defences, the company adopted a second-level operating procedure related to related party transactions. At the date of approval of this Report, the Board of Directors did not deem it necessary to adopt, in addition to the Regulation for related party transactions and disclosure requirements as per article 2391 of the Italian Civil Code, a specific procedure to identify and manage situations where a director holds an interest, either directly or on behalf of another party.

13. ELECTION OF STATUTORY AUDITORS Statutory auditors are elected through voting on lists of candidates filed by shareholders, in accordance with ruling legislation and regulations contained in article 148 of the CFA and articles 144-quinquies and following of the Issuers’ Regulation, and in compliance with the ruling pro tempore regulation on gender balance. Candidates must be assigned a number and are placed on the lists in consecutive order. These lists shall consist of two sections: one for candidates for the position of standing statutory auditor and another for candidates for the position of alternate statutory auditor, whose number shall not be greater than that of the statutory auditors that need to be elected. Non-controlling investors are entitled to elect a standing statutory auditor and an alternate statutory auditor. All standing statutory auditors and alternate statutory auditors shall be selected from among candidates who are members of the Italian Register of Certified Auditors and have engaged professionally in the performance of statutory audits of financial statements for at least three years. Lists that, considering both sections, present a number of candidates equal to or exceeding three shall include, in the first two lines of the section relating to standing statutory auditors, candidates of different genders in order to obtain a board composition compliant with relevant laws governing gender balance. Likewise, if the section relating to the alternate statutory auditors presents two candidates, they shall be of a different gender. It is in the company’s best interest to create conditions that would allow the election of statutory auditors designated by non-controlling investors who, alone or together with others, hold a minimum required equity interest in the company, which shareholders or groups of shareholders who own equity interests in the company consistent with the above- mentioned requirements may accomplish by filing lists of candidates. The motions to elect statutory auditors that are submitted to the shareholders, and the accompanying personal data and professional qualifications for each candidate, must be deposited at the company’s registered office at least 25 days before a shareholders’ meeting, in accordance with the terms and procedures set forth in the bylaws. The lists can be filed by shareholders who together hold a number of voting shares equal to the percentage set forth in applicable regulations. This ownership percentage must be set forth in special communications delivered to the company at least 21 days before a shareholders’ meeting. Statutory auditors are selected among candidates who can meet the independence requirements set forth in article 148.3 of the CFA and also the criteria set out in the Code of Conduct with regard to directors. The lists filed at the company’s registered office must be accompanied by the following information: a) the names of the shareholders who are filing the lists, the total percentage interest held and a statement certifying the ownership of the corresponding shares;

32 b) a statement by the shareholders other than those who hold, jointly or individually, a controlling or relative majority interest attesting that they are not linked with the latter as a result of transactions such as those defined in the relevant laws and regulations currently in force; c) detailed information about the candidates’ personal and professional backgrounds, and statements by the candidates attesting that they meet statutory requirements and accept the nomination; d) a list of any management and control positions held by the candidates at other companies and a commitment on the candidates’ part to update such list as of the date of the shareholders’ meeting. Subsequent to their election, the independence qualifications of statutory auditors are reviewed at least once a year. Candidates who fail to comply with the rules set forth above may not be elected. If by the filing deadline referred to above only one list or only lists submitted by shareholders who, based on the guidelines provided above, are deemed to be linked together pursuant to the laws currently in force, have been filed, additional lists may be filed up to the third day past the above-mentioned deadline. In such cases, the aforementioned required investment percentage shall be halved. Lists may also be filed using a remote communication system, following procedures specified in the notice of shareholders’ meeting, that allow the identification of the filing parties. A shareholder may not file or vote for more than one list, either personally or through a representative or a trustee. Shareholders who belong to the same group or are party to a shareholders’ agreement concerning the company’s shares may not file or vote for more than one list, either personally or through a representative or a trustee. A candidate may only be placed on one list on penalty of losing the right to be elected. Only individuals who comply with the limits on the number of governance positions that they are allowed to hold pursuant to the applicable laws and meet the requirements of the above-mentioned laws and the bylaws may be placed on a list. Statutory auditors may be reelected at the end of their term of office. The election of statutory auditors shall be carried out in the following manner: 1. two standing statutory auditors and one alternate statutory auditor shall be elected from the list that receives the highest number of votes at the shareholders’ meeting, in the consecutive order in which they are placed in the corresponding sections of the list; 2. the remaining standing statutory auditor and the other alternate statutory auditor shall be elected from the list that receives the second highest number of votes at the shareholders’ meeting (provided that such list is not linked to reference shareholders, as defined in the relevant provisions of the law) in the consecutive order in which they are placed in the corresponding sections of the list. If two or more lists receive the same number of votes, candidates placed in the list filed by the shareholders who own the largest percentage interest or, alternatively, the list filed by the largest number of shareholders, shall be elected. The statutory auditor who is placed first on the list referred to in point 2 above shall be elected Chairperson of the Board of Statutory Auditors. If using the election system outlined above should become impossible, the shareholders shall elect statutory auditors by a relative majority. Any statutory auditor who no longer meets the requirements of the applicable laws and the bylaws shall be automatically removed from their office. If a statutory auditor, including the Chairperson, needs to be replaced, the vacancy shall be filled by the alternate statutory auditor elected from the same list as the one being replaced who ensures compliance with the laws governing gender balance. If the replacement cannot be carried out in compliance with relevant laws governing gender balance, a shareholders’ meeting shall be immediately convened to complete the board of statutory auditors in accordance with such laws. The stipulations set forth above with regard to the election of statutory auditors shall not apply to shareholders’ meetings convened pursuant to law for the purpose of filling vacancies on the Board of Statutory Auditors in connection with the replacement or lapsing of standing statutory auditors and/or alternate statutory auditors or the Chairperson. In such cases, the shareholders shall elect statutory auditors with a relative majority, in a manner consistent with the right to representation of non-controlling investors.

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14. COMPOSITION AND ACTIVITIES OF THE BOARD OF STATUTORY AUDITORS (AS PER ARTICLE 123-BIS.2.D)/D-BIS) OF THE CFA) The Board of Statutory Auditors is comprised of three standing statutory auditors and two alternate statutory auditors. The shareholders elected the current Board of Statutory Auditors on 14 May 2018 The only list filed for the re-election of the Board of Statutory Auditors was submitted by PF HOLDING B.V., the majority shareholder, which, at that time, owned 76.15% of the company’s share capital. This list, which featured the names of the candidates to the position of statutory auditor, was approved by holders of the voting capital, with 41,473,999 votes in favour (99.94% of the shareholders present) and 24,862 votes abstained (0.06% of the shareholders present). The current members of the Board of Statutory Auditors will remain in office until the date of the shareholders’ meeting called to approve the financial statements at 31 December 2020. Specifically, the members are as follows: - Massimo Miani Chairperson - Antonia Di Bella Standing statutory auditor - Alain Devalle Standing statutory auditor - Luciana Dolci Alternate statutory auditor - Fausto Piccinini Alternate statutory auditor For further details, reference should be made to Table 3 – “Composition of the Board of Statutory Auditors” attached to this Report. The personal and professional background of each statutory auditor is provided below. Some of the company’s statutory auditors serve as officers of other listed companies or companies of significant size. - Massimo Miani – Born in Venice on 24 January 1961, he graduated with a degree in Economics and Business Administration from the “Cà Foscari” University of Venice in 1986. He qualified as a certified public accountant in 1988 and he has been listed in the Venice Register of Certified Public Accountants since 1989. He is also listed in the Register of Independent Auditors at the Ministry for Economy and Finance, serves as a Judge’s Technical Consultant at the Court of Venice and is listed in the Register of Surveyors at the Venice Court. He has been Chairperson of the “Economisti e Giuristi insieme” association since February 2018; a member of the Supervisory Board of the OIC (the Italian Accounting Standard Setter) since May 2017, and Chairperson of the Italian Accounting Profession since February 2017. POSITIONS HELD – At other companies, he is Chairperson of the Board of Statutory Auditors of Venice Newport Container S.p.A., Net Engineering S.p.A., Net Engineering International S.p.A. and Aton per il Progetto S.r.l.. Standing statutory auditor of IFIS Npl S.p.A., Malocco Vittorio e figli S.p.A., Veneto Strade S.p.A. and Azienda Veneziana Mobilità S.p.A.. He also sits on the Supervisory Body of Net Engineering S.p.A..

- Antonia Di Bella – Born in Drapia (Vibo Valentia) on 17 February 1965, she graduated from the University of Calabria with a degree in Economic and Social Science in 1990. She also completed a Master’s in Accounting, Financial Statements and Corporate Financial Control in Pavia in 1992. She is a certified public accountant, independent auditor and quality assessor of the Internal Audit Department. Antonia is a member of various bodies: OIC – the Italian Accounting Standard Setter, member of the Insurance Technical Commission since 2008; MIRM – Master in Insurance Risk Management (Trieste), member of the Steering Committee since 2011; ASSIREVI – the Italian association of auditors, member of the Insurance Technical Commission from 2001 to 2015. She has been a professor of Accounting and Management in Insurance as part of the Statistical and Actuarial Sciences graduate degree at the Sacro Cuore University of Milan since the 2016-2017 academic year. Before joining KPMG S.p.A., she audited the financial statements of insurance, reassurance and financial companies and then worked at Mazars S.p.A., where she was head of the insurance sector in Italy. Over her career she has assisted many insurance groups in their transition to IFRS and in financial, tax and business due diligence. She currently works at her own office in Milan and is of counsel to Nctm. POSITIONS HELD – At listed companies, she is a standing statutory auditor of Assicurazioni Generali S.p.A. and Marie Tecnimont S.p.A. and independent director of Interpump Group S.p.A.. At family-run entities, she is a standing auditor of Merloni Holding S.p.A. and Ariston Thermo S.p.A. (Merloni Group) and sits on the Supervisory Board of Ariston Thermo S.p.A..

- Alain Devalle – Born in Turin on 27 August 1978, he graduated from the University of Turin with a degree in Business Management in 2001 and a Ph.D. in Business Administration in 2005. Alain is a professor of Business Management at the University of Turin. He is also listed in the Register of Certified Public Accountants and Independent Auditors at the Ministry for Economy and Finance. Furthermore, he serves as a Judge’s Technical Consultant at the Court of Turin. Since 2015, he is a member of the Commission for Studying and Issuing National Accounting Principles, set up by the Rome section of the Italian Accounting Profession.

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POSITIONS HELD - At other companies, he is an independent director and Chairperson of the Risk Committee of Banca CR Asti S.p.A., sole statutory auditor of AEC S.r.l., alternate statutory auditor of AM Trust Assicurazioni S.p.A., member of the Board of auditors of Associazione ITHACA. He was the sole auditor of Stabilimento Cav. G: Testa S.r.l. until May 2019. Within the group, he is the sole statutory auditor of Pininfarina Engineering S.r.l. and sits on the Supervisory Board (set up pursuant to Legislative decree no. 231/01) of Pininfarina S.p.A..

In 2019, the Board of Statutory Auditors met ten times, with an attendance of 100%. On average, meetings lasted roughly two hours. Approximately eight meetings have been scheduled for 2020, including four already held at the date of approval of this Report. For further details, reference should be made to Table 3 – “Composition of the Board of Statutory Auditors” attached to this Report. In 2019, the company did not adopt ad hoc formalised diversity policies related to the Board of Statutory Auditors as such policies, inter alia, are included in the bylaws. The members of the Board of Statutory Auditors have the characteristics to ensure an adequate level of diversity in relation to age, gender, education and professional career. Upon submitting their names as candidates for election, all members of the Board of Statutory Auditors signed a statement attesting that they met the relevant statutory requirements. Specifically, they attested that: - they are not affected by any of the situations referred to in article 148.3/4 of the CFA; - they have never been convicted of a crime, including in countries other than their country of residence; - if elected, they would not exceed the limit on the number of governance positions held, as set forth in article 148-bis of the CFA. The Board of Statutory Auditors determined that its members met the independence requirements set out in the Code of Conduct and the CFA. In compliance with application criteria 8.C.4 of the Code of Conduct, if a statutory auditor has an interest in a specific transaction, either directly or on behalf of another party, they must promptly provide the other statutory auditors and the Chairperson of the Board of Directors with exhaustive information about the nature, terms, origin and scope of their interest. In the performance of its activities, the Board of Statutory Auditors worked in coordination with the Internal Audit Department, the Control and Risk Committee and the Supervisory Body, establishing an effective exchange of information, including by attending all of the meetings of the above-mentioned governance bodies. At least one member of the Board attended the meetings of the Control and Risk Committee, without detecting any procedural irregularities. Given the Board of Statutory Auditors’ in-depth knowledge of the company and its industry, no special training programmes are planned in this area. The number of Board of Statutory Auditors’ meetings, in addition to the statutory auditors’ attendance of meeting of the Board of Directors and the advisory committees, ensures that the statutory auditors are constantly updated on the situation of the company and the market situation. At the reporting date, no member of the Board of Statutory Auditors left the board nor were there any changes in the composition of the Board of Statutory Auditors. Diversity policies In 2019, the company did not adopt ad hoc formalised diversity policies related to the Board of Statutory Auditors as such policies, inter alia, are included in the bylaws. Specifically, the composition of the current Board of Statutory Auditors meets the diversity criteria, including with regard to gender, recommended by the Code of Conduct, as there is one member of the least represented gender (out of a total of three members). The members of the Board of Statutory Auditors have the characteristics to ensure an adequate level of diversity in relation to age, gender, education and professional career. The diversity of the statutory auditors’ professional profiles and education (shown above) ensures that the Board of Statutory Auditors has the relevant expertise needed to supervise the company.

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15. RELATIONS WITH SHAREHOLDERS The company has vital and strategic interest in creating and maintaining ongoing, open dialogue with its shareholders, investors, especially institutional investors, and, more generally, all of the Issuer’s stakeholders. In order to ensure that shareholders can knowledgeably exercise their rights and provide them with financial information, as well as to provide a consistent level of information, especially to small investors, Pininfarina posts the following documents, also in English, on its website (in the Investor Relations section): 1) the annual reports and other interim reports that the company is required to publish on a regular basis, as well as documents and communications addressed to the market and the annual Corporate Governance Report and its annexes; 2) historical and actual figures about the company; 3) information about the performance of company shares. The Managing Director oversees the company’s relations with institutional investors and private shareholders. Given its size, the company did not establish a separate unit responsible for handling investor relations. Gianfranco Albertini was appointed Investor Relations Manager.

16. SHAREHOLDERS’ MEETINGS A duly convened shareholders’ meeting represents all of the company’s shareholders, and any resolution they may adopt pursuant to law and the bylaws shall be binding on all shareholders, including those who did not attend or dissented. In compliance with applicable regulations, under the bylaws (articles 8 and following), ordinary and extraordinary shareholders’ meetings are convened when required by law and the shareholders resolve on issues assigned to them by law and the bylaws. Shareholders’ meetings may be held at a location other than the company’s registered office, provided such location is in Italy. Because the company is required to prepare consolidated financial statements, a shareholders’ meeting convened to approve the financial statements shall be called at least once a year, within 180 days from the end of the year. The shareholders’ meeting shall be convened by means of a notice published within statutory deadline on the company’s website and following the procedures required by the applicable regulation. The notice may provide for a first, second and, limited to the extraordinary shareholders’ meeting, a third call or may provide for a single call, in which case the voting majorities set forth in articles 2368.1.2 and 2369.3 of the Italian Civil Code shall apply to the ordinary shareholders’ meetings, while those of article 2369.7 of the Italian Civil Code shall apply to the extraordinary shareholders’ meeting. Parties with voting rights and their representatives may attend and participate in the discussion at shareholders’ meetings in accordance with legislation and regulations that are applicable from time to time. The right to attend shareholders’ meetings and vote shall be certified by means of a communication provided to the company by an authorised intermediary in the manner and within the deadline required by the applicable regulations. The Board of Directors may allow electronic voting. Proxies to attend shareholders’ meetings and to vote may be assigned electronically, in accordance with the applicable regulations. Electronic proxy notification may be given, in accordance with the procedures specified in the notice of the shareholders’ meeting, using a special section on the company’s website or by means of a message sent to the certified e-mail address provided in the notice. For each meeting, the company may designate one or more parties whom the holders of voting rights may appoint as their proxies, with voting instructions for all or some of the items on the agenda. The names of the designated parties and the procedures and deadline for appointing them as proxies shall be specified in the notice of shareholders’ meeting. The company may ask the intermediaries, through the company that provides centralised clearing services for its shares, to provide it with the data identifying individual shareholders who did not expressly forbid such communications and the number of shares registered to accounts held in their name. The company is also required to make the same request in response to a motion filed by shareholders representing at least half the minimum percentage interest required to file lists of candidates for election to the Board of Directors. 36

The resolutions adopted by the shareholders shall be recorded in the minutes of the shareholders’ meeting signed by the Chairperson, the Secretary and the vote counters, if required. When required by law or if the Chairperson of the meeting deems it necessary, the minutes shall be drawn up by a notary. The bylaws do not require the filing of the communication referred to in article 2370.2 of the Italian Civil Code to attend shareholders’ meetings. Pininfarina did not adopt special regulations to govern its shareholders’ meetings, since no need has arisen for such regulations in the 30 years that its shares have been publicly traded. For further details on regulating shareholders’ meetings, reference should be made to articles 8 and following of the bylaws. All members of the Board of Directors, with exception of Chander Prakash Gurnani and Manoj Bhat, who justified their absence, and all members of the Board of Statutory Auditors attended the shareholders’ ordinary meeting of 13 May 2019 called, inter alia, to approve the financial statements at 31 December 2018. During such shareholders’ meeting, the Chairperson, the Managing Director and the CFO aptly commented on the 2018 performance using slides and other documentation and replying to all questions posed by shareholders. The Chairpersons of the various committees within the Board of Directors did not take the floor. Finally, there were no significant changes in the shareholding structure in 2019.

17. OTHER CORPORATE GOVERNANCE PRACTICES The company did not apply any other corporate governance practices in addition to those set out above and those required by law.

18. CHANGES AFTER THE ANNUAL REPORTING DATE No changes have taken place since 31 December 2019.

19. LETTER OF THE CHAIRPERSON OF THE CORPORATE GOVERNANCE COMMITTEE DATED 19 DECEMBER 2019 On 23 December 2019, the Chairperson of the Board of Directors provided the Managing Director and the Chairperson of the Board of Statutory Auditors, and subsequently all the directors and statutory auditors, with a copy of the covering letter written by the Chairperson of the Corporate Governance Committee, Patrizia Grieco, containing the invitation to bring the attention of the Board of Directors and the relevant Committees, as well as the Board of Statutory Auditors, to the recommendations for 2020 set out in the sixth “Annual report on the application of the Code of Conduct in relation to the development of the corporate governance of the listed companies”, in order to determine how to possibly develop corporate governance or bridge any gaps in the application of the Code of Conduct (the “Letter”). Further to the suggestion made therein, at the meeting of 23 March 2020, the Chairperson of the Board of Directors brought the directors’ attention to the recommendations contained in the Letter. At such meeting, the directors and statutory auditors discussed the content of the Letter, agreeing the following: a) Sustainability: the company has integrated sustainability into its operations, focusing on the importance of factors affecting long-term value generation, and it has included such factors in the definition of strategies and its remuneration policy; b) Documentation provided prior to board meetings: the company has consistently improved timeliness and methods (including technical) used to make documentation available to directors and statutory auditors before board meetings, also making it easier to access and read, deeming it sufficiently thorough. As also seen in the board review, directors and statutory auditors are satisfied with compliance with the obligation to provide documentation prior to board meetings, in line with the Code of Conduct; c) Independence principle: the criteria adopted by the company with regard to the independence requirements of the Board of Directors and the Board of Statutory Auditors are in line with the provisions of the Code of Conduct. Specifically, verifications that directors meet independence requirements were implemented with the adoption of the Procedure to verify independence during the year; d) Remuneration of non-executive directors and members of the Board of Statutory Auditors: the Board of Directors deemed the remuneration given to non-executive directors and members of the Board of Statutory Auditors to be suitable, based on the expertise, professionalism and commitment required for their positions.

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ANNEX 1: Section on the “Main Characteristics of the Existing Risk Management and Internal Control Systems Applicable to Financial Disclosures,” pursuant to Article 123-bis.2.b) of the CFA.

1) Foreword

Pininfarina maintains an ongoing internal risk management and internal control system applicable to financial disclosures.

Taken as a whole, the “System” can be defined as a series of activities designed to identify and assess any actions or events the occurrence or absence of which could partially or totally undermine the achievement of the objectives of the internal control system (“Risk Management System”), which also includes subsequent activities to identify the controls and develop the procedures needed to achieve the objective of providing comprehensive, accurate, reliable and timely financial information (“Internal Control System”).

All of the activities described above with regard both to the “Risk Management System” and the “Internal Control System” are carried out in accordance with a specially developed procedure system, which has been made available and communicated to all relevant employees, that explains the methods adopted and the responsibilities of all parties involved in defining, maintaining and monitoring the System and in assessing the effectiveness of the System’s design and operational activities.

The System was developed in line with the reference model of the CoSO Report, which requires a description of the following: i) risk assessment; ii) control environment; iii) information systems and communication flows; iv) monitoring activities; and v) control activities.

The specific responsibilities for updating, implementing and monitoring the adopted System were defined in internal regulations that were communicated to the relevant departments.

2) Description of the Main Characteristics of the Internal Control and Risk Management System Applicable to Financial Disclosures

The main characteristics of the Internal Control and Risk Management System applicable to financial disclosures are reviewed below, with information organised into two separate sections: a. Phase of the Internal Control and Risk Management System applicable to financial disclosures; b. Relevant roles and departments.

a. Mapping risks related to financial disclosures: The process of defining the system included the use of risk assessment to identify and assess any events the occurrence or absence of which could partially or totally undermine the achievement of control and financial disclosure objectives. Risk assessment was also carried out with regard to the risk of fraud.

The mapping process was developed both with regard to the group as a whole and at process level for companies deemed to be significant.

Assessment of risks related to financial disclosures: The risk assessment process was implemented at an inherent level, i.e., without taking into account whether controls to eliminate risk or reduce it to an acceptable level existed and were being effectively implemented. The assessment was carried out taking into account both qualitative and quantitative considerations.

Identification of controls to cover mapped risks: The risk assessment process was followed by the development of specific controls to reduce to an acceptable level the risk of failing to achieve the System’s objectives, both at company and process level. The controls developed at company level are pervasive (Company Level Controls), i.e., controls applied throughout the company. The controls developed at process level are specific controls, i.e., controls applied to each mapped risk at process level. At this level, controls are broken down, based on their characteristics and attributes, into, for example, manual and automatic controls, which, in turn, can be preventive or successive.

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Assessment of controls that cover mapped risks: In order to determine whether the System was properly designed and is operating effectively, special operational activities focused both on the parties responsible for the controls and on the Internal Audit Department have been defined, regardless of the operating effectiveness of the controls.

Specifically, the design of each existing control is assessed at the beginning of each year and in response to significant events that could have an impact on risks/controls and/or processes (such as organisational changes, business changes, etc.). The operating effectiveness of existing controls is assessed every six months through special tests carried out by managers responsible for these activities and controls.

The Internal Audit Manager is responsible for independently assessing the operating effectiveness of the adopted System. Any area needing improvement with a material impact on the System that is identified through the above-mentioned assessment process generates special action plans to promptly remedy the situation.

The System also includes specific operational steps regarding reporting the findings of checks carried out with regard both to the design of controls and the subsequent operational implementation. Specifically, the System calls for a detailed flow of information from the process managers (who assess both the design and operational implementation of controls) and the Internal Audit Department towards the Board of Directors, where the different findings are compiled and any weaknesses are evaluated.

b. In order for the System to function effectively, the roles and responsibilities assigned with regard to designing, implementing, monitoring and updating the System must be clearly identified.

To that effect, the Manager in Charge of Financial Reporting is responsible for the System and, consequently, develops the administrative/accounting procedures for the preparation of periodic accounting documents and any other financial disclosures, attesting, together with the Managing Director, the System’s adequacy and effective implementation during the period covered by the accounting documents.

The controls adopted were monitored on an ongoing basis both to test their design (i.e., whether a control, if operational, had been structured to reduce a mapped risk to an acceptable level) and to determine if the control was operating effectively. The Internal Audit Department is responsible for testing the System on a regular basis.

Based on the above-mentioned periodic reports, the Manager in Charge of Financial Reporting prepared a report on the System’s effectiveness. After being reviewed by the Chairperson of the Board of Directors this report was communicated to the Board of Directors. This report made it possible to produce the attestation required pursuant to article 154-bis.5 of the CFA.

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TABLE 2: COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Nomination and Committee for Control and Risk Remuneration Transactions with Committee Board of Directors Committee Related Parties Number of List Independent other Date of first In office Independent as Office held Member Year of birth In office up to (M/m) Executive Non-executive as per Cons. positions (*) (*) (**) (*) (**) (*) (**) appointment * since per Code ** Fin. Act held *** Shareholders' meeting to approve Chairperson Paolo the financial statements at Pininfarina 1958 29/06/88 13/05/19 31/12/21 M X 8/8 1/2 M° Shareholders' meeting to approve A.D. ○ ◊ Silvio Pietro the financial statements at Angori 1961 12/08/08 # 13/05/19 31/12/21 M X 7/8 3/4 Shareholders' meeting to approve the financial statements at Director Manoj Bhat 1973 03/08/16 13/05/19 31/12/21 M X - 6/8 Shareholders' meeting to approve Romina the financial statements at Director Guglielmetti 1973 29/04/15 13/05/19 31/12/21 M X X X 10 8/8 4/4 C 3/3 M Shareholders' meeting to approve Chander the financial statements at Director Prakash Gurnani 1958 30/05/16 § 13/05/19 31/12/21 M X 2 0/8 Shareholders' meeting to approve Jay Noah the financial statements at Director Itzkowitz 1960 03/08/16 13/05/19 31/12/21 M X X X 2 7/8 4/4 M 2/2 M 3/3 C Shareholders' meeting to approve the financial statements at Director Licia Mattioli 1967 29/04/15 13/05/19 31/12/21 M X X X 4 3/8 0/1 M°° 1/2 M Shareholders' meeting to approve the financial statements at Director Sara Miglioli 1970 03/08/16 13/05/19 31/12/21 M X X X - 7/8 0/1 M°°° 2/3 M Shareholders' meeting to approve Antony the financial statements at Director Sheriff 1963 03/08/16 13/05/19 31/12/21 M X X X 4 8/8 2/2 C

Nomination and Committee for Control and Risk Remuneration Transactions with Committee Board of Directors - Directors who left during the year Committee Related Parties Number of List Independent other Date of first In office Independent as Office held Member Year of birth In office up to (M/m) Executive Non-executive as per Cons. positions (*) (*) (**) (*) (**) (*) (**) appointment * since per Code ** Fin. Act held ***

Quorum needed to file lists of candidates by minority shareholders for the election of one or more members (as per article 147-ter of the Consolidated Finance Act): 2.5% Number of meetings held during the year BoD: 8 ICRC: 4 NRC: 2 RPTC: 3

KEY The symbols shown in the "Office held" column have the following meaning: ○ Director responsible for the Internal Control and Risk Management System ◊ This is the main person responsible for the Issuer's management (Chief Executive Officer - CEO) ▪ Lead Independent Director (LID)

* Date of first appointment is the date on which the director was appointed for the very first time to the Issuer's Board of Directors ** The list from which the director was elected ("M": majority list; "m": minority list; "BoD": list presented by the BoD) *** Number of positions held as director or statutory auditors in other listed companies, including on foreign stock exchanges, financial companies, banks insurance companies or companies of a significant size. Positions are detailed in the Report on the Corporate Governance (*) Directors' respective attendance at meetings of the BoD and committees (number of meetings attended/number of meetings attended compared to the total number of meetings that might have been attended) (**) The position of the director within the committee: "C": chairperson; "M": member

# Appointed as per article 2386.1 of the Italian Civil Code by the BoD on 12/08/2008 § Appointed as per article 2386.1 of the Italian Civil Code by the BoD on 30/05/2016

M° On 7 October 2019, the Chairperson of the Board of Directors resigned from the Control and Risk Committee

M°° Licia Mattioli sat on the Control And Risk Committee up to 13 May 2019 M°°° On 17 October 2019, Sara Miglioli was appointed to the Control And Risk Committee, to replace the Chairperson of the Board of Directors 40

TABLE 3: COMPOSITION OF THE BOARD OF STATUTORY AUDITORS

Board of Statutory Auditors Attendance at Number of other Date of first List Independent as Board of Statutory Office held Member Year of birth In office since In office up to positions held appointment ** per Code Auditors' meetings **** * *** Shareholders' meeting to approve the financial Chairperson Massimo Miani 1961 14/05/18 14/05/18 statements at 31/12/2020 M YES 10/10 4 Standing statutory Shareholders' meeting to approve the financial Antonia Di Bella 1965 14/05/18 14/05/18 M YES 10/10 5 auditor statements at 31/12/2020 Standing statutory Shareholders' meeting to approve the financial Alain Devalle 1978 14/05/18 14/05/18 M YES 10/10 2 auditor statements at 31/12/2020 Alternate statutory Shareholders' meeting to approve the financial Luciana Dolci 1961 14/05/18 14/05/18 M YES - auditor statements at 31/12/2020 Alternate statutory Shareholders' meeting to approve the financial Fausto Piccinini 1967 14/05/18 14/05/18 M YES - auditor statements at 31/12/2020

STATUTORY AUDITORS WHO LEFT DURING THE YEAR

Attendance at Number of other Date of first List Independent as Board of Statutory Office held Member Year of birth In office since In office up to positions held appointment * ** per Code Auditors' meetings **** ***

Quorum needed to file lists of candidates by minority shareholders for the election of one or more members (as per article 148 of the Consolidated Finance Act): 2.5%

Number of meetings held during the year 10

KEY * Date of first appointment is the date on which the statutory auditor was appointed for the very first time to the Issuer's Board of Statutory Auditors ** The list from which the statutory auditor was elected ("M": majority list; "m": minority list) *** Statutory Auditors' attendance at meetings of the Board of Statutory Auditors (number of meetings attended compared to the total number of meetings that might have been attended) **** Number of positions as director or statutory auditors relevant for the purposes of article 148-bis of the Consolidated Finance Act and related implementing provisions contained in the Consob Issuers' Regulation. A complete list of positions held is published by Consob on its website pursuant to article 144-quinquiesdecies of the Consob Issuers' Regulation.

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TABLE 4: CONTENT OF THE SHAREHOLDERS’ AGREEMENT A) Provisions covering the SPV’s board of directors The SPV’s board of directors comprises five directors. The shareholders are entitled to appoint the number of directors equal or approximating the Agreed investments. Therefore, at the Agreement’s effective date, TechM is entitled to appoint three directors and M&M is entitled to appoint two directors. Up until the Agreed investments are equal to at least 20%, the SPV’s board of directors will comprise more than two directors and each shareholder is entitled to appoint at least one of them. This right can no longer be exercised if the Agreed investment falls below 20%. The SPV’s board of directors will pass resolutions with a simple majority. A quorum of at least two directors is required for each meeting. Moreover, up until the Agreed investment of one of the shareholders exceeds 20%, the board may not approve any transactions, unless at least one director appointed by that shareholder is present. B) Provisions covering the SPV’s shareholders’ meetings Resolutions about certain specific matters may only be approved with the favourable votes representing at least 80% of the SPV’s share capital, provided that, to the extent the matters listed below are the responsibility of the board of directors, they shall be subjected to the prior approval of the shareholders with the above-mentioned quorum of 80% of the share capital. The matters are as follows: (i) the adoption, approval or modification of projects for the sale of the Pininfarina shares by the SPV, or the repurchase of own shares by Pininfarina from the SPV, or the subscription of additional Pininfarina shares by the SPV, as part of the SPV’s business plans or budgets. The reinforced majority is only applicable with reference to the SPV’s business plans or budgets that only include stand-alone investments in Pininfarina and expected stand-alone returns on the investment. It is not applicable if the Pininfarina’s business plan is consolidated in the SPV’s business plan; (ii) SPV’s or Pininfarina’s requests for capital injections (except for, in the case of Pininfarina, requests reasonably due following capital reductions pursuant to articles 2446 and 2447 of the Italian Civil Code), or the issue or approval to issue the SPV shares; (iii) SPV’s or Pininfarina’s taking on of additional debt for a total amount exceeding €5,000,000; (iv) intragroup transactions carried out by the SPV or Pininfarina not on an arm’s length basis exceeding €2,000,000 p.a.; (v) the redemption of reduction/modification of the SPV’s and/or Pininfarina’s share capital; (vi) SPV’s and/or Pininfarina’s distribution of dividends or bonus issues; (vii) incorporation of new companies controlled by Pininfarina that are not envisaged in its annual budget and included in its business plan; (viii) the dissolution, liquidation, restructuring or application for winding up, insolvency or other similar procedures protecting creditors and involving the SPV or Pininfarina; (ix) changes (not required by binding rules) to the SPV’s or Pininfarina’s bylaws; (x) resolutions concerning the approval or modification of the SPV’s or Pininfarina’s financial statements. However, if the applicable law imposes a term for the approval of the financial statements, after that term, the 80% majority is not required to that approval; (xi) changes (not required by binding rules) to the basis of preparation of the financial statements, accounting policies or practices and financial reporting system adopted by the SPV or Pininfarina; (xii) the start-up/discontinuance of business segments not envisaged by the SPV’s or Pininfarina’s business plan; (xiii) any organisational strategies or policies not envisaged by the SPV’s or Pininfarina’s business plan; (xiv) any mergers, acquisitions sales, demergers or restructuring of or by the SPV or Pininfarina, or investing in or acquiring shares of other legal entities or businesses or any increases or decreases in any equity investment or interest in any legal entities or businesses by the SPV or Pininfarina; (xv) acquisitions or sales of businesses or assets not envisaged by the SPV’s or Pininfarina’s business plan; (xvi) listing or delisting the SPV or Pininfarina in any stock exchange; (xvii) any investment, outlay or obligation taken on by the SPV or Pininfarina exceeding €3,000,000 p.a. and not specifically related to the SPV’s or Pininfarina’s business plan;

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(xviii) disbursement of any financing (not as part of ordinary trading transactions and as envisaged by the SPV’s or Pininfarina’s business plan) by the SPV or Pininfarina exceeding €3,000,000 for each transaction; (xix) Pininfarina’s taking on or revising any charges or guarantees exceeding €5,000,000 for third party obligations; (xx) appointing or dismissing the SPV’s or Pininfarina’s independent auditors; (xxi) contracts signed by the SPV or Pininfarina, that are: (i) contracts or obligations not on an arm’s lengths basis and individually exceeding €1,000,000; (ii) exclusive or non-competition agreements individually exceeding €2,000,000; (iii) contracts that are not part of the ordinary business individually exceeding €1,000,000; (xxii) any contractual approval or waiver entailing SPV’s or Pininfarina’s taking on of obligations or responsibilities exceeding €5 million in any year; (xxiii) changes to the SPV’s or Pininfarina’s legal or tax status; (xxiv) licensing or sub-licensing or receiving or transferring any intellectual property rights of the SPV or Pininfarina, including any trademark (registered or not), including any technology, business secret or know-how, except for those developed for car OEMs as part of Pininfarina’s ordinary business; (xxv) commencing or settling any non-criminal legal proceeding that may potentially cause a loss exceeding €1,000,000 and any criminal proceedings, involving the SPV or Pininfarina, except for the SPV’s action against its shareholders; (xxvi) any measures that may be adopted by the SPV to meet Pininfarina’s financial requirements. For the purposes of the above list of matters, any reference to Pininfarina shall be intended as inclusive of any of its subsidiaries. C) Provisions covering the transfer of the SPV’s shares (i) Lock-up period and allowed intragroup transfers Unless with the prior written consent of the non-selling shareholders, the shareholders cannot transfer any SPV shares during the lock-up period (two years from the Agreement’s effective date). Transfer restrictions do not apply to transfers to a related company of the selling shareholder (where a related company is a parent, subsidiary or parent’s subsidiary of the shareholder), provided that: - the sale does not violate the regulatory, contractual or other obligations taken on by the shareholders under the SPA or other related agreements; - the related company formally takes on the obligations provided for by the Agreement; - the related company proves that its financial capability is not lower than that of the selling shareholders and that it is able to meet the obligations provided for by the Agreement or to be backed by a guarantee granted by the selling shareholder for those obligations; - the related company agrees that it will return the shares to the selling shareholder or another of its related companies, should it no longer be a related company.

(ii) Right of first offer and right of first refusal If a shareholder (the “Selling shareholder”) receives a definitive proposal by a third party (the “Bidder”) for the transfer of shares or a portion thereof (the “Offered shares”), the Selling shareholder shall send a specific written notice (the “Bid notice”) to the other shareholders (the “Non-selling shareholders”) showing the price offered by the Bidder (the “Bid price”), the Bidder’s identity, payment and other sale terms. The Non-selling shareholders may, including through nominees, purchase all Offered shares at the Bid price by sending a specific written notice to the Selling shareholder within 45 business days of the receipt of the Bid notice. Should more than one Non-selling shareholder exercise their right of first offer, each of them shall purchase the shares in proportion to their Agreed investment. The share transfer shall be executed within 45 business days of acceptance. If the Non-selling shareholders do not exercise their right of first offer, the Selling shareholder shall be free to transfer the Offered shares to the Bidder at the terms and conditions specified in the Bid offer and at the Bid price within 45 business days of the expiry date of the term for the acceptance of the Bid notice, subject to the conditions for transfers to third parties set out below and the tag-along right set out in (iii) below. At any rate, the Selling shareholder cannot transfer the shares to third parties, unless the Non-selling shareholders consider those third parties to be suitable joint venturers, based on a reasonable opinion and the following criteria: a) the third party is financially solid and reliable and has proven to be able to finance, with its own funds, the capital injections required by the Agreements; b) the third party is not a competitor of M&M, TechM or Pininfarina; c) a business relationship with that third party would not negatively affect the Non-selling shareholders’ brand and reputation; and d) the third party formally takes on all obligations provided for by the Agreement. (iii) Tag-along right

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In addition to the right of first offer set out in (ii) above and again within 45 days of receipt of the Bid notice, the Non-Selling shareholders may notify in writing their intention to exercise their right to transfer a proportional number of shares at the same terms and conditions as those of the Bid notice (the “Tag-along shares”). If the Bidder does not intend to buy the Tag-along shares, the Selling shareholder may not execute the transfer of the Offered shares. (iv) Put option, call option and drag-along right In the case of contractual default, the Contract provides for certain put and call options and a drag-along right for the non-defaulting shareholders. Specifically, in the case of failure to comply with the substantial obligations provided for by the Agreement (subject to a grace period of 30 business days to remedy the default), or in the case of deceit, fraud, wilful misconduct, theft or misappropriation in the performance of the contractual obligations to the SPV and/or its subsidiaries, the non-defaulting shareholders are relieved from the restrictions to the transfer of their shares and are entitled, at their discretion, to exercise one of the following rights: a) Call or put option: within 45 business days of the default notice (or at the expiry of the 30-day term to remedy the default), a Non-defaulting shareholder may notify its intention to: - purchase, directly or via one of its related companies, the Defaulting shareholder’s shares. The Parties expressly agree that the Non-defaulting shareholder may freely transfer its right (or a part thereof) to purchase the desired number of shares with no obligation of the transferee(s) to become a party to this Agreement or make any action or claim that may be made between the Parties; or - sell its shares to the Defaulting shareholder and/or its related companies. b) Drag-along right: the Non-defaulting shareholder(s) are collectively entitled to sell all their shares to a third party, by appointing a merchant bank at the Defaulting shareholder’s expenses to facilitate the sale at an acceptable price for the Non-defaulting shareholder(s). If, as a condition for the sale, the third party buyer intends to purchase all the other shares held by the Defaulting shareholder (in addition to those held by the Non-defaulting shareholder(s)), the Defaulting shareholder shall sell all its shares to the third party buyer. If one of the insolvency events affecting a shareholder occur (i.e., winding-up, appointment of liquidators, insolvency, composition with creditor, discontinuation of production activities, etc.), the Non-defaulting shareholders are entitled to decide to transfer the shares of the Defaulting shareholder to them or third parties, at terms and conditions that are acceptable for them, notwithstanding the restrictions to the transfer of shares provided for by this Agreement.

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TABLE 5: MANAGEMENT AUTHORITY OF THE MANAGING DIRECTOR - EXTRACT Administrative representation - representing the company with both civil and military public administration and private parties; Legal representation - representing the company at dispute and non-dispute proceedings before any judicial, civil (including the labour court), criminal and administrative authority, as well as any tax authority or body, with the power to assign tasks to professionals, appoint lawyers or proxies, attorneys of record, accountants, experts and appraisers, choose domiciles, settle and/or conciliate disputes of every order and degree, including with the labour court, either in or out of court; Relations related to personnel - acquiring professional and employee services, hiring and dismissing personnel of any category and level and managing relations with all related bodies, for instance, the labour office, labour inspectorate, social security institutions and professional associations; Relations with customers and suppliers - representing the company in pursuing new market opportunities, as well as managing and improving existing ones; - drawing up contracts and deeds with customers and suppliers, implementing all deeds and compliances necessary and beneficial for fulfilling obligations and exercising rights; Investment and finance - selling, purchasing and performing acts of disposition on shares, bonds and securities of any kind; - taking out and granting loans and borrowings, to the extent of the limits set by approved budgets, and granting and accepting any guarantees, including collateral; - opening current accounts and carrying out related transactions, making withdrawals, including overdrafts, and signing cheques and receipts; Company management - implementing Board of Directors’ resolutions; - purchasing, selling and, if required, trading plant, machinery, equipment, furnishings, moveable property, products in general, goods, raw materials and consumables; - acquiring, requesting and selling certificates and patents; requesting extensions and integrations, in Italy and abroad; exercising the company’s rights in relation to intellectual property; - competing, on behalf of the company, in tender contracts and private negotiations and private bids issued by ministries, state, regional, provincial and municipal administrations, other bodies and private parties, in Italy and abroad, signing the related applications, tender contracts, specifications and submission deeds; - carrying out any transaction related to foreign trading, both imports and exports, at the Italian Foreign Exchange Office, the Bank of Italy and delegated banks, the Ministry of Foreign Trade, chambers of commerce in Italy and equivalent offices abroad, as well as at other bodies; - representing the company before the Ministry for Transport in relation to approval papers; signing statements of compliance and certificates of origin for vehicles submitted by the company with all the relevant powers; - carrying out transport, delivery and import/export customs clearance transactions in Italy and abroad and at FOB designated ports for deposits and any other reason with any party and, particularly, with the government-run Cassa Depositi e Prestiti e Debito Pubblico (deposit and loan bank), signing related requests, assignments, receipts, statements and registers, granting releases if valid; - receiving all the notifications submitted by directors in charge of the various sectors who have been assigned specific duties under special proxies, so that each of them, within the scope of their duties, can achieve the objective of ensuring that the company’s operations do not jeopardise or disturb third parties; - ensuring that the duties assigned to the various directors are fulfilled, coordinating the work of the various departments, if necessary; - furthermore, even though it is not specified here, doing everything possible that is necessary or beneficial to the power assigned thereto.

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Employer pursuant to Legislative decree no. 81/2008, as subsequently amended and integrated - incurring expenses, without limits to the amount, for the health and safety of employees, including any unplanned expenses which are promptly communicated and justified to the Board of Directors; - exclusively exercising all powers in relation to bringing health and safety in the workplace, ecology, protection of the external environment and surrounding area, and fire prevention measures into line with the relevant regulations, signing as the “legal representative”, “employer” or “principal”. Such powers can be exercised before private bodies and public authorities in charge of issuing the relevant authorisations, receiving notifications or communications and, more generally, that are assigned with supervisory and monitoring functions, together with the recognition of broad financial autonomy, for the purpose of complying with all duties referred to in the above decree; - assigning proxies, via power of attorney, to individuals who the employer deems most fit to effectively ensure compliance with obligations set out in the above legislation. Such proxies may be general in nature or refer to single deeds or transactions, following an assessment which shall be referred to the full discretion of the Managing Director; - assessing the need or benefit to maintaining, cancelling or modifying any proxies still in place. Specifically in relation to duties regarding health and safety in the workplace and the environment, proposing full powers to act, organise and spend, in addition to legal representation of the company, with the option to delegate some of assigned duties and responsibilities to third parties, with the exception of those set out in article 17 of Legislative decree no. 81/2008.

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