Board and Shareholders' Meetings

Pirelli & C. Società per Azioni
Milan - Viale Piero e Alberto Pirelli 25
Share capital Euro 1,345,380,534.66 fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING

AGENDA

Ordinary part
Appointment of seven members of the Board of Directors. Related and consequent resolutions.

Extraordinary part

1. Mandatory conversion of savings shares into new delisted non-voting shares; related and consequent resolutions.
2. Adoption of a new text of By-Laws consequent to the delisting of the ordinary shares and to the mandatory conversion of savings shares into new delisted non-voting shares; related and consequent resolutions.
3. Approval of the merger plan between Pirelli & C. S.p.A. and its parent company Marco Polo Industrial Holding S.p.A.; related and consequent resolutions; delegation of powers.

***

Under the terms and provisions of law, there shall be made available to the public at the Company’s Milan headquarters at Viale Piero e Alberto Pirelli 25, at the Italian Stock Exchange, and through the authorized storage mechanism “NIS–Storage” (www.emarketstorage.com) and on the Company's website www.pirelli.com, the Directors’ reports and the proposed resolutions pertaining all the items on the agenda.

***

Persons entitled to vote, before the meeting and no later than 12 February 2016, will be able to ask questions relating to the items on the agenda. All questions must be received by mail at the registered office of the Company or by fax at +39 02 64424426 or by logging on to the website www.pirelli.com and following the instructions given in the section dedicated to the shareholders' meeting, where further information on the matter may be found.

***

Further information concerning:
- additions to the agenda and presentation of new draft resolution
- right to participate in the meeting and proxy voting are published on the Company's website www.pirelli.com

INFORMATION ON SHARE CAPITAL AND SHARES WITH VOTING RIGHTS

The share capital of Pirelli & C. S.p.A. amounts to1,345,380,534.66 euro, and is divided into a total of 487,991,493 shares with no par value, of which 475,740,182 (1,311,603,971.79 euro) are ordinary shares and 12,251,311 are savings shares (33,776,562.87 euro). In an ordinary and/or extraordinary Shareholders’ Meeting only the ordinary shares have voting rights. As of today, the Company holds 351,590 ordinary treasury shares, for which the voting rights have been suspended.

Milan, 23 November 2015
On behalf of the Board of Directors
Executive Vice Chairman and CEO
(Mr. Marco Tronchetti Provera)

This notice of meeting is published on the Company's website www.pirelli.com on 23 November 2015.
An extract of the notice is already published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on 24 November 2015 and is available at the Italian Stock Exchange and at the authorised storage mechanism “NIS–Storage” (www.emarketstorage.com).

Notice of the meeting (120 KB)

Extract of Notice of Ordinary and Extraordinary Shareholders' Meeting (4,19 KB)

Meeting called on 15th february 2016 (143 KB)

Documentation made available to the public at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, at Borsa Italiana S.p.A. and the authorised storage mechanism “NIS–Storage” (www.emarketstorage.com) as well as being published on the Company website  www.pirelli.com.

Notice published on 23 December 2015 in the terms of art. 2437-ter c.c. and art. 84 of Consob Regulations 11971/99 (4,4 KB)

***

Appointment of seven members of the Board of Directors

Report of the Board of Directors and proposal for resolution (23,1 KB)

***

Mandatory conversion of savings shares into new delisted non-voting shares

Adoption of a new text of By-Laws consequent to the delisting of the ordinary shares and to the mandatory conversion of savings shares into new delisted non-voting shares

The Extraordinary Shareholders' Meeting is called upon to resolve concerning:
- proposal of mandatory conversion of Pirelli & C. S.p.A. savings shares into a special class of newly issued shares, and
- proposal of adoption of a new By-Laws consequent to the delisting of ordinary shares and to the abovementioned mandatory conversion of the savings shares;
all as set out in the report prepared by the Board of Directors attached below.

Report of the Board of Directors and proposal for resolution (310 KB)

***

Approval of the merger plan between Pirelli & C. S.p.A. and its parent company Marco Polo Industrial Holding S.p.A.

Common Expert Report (*) (1,0 MB)

(*) in the terms of articles 2501-bis, paragraph 4, and 2501-sexies of the Civil Code, they jointly requested and obtained appointment of a common expert from the Court of Milan (The “Common Expert”), with the task, inter alia, of certifying the reasonableness of the indications contained in the project for Merger of the financial resources foreseen for meeting the obligations of the company resulting from the Merger. By an order filed on 27 November 2105 the Court of Milan appointed KPMG S.p.a., a company subject to oversight by Consob, as Common Expert.

Pirelli & C. S.p.A. - Information Document regarding major transaction with related parties - 29/12/2015 (1,41 MB)

Reports of the Board of Directors of Pirelli & C. S.p.A. and Marco Polo Industrial Holding S.p.A. and proposal of resolution

Pirelli & C. S.p.A. (244 KB)

Marco Polo Industrial Holding S.p.A. (240 KB)

Merger plan by absorption of Marco Polo Industrial Holding S.p.A. into Pirelli & C. S.p.A. (525 KB)

Further documentation in the terms of art. 2501-septies of the Civil Code

Pirelli & C. S.p.A.

Half-year Financial Report as at 30/6/2015 (equity situation in the terms of art. 2501-quater of the Civil Code) (2,34 MB)

Financial statements as at 31/12/2014 (10,4 MB)

Financial statements as at 31/12/2013 (6 MB)

Financial statements as at 31/12/2012 (2,9 MB)

Marco Polo Industrial Holding S.p.A. (*)

Financials as at 30 November 2015 (equity situation prepared on the basis of international accounting principles based IAS/IFRS) (113 KB)

(*) Marco Polo Industrial Holding S.p.A. has not yet closed any financial statements as it was constituted during 2015

Proxy form

Those who have the right to vote at the Meeting may be represented by proxies issued in the manner prescribed by law and regulations (they can also use the attached form duly completed and signed).
The proxy may be notified to the Company at the registered office – Milan, Viale Piero e Alberto Pirelli 25 - by post or electronically to the following certified email address: assemblea@pec.pirelli.it.

A proxy who attends the Meeting must however prove that their copy matches the original.

Proxy form

Please remember that, under current rules, in order to prove entitlement to the right to attend the General Meeting and to vote, it is necessary for the intermediary to present to the Company their request from the person concerned.

There are no procedures for voting by post or online.

Appointed representative

As indicated in the notice, the Company has appointed Computershare S.p.A. (formerly Servizio Titoli S.p.A.) as the entity to which the persons entitled to vote at the meeting may grant proxies free of charge ("Designated Representative").

The proxy with voting instructions may be granted by the end of the second trading day prior to the date set for the meeting using the form available in hard copy from Computershare (Via Lorenzo Mascheroni 19, Milano) or at the offices of the Company.

Persons entitled to vote are entitled to ask questions concerning items on the agenda before the meeting by sending a letter to Pirelli & C. S.p.A., Viale Piero e Alberto Pirelli 25, by post or by fax on + 39 02 64424426 or by entering their question in this section of the Company's website..

Questions will be answered at the latest during the course of the meeting itself and in a paper document to be made available at the beginning of the meeting.

Please remember that the Company may provide a single answer to several questions having the same substance.

The Company also reserves the right to provide their answers in the "Questions and Answers" published in this section of the Company's website.

Please be informed that, by law, the right to ask questions via this section of the website of the Company pertains only those who have the right to vote at General Meetings of Pirelli & C. S.p.A.

Furthermore, those claiming a right to vote at the Meeting must, under their own responsibility, provide their identification data and email address and also authorise the Company to process their personal data under current law.

The share capital of Pirelli & C. S.p.A. share capital of Pirelli & C. S.p.A., standing at 1,345,380,534.66 euros, is divided into 487,991,493 shares without nominal value, of which 475,740,182 (1,311,603,971.79 euros) are ordinary shares and 12,251,311 (33,776,562.87 euros) are savings shares.

At ordinary and/or extraordinary meetings of the shareholders only ordinary shares carry voting rights.

At present, the Company holds no. 351,590 ordinary shares as treasury shares. The respective voting rights are suspended.

Pirelli & C. Società per Azioni
Milan - Viale Piero e Alberto Pirelli 25
Share capital Euro 1,345,380,534.66 fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

CALL TO SPECIAL MEETING OF SAVINGS SHAREHOLDERS

Those entitled to vote in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares are called for a special meeting in Milan, Viale Sarca no. 214, on Monday, 15 February 2016, at 12.00 a.m., in single call, to discuss and resolve upon the following

Agenda

1. Approval of the resolution concerning the mandatory conversion of savings shares into new delisted non-voting shares proposed to the extraordinary meeting of Pirelli shareholders;
2. Pertaining resolutions with respect to the adoption of a new text of By-Laws consequent to the delisting of the ordinary shares and to the mandatory conversion of savings shares into new delisted non-voting shares proposed to the extraordinary meeting of Pirelli shareholders.

***

DOCUMENTATION

Under the terms and provisions of law, the report of the common representative of the saving shareholders, the report of the Board of Directors and the proposed resolutions and the other documentation relevant to all items on the agenda will be available at the Company’s registered office, at Borsa Italiana S.p.A., to the mechanism for the central storage of regulated information denominated “NIS–Storage” (www.emarketstorage.com) and also available on the web site of the Company, www.pirelli.com

***

ENTITLEMENT TO ATTEND THE SPECIAL MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders’ meeting and exercise the voting rights is attested by a communication to the Company issued by the authorised intermediaries in accordance to its book-keeping entries, in favour of the party with voting rights at the date of 4 February, 2016 (the “record date”). Therefore, those who result to be holders of saving shares only after that date shall not be entitled to attend or vote at the Shareholders’ meeting.
Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force.
A facsimile of the voting proxy form is available at the Company’s registered office or on the Company’s website at the address www.pirelli.com, in the section dedicated to the Shareholders’ meeting.
The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or email to the following certified mailbox: assemblea@pec.pirelli.it.
The proxy holder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Computershare S.p.A. as subject to whom the holders of saving shares can give their proxy free of charge (the “Designated Representative”).
The proxy with voting instructions shall be granted with the form that can be obtained on the website www.pirelli.com, in the section of the Special Meeting dedicated to the Designated Representative, or in paper form at the office of Computershare S.p.A. or at  the Company’s registered office.
The original proxy must in any case be sent to the Registered Office of Computershare S.p.A., at Via Lorenzo Mascheroni no. 19 - 20145 Milan (Italy), possibly anticipated a true copy accompanied by a declaration of conformity by either fax to fax number 0039.02.46776850 or by enclosing it to in an email to ufficiomilano@pecserviziotitoli.it within 11 February 2016.
The proxy granded following these instructions will have effect only for the proposal on which voting instruction have been given. The proxy and the voting instruction can be revoked within the above mentioned term.
Further information on granting a proxy to the Designated Representative are available on the Company’s website www.pirelli.com.

FURTHER ITEMS TO THE AGENDA AND THE SUBMISSION OF NEW RESOLUTIONS

In accordance with law provisions, the shareholders with voting right in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares that, alone or jointly, represent at least one fortieth of the saving share capital may, within ten days from the publication of this notice, request the inclusion of further items for discussion on the agenda, in the frame of those listed in article 146, first paragraph, of the Legislative Decree no. 58 dated 24th February, 1998, indicating in the request the items proposed, or submit proposals for new resolutions relevant to the items on the agenda.
The request must be submitted in writing and posted to the registered office of the Company in Milan, Viale Piero e Alberto Pirelli n. 25, or sent to the certified email address assemblea@pec.pirelli.it, together with the documentation proving ownership of the above-stated shareholding and issued by the intermediaries that keep the accounts in which the saving shares are registered.
By the same term and following the same procedure, a report on the proposed items must be submitted by the applying shareholders with voting right in the Special Meeting, containing the reason of the proposal of the addition to the items already listed or those relevant to the further proposals.
Following the same procedures laid down for publishing this notice, the Company, at least fifteen days prior to the date of the Special Meeting, shall give notification of any additions to the items to be discussed in the meeting or of any proposals for new resolutions on the existing items for discussion.
Simultaneously with the publishing of the additions note, the Company, through the same procedures, shall make available to the public the report submitted by the applying shareholders with voting right in the Special Meeting, together with any assessments of the Board of Directors and/or of the common representative of the holders of saving shares.

QUESTIONS ON THE ITEMS ON AGENDA

Before the date of the Special Meeting and in any case no later than 12 February 2016, the holders of saving shares can submit questions relevant to the items on the agenda. The questions should be sent by mail to the Company’s registered office or by facsimile at the number 0039.02.64424426 or linking the web site www.pirelli.com and following the relevant instruction in section of the Special Meeting, where it is possible to gather all the informations on the matter.

INFORMATION RELEVANT TO THE SHARE CAPITAL AND TO THE SHARES WITH VOTING-RIGHTS

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 (Euro 33,776,562.87) saving shares. In the Special Meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).As of this date, the Company owns no. 408,342 saving shares whose voting rights are suspended.

Milan, 23 November 2015
On behalf of the Board of Directors
Executive Vice-Chairman and CEO
(Mr. Marco Tronchetti Provera)

This notice was published on the Company’s website www.pirelli.com on 23 November 2015.
An extract of the notice is already published in the daily newspapers “Il Sole 24 Ore” and “Milano Finanza” on 24 November 2015, and it is also available at Borsa Italiana S.p.A. and the mechanism for the central storage of regulated information denominated “NIS–Storage” (www.emarketstorage.com).

Notice of the meeting (120 KB)

Extract of Notice of Special meeting of savings Shareholders (4,22 KB)

Meeting called on 15th february 2016 (143 KB)

Documentation made available to the public at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, at Borsa Italiana S.p.A. and the authorised storage mechanism “NIS–Storage” (www.emarketstorage.com) as well as being published on the Company website www.pirelli.com.

Notice published on 23 December 2015 in the terms of art. 2437-ter c.c. and art. 84 of Consob Regulations 11971/99 (4,4 KB)

Further information can be found in the website section devoted to the general meeting on 15 February 2016 of the ordinary shareholders in the Company.

***

Approval of the resolution with subject matter the mandatory conversion of savings shares into new shares without voting rights not listed on regulated markets moved by the extraordinary general meeting of the Shareholders of Pirelli & C. S.p.a.

Resolutions of concern in respect of adopting a new wording for the articles of association of the company consequent upon revoking taking place of the listing of ordinary shares and mandatory conversion of savings shares into new shares without voting rights not listed on regulated markets moved by the extraordinary general meeting of the Shareholders of Pirelli & C. S.p.a.

Savings shareholders have been convened in a special meeting to approve, in so far as it is of their concern, the following proposal of resolution submitted for approval by the general meeting of ordinary shareholders convened for the same date, 15 February 2016:
- proposal of mandatory conversion of Pirelli & C. S.p.A. savings shares into a special class of newly issued shares, and
- proposal of adoption of a new By-Laws consequent to the delisting of ordinary shares and to the abovementioned mandatory conversion of the savings shares;

All as set out in the report prepared by the Board of Directors attached below:

Report of the Board of Directors and proposal for resolution (310 KB)

As set out in the foregoing report, the proposal of mandatory conversion foresees awarding new unlisted shares (with the same equity privileges as savings shares currently in circulation) to savings shareholders and, to those who have not taken part in the related resolution, the right to withdrawal as set forth under art. 2437-quinquies and art. 2437 of the Civil Code.

Further information concerning the withdrawal right will be made available in this section of the Company website upon the outcome of the general and special shareholders meetings on 15 February 2016.

Please find herewith enclosed also the report of the Common representative of the holders of saving shares to the Special Meeting.

Report of the common representative of the holders of saving shares to the Special Meeting (60 KB)

***

At the Extraordinary Shareholders' Meeting of ordinary shareholders on 15 February 2016 the following resolution will be also proposed:

Approval of the merger plan between Pirelli & C. S.p.A. and its parent company Marco Polo Industrial Holding S.p.A.

For further details: Extraordinary Shareholders' Meeting of the ordinary shareholders of the Company

Anyone with voting rights in the Special Meeting can be represented by proxy issued according to the provisions of laws and regulations in force (can also be used the form herewith enclosed completed and signed).The proxy can be notified to the Company by sending a notice to the registered office in Milan, Viale Piero e Alberto Pirelli n. 25, by ordinary mail or e-mail to the following certified mailbox: assemblea@pec.pirelli.it.

The proxyholder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.

Form of proxy

Please remember that, in accordance with the regulation applicable, to confirm entitlement to voting rights and for its exercise at the Special Meeting, the notice to the issuer from the intermediary (acting at the request of the interested party) is always necessary.

No provisions are made for voting by correspondence or by electronic means.

Designated Representative

As stated in the call of the Special Meeting, the Company has designated Computershare S.p.A. as subject to whom holders of saving shares can give their proxy free of charge (the “Designated Representative”).

Form of proxy

The holders of saving shares can submit questions relevant to the items on the agenda before the date of the Special Meeting sending them by regular mail to Pirelli & C S.p.A., in Milan, Viale Piero e Alberto Pirelli n. 25, or by fax to the number +39 (02) 64424426, or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. To assist in facilitating replies, all questions must be received by 12 February 2016.

All the questions will be answered at the latest during the Special Meeting.

Please note that the Company could give a sole answer to questions having the same content.

Moreover, the Company can give replies also in format "questions and answers" published in this section of the website.

In accordance with the regulation applicable only those entitled to vote in the Special Meeting have the right to submit questions through this section of the website.
Those entitled to vote, in addition to declaring - on their own responsibility - their entitlement to vote in the Special Meeting, must also give details of their identity, their email address, and must likewise authorise the Company to process their personal data in accordance with existing law.

The share capital of Pirelli & C. S.p.A., standing at 1,345,380,534.66 euro, is divided into 487,991,493 shares without nominal value, of which 475,740,182 (1,311,603,971.79 euro) are ordinary shares and 12,251,311 (33,776,562.87 euro) are savings shares.

In the Special Meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).

At present, the Company owns no. 408,342 saving shares whose voting right is suspended.

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital 1,345,380,534.66 euros fully paid up
Companies Register of Milan, tax code and VAT no. 00860340157

NOTICE OF SHAREHOLDERS’ MEETING

The persons entitled to vote in the general meeting of ordinary shareholders of Pirelli & C. Società per Azioni are called to an Ordinary Shareholders’ Meeting in Milan at Viale Sarca no. 214, at 14:30 on Thursday, 14 May 2015, in a single call, to discuss and resolve on the following

AGENDA

1. Financial Statements as at 31 December 2014. Related and consequent resolutions.
2. Appointment of six members of the Board of Directors. Related and consequent resolutions.
3. Board of Statutory Auditors:
   • appointment of standing and alternate auditors;
   • appointment of the Chairman;
   • determination of remuneration of auditors.
4. Remuneration policy: consultation.
5. Insurance policy designated "Directors and Officers Liability Insurance". Related and consequent resolutions.
6. Purchase and disposal of treasury shares. Related and consequent resolutions.

***

Concurrently with the publication of this notice, there shall be made available to the public at the Company’s Milan headquarters at Viale Piero e Alberto Pirelli 25, at the Italian Stock Exchange, on the authorised storage mechanism "1Info" (www.1info.it) and on the Company's website www.pirelli.com, the Directors’ reports and the proposed resolutions pertaining to the second item on the agenda (inclusion in the Board of Directors), the third item on the agenda (renewal of the Board of Statutory Auditors), the fifth item on the agenda (D&O Insurance Policy), and the sixth item on the agenda (purchase and disposal of treasury shares).

The Annual Financial Report (the first item on the agenda), including the draft financial statement, the Consolidated Financial Statement, the management report and the certification pursuant to art. 154-bis, Paragraph 5, of Legislative Decree 58 of 24 February 1998 (CFA), together with the reports of the Board of Statutory Auditors and the independent auditors, the annual Report on corporate governance and structure of share ownership, and the Sustainability Report, will all be made available to the public in the same way by 21 April 2015 together with the report on the remuneration policy consultation (fourth item on the agenda).

Documentation relating to the financial statements of subsidiaries and associates will be available to the public at the registered office by 21 April 2015.

***

Persons entitled to vote, before the meeting and no later than 11 May 2015, will be able to ask questions relating to the items on the agenda. All questions must be received by mail at the registered office of the Company or by fax at +39 02 64424426 or by logging on to the website www.pirelli.com and following the instructions given in the section dedicated to the shareholders' meeting, where further information on the matter may be found.

***

ADDITIONS TO THE AGENDA AND PRESENTATION OF NEW DRAFT RESOLUTIONS

Pursuant to the law, Shareholders who individually, or jointly with other shareholders, represent at least one fortieth of the ordinary share capital, may request, within ten days of publication of this notice, inclusion of items to be discussed, indicating in their request the additional items proposed, or they may submit proposed resolutions on matters already on the agenda.

The question - together with appropriate documentation certifying the ownership of the said shareholding, issued by the intermediaries who hold the accounts to which the shares are registered - must be submitted in writing, including by mail, to the Company's registered office in Milan, Viale Piero e Alberto Pirelli n. 25, or be sent to the certified email address assemblea@pec.pirelli.it.

By the same deadline for submission of the latter requests, and in the same way, Shareholders must submit a report which states the reasons for the proposed resolutions on new matters they propose to discuss, or the reasons for the further resolutions they propose to present on matters already on the agenda.

Any additions to the list of matters that the Shareholders’ Meeting will have to deal with, or any additional draft resolutions on matters already on the agenda, will be notified by the Company, in the same manner as prescribed for the publication of this meeting notice, at least fifteen days before the date set for the meeting.

At the same time any notice of further additions is published, the Company will, and in the same form, make available the report prepared by the requesting Shareholders, accompanied by any opinion of the Board of Directors.

Please note that additions are not allowed for matters which the Meeting resolves, by law, as proposed by the Directors, or on the basis of a project or a report prepared by them, other than those referred to in Article 125-ter, Paragraph 1, of the CFA.

RIGHT TO PARTICIPATE IN THE MEETING AND PROXY VOTING

The right to attend the meeting and to exercise voting rights is certified by a communication to the Company from an authorised intermediary, in accordance with their accounting records, in favour of the person who has the right to vote on 5 May 2015 (the "record date"). Therefore, those who only hold their shares after that date will not be entitled to attend and vote at the meeting.
Shareholders with voting rights may be represented by means of a proxy issued in accordance with the procedures prescribed by applicable law and regulations.

A facsimile of the proxy voting form is available at the registered office and on the Company's website at www.pirelli.com in the section dedicated to the Shareholders’ Meeting.

>A proxy may be notified to the Company at the registered office by mail or, electronically, to the following certified e-mail: assemblea@pec.pirelli.it.

A proxy attending the meeting must, however, prove that their copy of the notice matches the original.

Designated Representative
The Company has appointed Computershare S.p.A. as the entity by which the shareholders may confer proxies (the "Designated Representative") free of charge.

A proxy with voting instructions will be given with the digital form available on the website www.pirelli.com in the section dedicated to the Designated Representative, or with a hard copy available at the offices of Computershare S.p.A. or of the Company.

The original of the proxy must arrive at the offices of Computershare S.p.A., at Via Lorenzo Mascheroni n. 19 – 20145 Milan. Any copy must be accompanied with a declaration of conformity sent by fax to +39 02 46776850 or attached to an e-mail sent to ufficiomilano@pecserviziotitoli.it by 12 May 2015. A proxy thus granted will only have effect in relation to the proposals for which the voting instructions were given. The proxy and voting instructions may be revoked within the same period as above.

Further information concerning the granting of the proxy to the Designated Representative is available on the Company's website www.pirelli.com.

SLATE VOTING FOR APPOINTING THE BOARD OF STATUTORY AUDITORS

The appointing of the standing and alternate auditors will be made by means of slate voting, pursuant to Article 16 of the Articles of Association, and applicable rules and regulations. From the slate that receives the majority of votes cast by Shareholders, two standing and two alternate auditors will be elected; the remaining standing auditor and alternate auditor will be taken from the other slates (the minority slates). The Chairmanship of the Board of Statutory Auditors will go to the first candidate on the minority slate.

Entitled to submit voting slates are those Shareholders who, alone or together with other shareholders, represent at least 1% of the share capital entitled to vote at an ordinary shareholders’ meeting. Each Shareholder may submit or participate in the presentation of only one slate, and each candidate may appear on only one slate, under penalty of ineligibility.

Along with the voting slates, the Shareholders presenting them must present information on their identity and the percentage of their total shareholding in the ordinary share capital of the Company. Ownership of the total shareholding held may be attested, under the current regulatory provisions, even after presentation of the voting slates, so long as it is more than 21 days before the date of the meeting.

Shareholders, other than those who hold a relative majority, must also provide a declaration that they have no connection with the latter.

The slates are divided into two sections: one for candidates for the office of standing auditor (numbered in order) and the other for candidates for the position of alternate auditor (numbered in order). The first candidate in each section must be selected from among those registered in the Register of Statutory Auditors who have carried out statutory audits for a period of not less than three years.

In compliance with the Articles of Association, and regulations in force concerning gender equality, slates that, in both sections, have three or more candidates, must include candidates of different genders in both the section for the standing auditors and that for alternate auditors. Since this is the first renewal of the Board of Statutory Auditors after the entry into force of Law 120 of 12 July 2011 (which introduced gender quotas for the composition of the administrative and control organs of listed companies), the share of the lesser represented gender must be equal to at least a fifth of the elected auditors.

By reason of the above, the Board of Directors invites the shareholders intending to present slates for electing members of the Board of Statutory Auditors to comply with the abovementioned provisions, recommending in this regard that the top two candidates in each section of the slate be of a different gender.

With each slate declarations must be submitted in which the candidates accept their candidature and, at their own responsibility, declare the absence of reasons for their ineligibility and their fulfilment of the requirements for the office prescribed by laws, regulations and the Articles of Association. Each candidate must also declare their suitability to qualify as independent, according to the criteria adopted by the Company (Code of Conduct for Listed Companies).

With these statements there must also be submission of the personal and professional curricula vitae of each candidate.

Given that, pursuant to the final paragraph of Article 2400 of the Civil Code, at the time of appointment, and before accepting it, anyone elected as an auditor must disclose to the Shareholders’ Meeting any positions of administration and control they may hold in other companies, taking into account the provisions of Article 148-bis of the CFA, and the candidates are invited to provide a specific statement to that effect as part of their curricula vitae, with a recommendation to ensure that this is updated for the date of the meeting. It is also recommended that candidates authorise publication of their curricula vitae on the Company's website.

The slates of candidates, signed by those who present them, along with the supporting documentation, must be submitted to the Company’s registered office or sent to the certified email address at assemblea@pec.pirelli.it by 19 April 2015. If, within this period, only one slate is presented, or only slates that are connected under the laws and regulations applicable, additional slates may be submitted within the following three days (i.e. by 22 April 2015). In such an event, the percentage threshold of 1% of the ordinary share capital previously indicated for the presentation of slates is reduced to 0.5%.

The slates of candidates submitted by Shareholders, together with the information required by applicable regulations, will, in terms of the current legislation, be made available to the public at the Company’s headquarters, at the Italian Stock Exchange, on the Company's website www.pirelli.com and at the storage mechanism 1Info.

Slates presented which do not comply with the provisions of Article 16 of the Articles of Assocation,or with applicable law, will be disregarded.

Finally, we invite Shareholders who intend to present slates for the election of members of the Board of Statutory Auditors to read the appropriate documentation published on the Company's website at www.pirelli.com and, in particular, the recommendations contained in Consob communication DEM/9017893 of 26 February 2009.

INFORMATION ON SHARE CAPITAL AND SHARES WITH VOTING RIGHTS

The share capital of Pirelli & C. S.p.A. amounts to1,345,380,534.66 euro, and is divided into a total of 487,991,493 shares with no par value, of which 475,740,182 (1,311,603,971.79 euro) are ordinary shares and 12,251,311 are savings shares (33,776,562.87 euro). In an ordinary and/or extraordinary Shareholders’ Meeting only the ordinary shares have voting rights. As of today, the Company holds 351,590 ordinary treasury shares, for which the voting rights have been suspended.

On behalf of the Board of Directors
Chairman and CEO
(Mr. Marco Tronchetti Provera)

This notice of meeting is published on the Company's website www.pirelli.com on 2 April 2015.
The notice shall also be published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on 3 April 2015 and is available at the Italian Stock Exchange and at the authorised storage mechanism 1Info (www.1info.it).

Call to Shareholders’ Meeting (24 KB)

Financial statements at 31 December 2014

The financial statements for financial 2014 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 31 March 2015. On that date the Board also approved the 2014 consolidated financial statements. The Board of Directors proposes to the General Meeting of Shareholders a dividend distribution of 0.367 euros per ordinary share (0.32 euros in the previous year) and 0.431 euros per savings share (0.39 euros in the previous year).

The dividend shall be made payable on 20 May 2015 (coupon detachment date is 18 May 2015 and record date is 19 May 2015).

In this section of the website, the Annual Report, including Annual Financial Report at 31 December 2014, the annual report on Corporate Governance and structure of share ownership and the Report on value chain responsible management, is made available (20 April 2015).

2014 Annual Report

Appointment of six members of the Board of Directors.

The Board of Directors of Pirelli & C., which met on 10 July 2014, has co-opted Igor Sechin, Didier Casimiro, Andrey Kostin, Ivan Glasenberg, Petr Lazarev and Igor Soglaev. They replace Claudio Sposito, Richard Bruno, Piero Alonzo, Emiliano Nitti, Luciano Gobbi and Enrico Parazzini, who resigned on the same date. The resigning directors (taken from the "majority list”) had been appointed on 12 June 2014.

Under Article 2386, Paragraph 1, of the Civil Code, the newly appointed directors end their terms at the General Meeting called for 14 May 2015, when the matter will be decided.

Upon their appointment by co-option, the Board of Directors found that these six Directors met the legal requirements to take office, and that Ivan Glasenberg and Andrey Kostin did meet the independence conditions required by Legislative Decree 58/1998 (Article 147 ter, Paragraph 4 and Article 148, Paragraph 3) and by the Code of Conduct of the Italian Stock Exchange. The possession of the requirements of independence by the Directors Glasenberg and Kostin was again confirmed on 31 March 2015 as part of the annual review by the Board.

It should be noted that, for the purposes of adopting the required shareholder resolutions, the voting list procedure does not apply, as this is not a case of complete re-election of the Board of Directors. Therefore, under Article 10 of the Company Statutes, appointments of directors not made by voting slates shall be made by a legal majority at the General Meeting.

The terms of Directors so appointed shall expire along with those currently in office, i.e. at the time of the Meeting called to approve the accounts to 31 December 2016.

Due to the foregoing, the Board of Directors invites to submit, after confirmation of the number of members of the Board of Directors, the proposals for the appointment of six directors in replacement of the directors whose office will expire at the General Meeting.

Shareholders who wish to submit proposals for appointment are also invited to take into account not only the legal and statutory provisions, but also the recommendations in the Code of Conduct of the Italian Stock Exchange, which the Company has adopted.

For more details, please refer to the attached report prepared by the Board of Directors.

Appointment six members Board of Directors

As shareholder and member of the Shareholders’ Agreement of Pirelli & C., Camfin S.p.A., with letter dated 17th April 2015, has proposed to confirm the office of Igor Sechin; Didier Casimiro; Andrey Kostin; Ivan Glasenberg; Petr Lazarev and Igor Soglaev, already coopted on 10 July 2014, thus confirming in fifteen the number of Members of the Board of Director. Curricula vitae of the aforementioned candidates are available in the section Board of directors

Camfin letter 17 April 2015 - Available Italian version only

Press release 20 April 2015

Renewal of the Board of Statutory Auditors for financial years 2015/2017 from voting slates

The current Board of Statutory Auditors of Pirelli & C. SpA, appointed by the Shareholders of 10 May 2012 for the years 2012-2014, has completed its mandate to expire upon approval of the accounts to 31 December 2014.

The General Meeting is therefore called, pursuant to the laws and regulations applicable and Article 16 of the Company Statutes to:

• appoint three standing and three alternate auditors for financial years 2015/2017 through the mechanism of voting slates;
• appoint the Chairman of the Board of Statutory Auditors, or of that is not possible, to use the mechanism of the voting slate;
• decide the remuneration of the members of the Board of Statutory Auditors.

For more details, please refer to the attached report prepared by the Board of Directors.

Appointment of Auditors

Shareholders who wish to submit lists for the appointment of the Board of Statutory Auditors are invited to read, in addition to the notice of the meeting and the Directors’ report on the matter, the following documentation.

File on rules for appointing auditors

The slates can be lodged within the time specified in the notice of the meeting in one of the following ways:

• delivery at the Company's Milan office in Viale Piero e Alberto Pirelli 15;
• Sending it to the certified email address: assemblea@pec.pirelli.it

Slates Presented
Documents relevant to the slates presented by the Shareholders (1) Camfin S.p.A. and (2) by a group of fund managers and financial intermediaries.

Press release 20 April 2015

Slate presented by Camfin S.p.A. – Cam 2012 S.p.A - Available Italian version only

Slate Camfin S.p.A. – Cam 2012 S.p.A - Curricula vitae candidates - English version

Slate presented by a group of fund managers and financial intermediaries – Italian version only – Curricula English version

Consultation on Group Remuneration Policy for 2015

Since 2011, the Company has adopted a General Remuneration Policy (the "Policy"), to be submitted annually to a consultative vote of the Shareholders. The policy contains guidelines for fixing the remuneration of executive directors and management in general.

For more details, please refer to the attached report prepared by the Board of Directors together with the Policy and the proposed resolution herewith enclosed.

Remuneration Report

Insurance policy designated "Directors and Officers Liability Insurance" (D & O).

The Board of Directors proposes that the General Meeting give its consent to the signing of an insurance policy designated "Directors’ and Officers Liability Insurance" under the terms specified in the attached report.

Insurance policy designated "Directors and Officers Liability Insurance" (D & O)

Purchase and disposal of own shares

The Board proposes to the Meeting of the Shareholders the renewal, for a 18-month period, the authorisation to purchase and dispose of the Company's treasury shares (ordinary and/or savings shares) up to a maximum of 10% of its share capital.

For more details, please refer to the attached report prepared by the Board of Directors.

Report on purchase and disposal of treasury shares

Proxy form

Those who have the right to vote at the Meeting may be represented by proxies issued in the manner prescribed by law and regulations (they can also use the attached form duly completed and signed).
The proxy may be notified to the Company at the registered office – Milan, Viale Piero e Alberto Pirelli 25 - by post or electronically to the following certified email address: assemblea@pec.pirelli.it

A proxy who attends the Meeting must however prove that their copy matches the original.

Proxy form

Please remember that, under current rules, in order to prove entitlement to the right to attend the General Meeting and to vote, it is necessary for the intermediary to present to the Company their request from the person concerned.

There are no procedures for voting by post or online.

Appointed representative

As indicated in the notice, the Company has appointed Computershare S.p.A. (formerly Servizio Titoli S.p.A.) as the entity to which the persons entitled to vote at the meeting may grant proxies free of charge ("Designated Representative").

The proxy with voting instructions may be granted by the end of the second trading day prior to the date set for the meeting (i.e. by 12 May 2015) using the form available both online and in hard copy from Computershare (Via Lorenzo Mascheroni 19, Milano) or at the offices of the Company.

To grant proxy to Designated Representative please use the following link.

Computershare S.p.A. - Designated Representative or the following proxy with voting instructions

Proxy form and Voting instructions to Appointed representative

Persons entitled to vote are entitled to ask questions concerning items on the agenda before the meeting by sending a letter to Pirelli & C. S.p.A., Viale Piero e Alberto Pirelli 25, by post or by fax on + 39 02 64424426 or by entering their question in this section of the Company's website.

Consideration will be given only to questions strictly pertinent to the items on the agenda. In order to facilitate organisation of the answers, questions must be received by 11 May 2015.
Questions will be answered at the latest during the course of the meeting itself and in a paper document to be made available at the beginning of the meeting. Please remember that the Company may provide a single answer to several questions having the same substance.
The Company also reserves the right to provide their answers in the "Questions and Answers" published in this section of the Company's website.
Please be informed that, by law, the right to ask questions via this section of the website of the Company pertains only those who have the right to vote at General Meetings of Pirelli & C. S.p.A.
Furthermore, those claiming a right to vote at the Meeting must, under their own responsibility, provide their identification data and email address and also authorise the Company to process their personal data under current law.

Enter your question

Answers to questions submitted shareholder M. Bava - Italian version only

The share capital of Pirelli & C. S.p.A. share capital of Pirelli & C. S.p.A., standing at 1,345,380,534.66 euros, is divided into 487,991,493 shares without nominal value, of which 475,740,182 (1,311,603,971.79 euros) are ordinary shares and 12,251,311 (33,776,562.87 euros) are savings shares.
At ordinary and/or extraordinary meetings of the shareholders only ordinary shares carry voting rights.
At present, the Company holds no. 351,590 ordinary shares as treasury shares. The respective voting rights are suspended.

PIRELLI & C.
Società per Azioni
Milan - Viale Piero e Alberto Pirelli n. 25
Share Capital 1,345,380,534.66 fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

CALL TO SPECIAL MEETING OF SAVINGS SHAREHOLDERS

Those entitled to vote in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares are called for a special meeting in Milan, Viale Sarca no. 214, on Tuesday, 27th January 2015, at 12.00 a.m., in single call, to discuss and resolve upon the following

AGENDA

• Appointment of the common representative of the holders of savings shares for the financial years 2015, 2016, and 2017; resolutions relating and consequent thereto.
• Determination of the remuneration for the common representative of the holders of savings shares; resolutions relating and consequent thereto.
• Resolutions concerning the fund as in letter c), paragraph 1, article 146 of Legislative Decree no. 58 of 24th February 1998.

DOCUMENTATION

On the same date of publication of this notice, the report of the common representative of the saving shareholders and the report of the Board of Directors relevant to all items on the agenda are available at the Company's registered office, at Borsa Italiana S.p.A. to the mechanism for the central storage of regulated information denominated "1Info" (www.1info.it)and also available on the web site of the Company,www.pirelli.com .

ENTITLEMENT TO ATTEND THE SPECIAL MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders' meeting and exercise the voting rights is attested by a communication to the Company issued by the authorised intermediaries in accordance to its book-keeping entries, in favour of the party with voting rights at the date of 16th January, 2015 (the "record date"). Therefore, those who result to be holders of saving shares only after that date shall not be entitled to attend or vote at the Shareholders' meeting.
Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force.
A facsimile of the voting proxy form is available at the Company's registered office or on the Company's website at the address www.pirelli.com, in the section dedicated to the Shareholders' meeting.
The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or email to the following certified mailbox: assemblea@pec.pirelli.it.
The proxy holder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.

***

Designated Representative

The Company has designated Computershare S.p.A. as subject to whom the holders of saving shares can give their proxy free of charge (the "Designated Representative").
The proxy with voting instructions shall be granted with the form that can be obtained on the website www.pirelli.com, in the section of the Special Meeting dedicated to the Designated Representative, or in paper form at the office of Computershare S.p.A. or at the Company's registered office.
The original proxy should in any case be sent to the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 - 20145 Milan (Italy), possibly anticipated a true copy by facsimile and the number 0039.02.46776850 or enclosing it to an email message to be sent at the address ufficiomilano@pecserviziotitoli.it within 23th January, 2015.
The proxy granded following these instructions will have effect only for the proposal on which voting instruction have been given. The proxy and the voting instruction can be revoked within the above mentioned term.
Further information on granting a proxy to the Designated Representative are available on the Company's website www.pirelli.com .

FURTHER ITEMS TO THE AGENDA AND THE SUBMISSION OF NEW RESOLUTIONS

In accordance with law provisions, the shareholders with voting right in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares that, alone or jointly, represent at least one fortieth of the saving share capital may, within ten days from the publication of this notice, request the inclusion of further items for discussion on the agenda, in the frame of those listed in article 146, first paragraph, of the Legislative Decree no. 58 dated 24th February, 1998, indicating in the request the items proposed, or submit proposals for new resolutions relevant to the items on the agenda.
The request must be submitted in writing and posted to the registered office of the Company in Milan, Viale Piero e Alberto Pirelli n. 25, or sent to the certified email address assemblea@pec.pirelli.it., together with the documentation proving ownership of the above-stated shareholding and issued by the intermediaries that keep the accounts in which the saving shares are registered.
By the same term and following the same procedure, a report on the proposed items must be submitted by the applying shareholders with voting right in the Special Meeting, containing the reason of the proposal of the addition to the items already listed or those relevant to the further proposals.
Following the same procedures laid down for publishing this notice, the Company, at least fifteen days prior to the date of the Special Meeting, shall give notification of any additions to the items to be discussed in the meeting or of any proposals for new resolutions on the existing items for discussion.
Simultaneously with the publishing of the additions note, the Company, through the same procedures, shall make available to the public the report submitted by the applying shareholders with voting right in the Special Meeting, together with any assessments of the Board of Directors and/or of the common representative of the holders of saving shares.

QUESTIONS ON THE ITEMS ON AGENDA

Before the date of the Special Meeting and in any case no later than 24 January 2015, the holders of saving shares can submit questions relevant to the items on the agenda. The questions should be sent by mail to the Company's registered office or by facsimile at the number 0039.02.64424426 or linking the web site www.pirelli.com and following the relevant instruction in section of the Special Meeting, where it is possible to gather all the informations on the matter.

INFORMATION RELEVANT TO THE SHARE CAPITAL AND TO THE SHARES WITH VOTING-RIGHTS

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 (Euro 33,776,562.87) saving shares.
In the Special Meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).
At present, the Company owns no. 408,342 saving shares whose voting right is suspended.

Milan, 22^nd December 2014

The Common Representative of holders of saving shares

(Avv. Prof. Giuseppe Niccolini)

This notice was published on the Company's website www.pirelli.com; on 22 December 2014. The notice is already published in the daily newspapers "Il Sole 24 Ore" and "Milano Finanza" on 23 December 2014, and it is also available at Borsa Italiana S.p.A. and the mechanism for the central storage of regulated information denominated "1Info" (www.1info.it)

Call to Shareholders’ Meeting (101 KB)

Please find herewith enclosed the report of the common representative of the holders of saving shares and the report of the Board of Directors for the Special Meeting.

Report of the common representative and report of the Board of Directors

Candidature proposals

N. 1 -

Proposal Anima SGR S.p.A. and curriculum vitae Angelo Cardarelli (available in Italian only)

N. 1 - Proposal Anima SGR S.p.A. and curriculum vitae Angelo Cardarelli (available in Italian only)

Curriculum vitae Angelo Cardarelli English version

Form of proxy

Anyone with voting rights in the Special Meeting can be represented by proxy issued according to the provisions of laws and regulations in force (can also be used the form herewith enclosed completed and signed).
The proxy can be notified to the Company by sending a notice to the registered office in Milan, Viale Piero e Alberto Pirelli n. 25, by ordinary mail or e-mail to the following certified mailbox: assemblea@pec.pirelli.it.

The proxyholder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.

Form of proxy

Please remember that, in accordance with the regulation applicable, to confirm entitlement to voting rights and for its exercise at the Special Meeting, the notice to the issuer from the intermediary (acting at the request of the interested party) is always necessary.

No provisions are made for voting by correspondence or by electronic means.

Designated Representative

As stated in the call of the Special Meeting, the Company has designated Computershare S.p.A. as subject to whom holders of saving shares can give their proxy free of charge (the “Designated Representative”).

The proxy with voting instructions shall be granted within the end of the second open market day before the date of the Special Meeting (and therefore within 23th January, 2015), by using the form available in electronic or paper form at the office of Computershare S.p.A. or of the Company and herewith enclosed.

Proxy form and Voting instructions to Computershare S.p.A.

The holders of saving shares can submit questions relevant to the items on the agenda before the date of the Special Meeting sending them by regular mail to Pirelli & C S.p.A., in Milan, Viale Piero e Alberto Pirelli n. 25, or by fax to the number +39 (02) 64424426, or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. To assist in facilitating replies, all questions must be received by 24th January 2015.

All the questions will be answered at the latest during the Special Meeting.

Please note that the Company could give a sole answer to questions having the same content.

Moreover, the Company can give replies also in format "questions and answers" published in this section of the website.

In accordance with the regulation applicable only those entitled to vote in the Special Meeting have the right to submit questions through this section of the website.

Those entitled to vote, in addition to declaring - on their own responsibility - their entitlement to vote in the Special Meeting, must also give details of their identity, their email address, and must likewise authorise the Company to process their personal data in accordance with existing law.

The share capital of Pirelli & C. S.p.A., standing at 1,345,380,534.66 euro, is divided into 487,991,493 shares without nominal value, of which 475,740,182 (1,311,603,971.79 euro) are ordinary shares and 12,251,311 (33,776,562.87 euro) are savings shares.

In the Special Meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).

At present, the Company owns no. 408,342 saving shares whose voting right is suspended.

PIRELLI & C.
Società per Azioni
Milan - Viale Piero e Alberto Pirelli n. 25
Share Capital 1,345,380,534.66 euros fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

NOTICE OF MEETING OF SHAREHOLDERS

Those entitled to vote in the meeting of the ordinary shareholders of Pirelli & C. Società per Azioni are called to an Ordinary General Meeting in Milan, at Viale Sarca, n. 214, on Thursday, 12th June, 2014 at 10.30 a.m., in single call, to discuss and resolve on the following

AGENDA

1. Financial Statements at 31 December, 2013. Resolutions relating and consequent thereto.
2. Appointment of the Board of Directors:
   • determination of the number of the members of the Board of Directors;
   • determination of the term of office of the Board of Directors;
   • appointment of the Directors;
   • determination of the annual remuneration of the members of the Board of Directors.
3. Remuneration policy: consultation
4. Three-year cash incentive plan (2014-2016) for the Management of the Group. Resolutions relating and consequent thereto.
5. Purchase and disposal of treasury shares. Resolutions relating and consequent thereto.

***

Simultaneously with the publication of this notice the following documentation will be publicly available at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli n. 25, at Borsa Italiana S.p.A., and also on the Company's website, www.pirelli.com: the reports of the Directors and the proposed resolutions regarding all the items on the agenda of the meeting; the Annual Financial Report - including the draft financial statements of the Company, the Consolidated Financial Statements, the Directors' Report on Operations, and the certification pursuant to art. 154-bis, paragraph 5 of Italian Legislative Decree no. 58 of February 24, 1998 (Consolidated Act on Financial Intermediation), together with the relevant reports of the Board of Statutory Auditors and of the independent auditor; the annual Report on corporate governance and structure of share ownership, and the Sustainability Report. The documentation relating to the financial statements of the subsidiaries and associated companies shall be available to the public at the registered office of the Company as from 20 May 2014.
Regarding the fourth item on the agenda of the meeting, please note that concurrent with the publication of the notice of the meeting the Information Document, prepared in accordance with article 84-bis of the Issuers' Regulation adopted by Consob through resolution 11971/99, shall also be made public.

***

Shareholders with voting rights may, prior to the Meeting of the Shareholders and in any case no later than 9 June 2014, submit questions regarding the items on the agenda. Questions should be sent by post to the registered office of the Company or sent by fax to +39 0264424426, or they can be submitted by linking to the Company's website, www.pirelli.com, and following the relevant instructions in the section about the AGM, where further information on the matter may be found.

***

FURTHER ITEMS TO THE AGENDA AND THE SUBMISSION OF NEW RESOLUTIONS

In accordance with law provisions, members of the Company that, alone or jointly, represent at least one fortieth of the ordinary share capital may, within ten days from the publication of this notice, request the inclusion of further items for discussion on the agenda, indicating in the request the items proposed, or submit proposals for new resolutions relevant to the items on the agenda.
The request must be submitted in writing and posted to the registered office of the Company in Milan, Viale Piero e Alberto Pirelli n. 25, or sent to the certified email address assemblea@pec.pirelli.it,, together with the documentation proving ownership of the above-stated shareholding and issued by the intermediaries that keep the accounts in which the shares are registered.
By the same term and following the same procedure, a report on the proposed items must be submitted by the applying Shareholders, containing the reason of the proposal of the addition to the items already listed or those relevant to the further proposals.
Following the same procedures laid down for publishing this notice, the Company, at least fifteen days prior to the date of the Meeting of the Shareholders, shall give notification of any additions to the items to be discussed in the meeting or of any proposals for new resolutions on the existing items for discussion.
Simultaneously with the publishing of the additions note, the Company, through the same procedures, shall make available to the public the report submitted by the applying shareholders, together with the Board of Directors’ observations, if any.
Please remember that additions are not allowed for items on which the Shareholder’s’ Meeting resolves, in accordance with the Law, upon proposal of the Board of Directors, or on the basis of a draft or report drafted by the Board itself, other than those set forth in article 125-ter, paragraph 1 of the Consolidated Law on Financial Intermediation.

ENTITLEMENT TO ATTEND OF THE MEETING OF THE SHAREHOLDERS AND TO VOTE BY PROXY

Entitlement to attend the meeting and to exercise the voting right is certified by notification to the Company, issued by the authorised intermediary in accordance with its accounting records, in favour of the party having voting right at the date of 3rd June, 2014 (the “record date”). Therefore, those who result to be shareholders after that date shall not be entitled to attend and vote at the meeting.
Anyone entitled to vote can be represented by proxy issued in accordance with present laws and regulations.
A facsimile of the proxy is available at the Company's registered office or on the Company's website at the www.pirelli.com, in the section regarding the Shareholders meeting.
The proxy can be notified to the Company by ordinary mail or to its registered office or by email to the certified email box: assemblea@pec.pirelli.it.
The proxy holder who attends the Shareholders’ Meeting shall, however, prove that the copy notified in advance is a true copy of the original.

Designated Representative
The Company has designated Computershare S.p.A. as the subject to whom Shareholders can grant their proxy free of charge (the "Designated Representative"). the members can appoint as a proxy (the "Designated Representative").
The proxy together with the voting instructions must be conferred using the form available either in electronic format on the website www.pirelli.com, in the section regarding the Designated Representative, or obtainable on paper from the office of Computershare S.p.A. or at the Company's registered office.
The original proxy shall however be delivered at the registered office of Computershare S.p.A, Via Lorenzo Mascheroni n. 19, 20145 Milan, by 10th June 2014; in case a copy of the same, certified as consistent with the original, may be sent by fax to +39 02 46776850 or as attachment to an electronic mail message to ufficiomilano@pecserviziotitoli.it. The proxy so conferred will be valid only for those proposals for which voting instructions have been given. The appointment and the voting instructions can be revoked within the term above.
Further information about appointing the Designated Representative are available on the Company's website www.pirelli.com.

SLATE VOTING FOR APPOINTING THE BOARD OF DIRECTORS

In accordance with article 10 of the Company Bylaws the appointment of the Directors shall be made on the basis of slates listing the candidates by consecutive numbering. The slates submitted by the shareholders, undersigned by those submitting them, must be filed with the registered office of the Company or transmitted to the certified e-mail address assemblea.pec@pirelli.it at least twenty-five days prior to the one set for the Shareholders' meeting and, accordingly, no later than 19 May 2014 (representing an extension of one day beyond the deadline, which coincides with a non-working day).The slates must be made publicly available at the registered office of the Company, on its Internet website www.pirelli.com, and in other ways as provided for in the rules of the Commissione Nazionale per le Società e la Borsa ("Consob"), at least twenty-one days before the date of the Shareholders' meeting, and accordingly no later than 22 May 2014.
The shareholders willing to submit a slate must give proof of their identity and of their overall shareholding in the ordinary share capital of the Company.
Only those that, either alone or with other shareholders, are the owners of at least 1% of the ordinary share capital of the Company are entitled to submit a slate and they are mandatorily requested to prove within the term set for the publishing of the slates by the Company (22 May 2014), the ownership of a sufficient number of ordinary shares needed to submit the slates.
Each shareholder may individually, or jointly submit one slate only, and each candidate may stand for election on just one slate, on pain of ineligibility.
Together with each slate statements must be filed by the candidates in which they certify, on their own responsibility, that there are no grounds for their ineligibility or incompatibility and that they meet all the requisites laid down for their respective positions. Along with the statements each candidate must likewise file a curriculum vitae with comprehensive information on their personal and professional data mentioning the offices held in management and supervisory bodies in other companies and, where the requirements apply, the requisites they meet in terms of independence, prescribed by the law (article 148, paragraph 3 of the Consolidated Law on Financial Intermediation) and by the self-governance code for listed companies issued by Borsa Italiana S.p.A. ("Corporate Governance Code"), to which the Company adheres.
It is recommended that the candidates authorise the publication of their curriculum vitae on the Company's internet site.
Any changes that may occur up to the day when the Shareholders meeting takes place must be promptly notified to the Company.
Any slates submitted without complying with the foregoing provisions shall be disregarded.
You are also advised that the Board of Directors:

• has established, in accordance with the provisions of the Corporate Governance Code, the general criteria for determining the maximum number of offices that can be held by its members. The relevant details are set out in the document on this matter published on the Company's internet site, www.pirelli.com;
• recommends that in submitting the slates the shareholders should bear in mind (i) that greater store should be set on fielding a variety of different skills, as well as on the presence of independent directors, who could make up the majority of the Board and must be in sufficient number to guarantee that the Committees can operate; (ii) that a preponderant focus on financially-related skills is a risk to be avoided if a balance is to be guaranteed between different professional roles, knowledge, and experience; (iii) that the presence of economists is helpful to the Board in analysing scenarios and understanding the way the business and markets are going; (iv) the need for a certain continuity in the Board composition in order to conserve the knowledge the Company and the Group has built up over time.

It is further noted that Law no. 120 of 12 July 2011 introduced gender quotas for corporate bodies of listed companies. To ensure a balance between the genders, article 10 of the Company Bylaws provides that slates where the number of candidates equals three or more must include candidates of the less-represented gender at least in the minimum measure required by the laws and regulations at the time, and being this the first renewal of the Board of Directors after the entering into force of the above mentioned law, that measure is one fifth (rounding upwards) of the directors to be elected.
Finally, the members that intend to submit slates for the appointment of the Board of Directors are advised to consult the relevant documentation published on the Company's internet site, www.pirelli.com and, in particular, the recommendations in Consob notification no. DEM/9017893 of 26 February 2009.

INFORMATION REGARDING THE SHARE CAPITAL AND SHARES WITH VOTING RIGHTS

The share capital of Pirelli & C. S.p.A., standing at 1,345,380,534.66 euros, is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (1,311,603,971.79 euros) are ordinary shares and 12,251,311 (33,776,562.87 euros) are savings shares. At ordinary and/or extraordinary meetings of the shareholders only ordinary shares carry voting rights. At present, the Company holds no. 351,590 ordinary treasury shares. The respective voting rights are suspended.

On behalf of the Board of Directors

The Chairman and CEO

(Marco Tronchetti Provera)

This notice of meeting is published on the Company's website www.pirelli.com on 2 April 2015.
The notice shall also be published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on 3 April 2015 and is available at the Italian Stock Exchange and at the authorised storage mechanism 1Info (www.1info.it).

Call to Shareholders’ Meeting (88 KB)

Financial statements at 31 December 2013

The financial statements for financial 2013 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 27 March 2014. On that date the Board also approved the 2013 consolidated financial statements. The Board of Directors proposes to the General Meeting of Shareholders a dividend distribution of 0.32 euros per ordinary share (0.32 euros in the previous year) and 0.39 euros per savings share (0.39 euros in the previous year).

The dividend shall be made payable on 19 June 2014 (coupon detachment date is 16 June 2014 and record date is 18 June 2014).

In this section of the website, simultaneously with the publication of the notice of call of the General meeting, the following documentation is made available:

Annual Financial Report at 31.12.2013

Report on corporate governance and structure of share ownership

Sustainability Report

Appointment of the Board of Directors

The term of office of the Board of Directors of Pirelli & C. S.p.A. - appointed on 21 April 2011 - is due to expire with the approval of the financial statements at 31 December 2013.
Accordingly, the Ordinary Meeting of the Shareholders is called on to appoint the members of the "new" Board of Directors, and to determine:

• the number of members of the Board (from a minimum of seven to a maximum of twenty-three);
• the term of office of the Board (up to a maximum of three financial years);
• the annual remuneration of the Board of Directors.

It should also be noted that according to article 10.2 of the Company Bylaws, the appointment of the Board of Directors is made on the basis of a slate system of voting. For further details please make reference to the report issued by the directors in relation to the appointment of the Board of Directors (see link below).

Appointment of the Board of Directors

Members that intend to submit slates for the appointment of the members of the Board of Directors should - in addition to the notice of the meeting and to the above report by the directors - consult the following additional documentation (see link below).

Appointment of Directors - Documentation

Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.

Slates Presented

Documents relevant to the slates presented by the Shareholders (1) Camfin S.p.A. and (2) by a group of fund managers and financial intermediaries.

Slates presented [Only available in Italian version.]

Curricula vitae candidates - English version

Press Release

Consultation on Group Remuneration Policy for 2014

tarting from 2011 the Company has adopted a general policy on remuneration (the "Policy") that must be submitted annually for a consultative vote by the shareholders. The Policy contains the guidelines for determining the remuneration of the executive directors and of the management in general.

Further details can be found in the report prepared by the Board of Directors (see below) together with the Policy and the proposed resolution.

Consultation on Group Remuneration Policy for 2014

Three-year Cash Incentive Plan (2014/2016) for Group Management

The Board of Directors of Pirelli has resolved, effective as from 31 December 2013, to terminate the medium/long-term cash incentive plan for management (Long Term Incentive, or "LTI") adopted in 2012 in support of the objectives for the 2012-2014 3-year period, without making any pay-out, not even a prorated one, of the three-year incentive. At the same time the Board approved the adoption of new plan - again intended for the whole of management (a few more than 300 participants) - geared to the objectives of the 2014/2016 period as stated in the 2013/2017 Business Plan presented on 6 November 2013, when the guidelines of the incentive plan were also released for preview.
The decision on the "new" LTI Plan was taken in accordance with article 2389 of the Italian Civil Code, following a recommendation by the Remuneration Committee and the favourable opinion of the Board of Statutory Auditors.
The part of the "new" LTI Plan linked to Total Shareholder Return, in accordance with the law, is submitted to the approval of the Meeting of the Shareholders.
Further details can be found in the report prepared by the Board of Directors and in the information document (see link below) drawn up in accordance with article 114 bis of Legislative Decree 58/1998 (Consolidated Law on Financial Intermediation) and of article 84 bis of the Issuers' Regulation 11971/1999 issued by Consob (Commissione Nazionale per le Società).

Three-year Cash Incentive Plan (2014/2016) for Group Management

Disclosure document three-year Cash Incentive Plan

Purchase and disposal of treasury shares

The Board proposes to the Meeting of the Shareholders the renewal, for a 18-month period, the authorisation to purchase and dispose of the Company's treasury shares (ordinary and/or savings shares) up to a maximum of 10% of its share capital.

Further details can be found in the report issued by the Board of Directors (see link below).

Purchase and disposal of treasury shares

Proxy form

Anyone with voting rights can be represented by a proxy according to the laws and regulations in force using the proxy form below (see link).
The proxy can be notified to the Company at its registered office - Viale Piero e Alberto n. 25 - by ordinary mail, or by email to the following certified mailbox: assemblea@pec.pirelli.it.

The proxy holder that attends the Meeting of the Shareholders must however attest that the copy notified in advance is a true copy of the original.

Form of proxy

Designated Representative

As stated in the notice of the meeting, the Company has designated Computershare S.p.A. (formerly Servizio Titoli SpA) as the subject (the "Designated Representative") whom Shareholders can grant their proxy free of charge.

The proxy, with voting instructions, can be granted within the second open market day before the date of the Meeting of the Shareholders (no later than 10 June 2014) using the form available either in electronic format or on paper form available at Computershare S.p.A. (Via Lorenzo Mascheroni n. 19, Milan) or at the registered office of the Company.
To grant proxy to Designated Representative please use the following link.

Computershare S.p.A. - Designated Representative

Those entitled to vote may submit questions regarding the items on the agenda before the meeting by letter addressed to Pirelli & C S.p.A., Viale Piero e Alberto Pirelli n. 25, or faxed to + 39 02 64424426, or by entering their question in this section of the Company's website.

Only questions strictly relevant to the items on the agenda will be taken into account. To assist in facilitating replies, all questions must be received by 9 June 2014.

All the questions will be answered at the latest during the course of the meeting, possibly also in writing through a document in paper form made available at the start of the meeting.

The Company may reply to questions having the same content with one and the same answer.

The Company may also provide replies in "question and answer" format published in this section of the website.

In law, only those entitled to vote in the Meeting of the Shareholders of Pirelli & C. S.p.A. have the right to submit questions through this section of the website.

Those entitled to vote, in addition to declaring - on their own responsibility - their entitlement to vote in the Meeting of the Shareholders, must also give details of their identity, their email address, and must likewise authorise the Company to process their personal data in accordance with existing law.

Enter your question

Answers to questions submitted shareholder M. Bava - Italian version only

The share capital of Pirelli & C. S.p.A. share capital of Pirelli & C. S.p.A., standing at 1,345,380,534.66 euros, is divided into 487,991,493 shares without nominal value, of which 475,740,182 (1,311,603,971.79 euros) are ordinary shares and 12,251,311 (33,776,562.87 euros) are savings shares.

At ordinary and/or extraordinary meetings of the shareholders only ordinary shares carry voting rights.

At present, the Company holds no. 351,590 ordinary shares as treasury shares. The respective voting rights are suspended.

PIRELLI & C.
Società per Azioni
Milan - Viale Piero e Alberto Pirelli 25
Share capital Euro 1,345,380,534.66 fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

NOTICE OF CALL TO SHAREHOLDERS’ MEETING

Those entitled to vote in the ordinary meeting of Shareholders of Pirelli & C. Società per Azioni are called to an Ordinary and Extraordinary General Meeting in Milan, Viale Sarca, No. 214, on Monday, 13th May, 2013 at 10.30 a.m. in single call to discuss and resolve upon the following

AGENDA

Ordinary General Meeting

1. Financial Statements as of 31st December, 2012. Inherent and consequent resolutions.
2. Appointment of three members of the Board of Directors and/or reduction of the number of members of the Board of Directors.
3. Remuneration policy: consultation.
4. Purchase and disposal of treasury shares. Inherent and consequent resolutions. 

Extraordinary General Meeting

Amendment to Article 7 (Shareholders' Meeting), Article 10 (Administration of the Company), Article 16 (Board of Statutory Auditors) of the Company By-Laws and introduction of Article 21 (transitional clause) to the Company By-Laws. Inherent and consequent resolutions.

***

Simultaneously with publication of this notice the Company shall make available at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25 – and at Borsa Italiana S.p.A., as well as on the Company’s website www.pirelli.com the reports of the Board of Directors and the proposals of resolution relevant to all the items of the agenda, the Annual Financial Report – including the financial statements for the year, the consolidated financial statements, the management report and certification pursuant to art. 154-bis, paragraph 5 of Italian Legislative Decree 58 of February 24, 1998 (“TUF”) - together with the relevant reports of the Board of Statutory Auditors and external auditing firm, the annual report on Corporate Governance and corporate structures and the Sustainability financial report. 
Documentation concerning the financial statements of the subsidiaries and associated companies shall be made available to the public at the registered office of the Company by 27th April, 2013. In relation to item 2 of the agenda of the ordinary general meeting, this is to remind that for the mentioned resolutions it will not be applied the vote on the basis of slates.

***

Prior to the shareholders’ meeting and in any case within 10th May, 2013, shareholders may submit questions relevant to the items on the agenda. Questions should be sent by mail to the address of the registered office of the Company or sent by fax to the number (02) 6442.4426 or linking the Company’s website www.pirelli.com and following the instructions given in the section dedicated to the shareholders’ meeting, where it is possible to find further information on the topic.

***

ADDITION OF ITEMS TO THE AGENDA AND SUBMISSION OF PROPOSALS OF RESOLUTIONS

In accordance with the provisions of laws shareholders who, separately or jointly, represent at least one fortieth of the voting share capital may request, within ten days starting from the date of publication of this notice, to add items to the agenda or submit proposals of further resolutions relevant to the items of the agenda.
The request must be submitted in writing and filed at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25 or to the certified e.mail address assemblea@pec.pirelli.it, together with the documentation proving ownership of the above mentioned shareholding, issued by the intermediaries that keep the accounts in which the shares are registered.
By the same term and following the same procedure, a report on the proposed items must be submitted by the applying Shareholders, containing the reason of the proposal of the addition to the items already listed or those relevant to the further proposals.
The Company shall inform about any addition to the items or new proposal of resolutions to be discussed at the Shareholders’ Meeting following said requests in the same forms required for publication of this notice, at least fifteen days prior to the date of the Shareholders’ Meeting. At the same time of publication of the addition of items, the Company shall make available to the public, in the same ways, the report submitted by the applying Shareholders together with any assessments of the Board of Directors.
Please remember that additions are not allowed for items on which the Shareholders’ Meeting resolves, in accordance with law, upon proposal of the Board of Directors, or on the basis of a draft or report drafted by the Board itself, different from those set forth in article 125-ter, paragraph 1 of TUF.

ENTITLEMENT TO ATTEND THE SHAREHOLDERS’ MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders’ meeting and exercise the voting right is attested by a communication to the Company issued by the authorised intermediary in accordance to its book-keeping entries, in favour of the party having voting right at the date of 2nd May, 2013 (the “record date”). Therefore, those who result to be shareholders only after that date shall not be entitled to attend or vote at the Shareholders’ meeting.
Anyone with voting right can be represented by proxy issued according to the provisions of law and regulations in force.
A facsimile of the voting proxy form is available at the Company’s registered office or on the Company’s website at the address www.pirelli.com, in the section dedicated to the Shareholders’ meeting.
The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it. The proxyholder who will attend the Shareholders’ meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Servizio Titoli SpA as the subject to whom Shareholders can give their proxy free of charge (the “Designated Representative”).
The proxy with voting instructions shall be granted with the form that can be obtained in electronic format on the website www.pirelli.com, in the section dedicated to the Designated Representative, or in paper form at the office of Servizio Titoli SpA or at the Company’s registered office.
The original proxy shall however be delivered to the registered office of Servizio Titoli SpA, Via Lorenzo Mascheroni n. 19, 20145 Milan; if possible a certified copy can be anticipated by fax to the number (02) 46776850 or as attachment to an electronic mail message to ufficiomilano@pecserviziotitoli.it, by 9th May, 2013. The issued proxy will be effective only for proposals in relation to which voting instructions have been given. The proxy and voting instructions are revocable up until the same term as set forth above.
Further information about granting a proxy to the Designated Representative are available on the Company’s website www.pirelli.com.

INFORMATION RELEVANT TO THE SHARE CAPITAL AND TO THE SHARES WITH
VOTING-RIGHTS

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66, is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (€ 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (€ 33,776,562.87). At present, the Company owns no. 351,590 ordinary shares whose voting right is suspended.

This notice has been published on the Company’s website www.pirelli.com on 3rd April, 2013, as well as in the newspapers IL SOLE 24 ORE and MILANO FINANZA on 4th April, 2013 and it is also available at Borsa Italiana.

Call to Shareholders' Meeting

Financial statements as of 31st December, 2012

The financial statements 2012 has been examined and approved by the Board of Directors in the meeting held on 11th March, 2013. On the same date, the Board of Directors has approved the consolidated balance-sheet 2012.
The Board of Directors proposes to the General Meeting of Shareholders the distribution of a dividend of 0.32 Euro per ordinary share (0.27 in the preceding year) and 0.39 Euro per savings share (0.34 in the preceding year).
The dividend will be payable as of 23rd May, 2013 (coupon detachment date 20th May, 2013 and record date 22ndMay, 2013).

In this section of the Company’s web site are also available, simultaneously with the publication of the notice of call of the General Meeting, the following documents:

Annual Financial report

Annual report on Corporate Governance and corporate structures

Sustainability Report

Appointment of three members of the Board of Directors and/or reduction of the number of the members of the Board

The Annual General Meeting should resolve upon the confirmation of Mr. Carlo Salvatori, co-opted by the Board of Directors on 26th July, 2012 in replacement of Mr. Giuseppe Vita, whose office – according to the provisions of law – expires on the date of the meeting.
The Annual General Meeting should resolve also upon the substitution of Mr. Mario Greco (co-opted by the Board of Directors on 12th November, 2012 in replacement of Mr. Giovanni Perissinotto), who resigned on March, 2013, and of Mr. Paolo Ferro-Luzzi, died on November 2012, or the possible reduction of the number of the members of the Board of Directors.
The Board of Directors proposes to the General Meeting of Shareholders to confirm the office of Mr. Carlo Salvatori and to appoint two new members of the Board of Directors in replacement of Mr. Paolo Ferro-Luzzi and Mr. Mario Greco or to reduce the number of the members of the Board of Directors.

For these resolutions, it will not be applied the vote on the basis of slates.

CV Carlo Salvatori

For further details, please refer to the report of the Board of Directors herewith enclosed.

Appointment of three members of the Board of Directors and/or reduction of the number of the members of the Board

As shareholder and member of the Shareholders’ Agreement of Pirelli & C., Camfin S.p.A., with letter dated 24th April, 2013, has proposed: (i) to confirm the office of Mr. Carlo Salvatori and (ii) to appoint as new members of the Board of Directors Mr. Jean-Paul Fitoussi (who has declared to have the requirements to be qualified as independent director) and Mr. Luca Rovati.

Enclosed to the above mentioned letter are enclosed the curricula vitae of Mr. Jean-Paul Fitoussi and Mr. Luca Rovati and the further documents sent to the Company related to the above mentioned candidates.

Camfin letter (Italian version) - CV English version

Press Release

Consultation on 2013 Group Remuneration Policy;

From 2011 the Company decided to adopt a general remuneration Policy (the “Policy”) to be yearly submitted to the shareholders consultative vote. The Policy includes the guidelines for the definition of the remuneration of executive managers and management in general.

For further details, please refer to the report of the Board of Directors and to the Policy herewith enclosed.

Remuneration Policy

Purchase and the disposal of treasury shares

The Board of Directors propose to the General Meeting of Shareholders to grand the authorization – for a period of 18 months – for the purchase and disposal of treasury shares (ordinary and/or saving shares), up to maximum of 10% of the share capital.

For further details, please refer to the report of the Board of Directors herewith enclosed.

Purchase and the disposal of treasury shares

Amendments to the Company By-Laws;

They Extraordinary General Meeting should resolve about the proposal of the Board of Directors to amend the By-Laws of Pirelli & C. S.p.A., in order to take into account some changes relevant to the balance between genders in the Board of Directors and in the Board of Statutory Auditors of the listed companies. Further proposals refer to adjustment to new regulatory framework.

For further details, please refer to the report of the Board of Directors herewith enclosed.

Amendments to the Company By-Laws

Form of proxy

Anyone with voting right can be represented by proxy issued according to the provisions of laws and regulations in force, using the form herewith enclosed.

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it.

The proxyholder who will attend the General meeting shall however prove that the copy notified in advance is a true copy of the original.

Form of proxy

Designated representative

As stated in the call of the General Meeting the Company has designated Servizio Titoli S.p.A. as subject to whom holders of shares can give their proxy free of charge (the “Designated Representative”).

 

The proxy with voting instructions shall be granted within the end of the second open market day before the date of the General Meeting (therefore 9th May, 2013), by using the form available in electronic or paper form at the office of Servizio Titoli S.p.A. (Milan, Via Lorenzo Mascheroni n. 19) or of the Company and herewith enclosed. 

To grant proxy to the designated representative please use the following link.

Servizio Titoli S.p.A. - Designated representative

Shareholders can submit questions relevant to the items on the agenda before the date of the General Meeting sending them by regular mail to Pirelli & C S.p.A., Viale Piero e Alberto Pirelli n. 25, or by fax to the number (02) 6442.4426 , or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. In order to facilitate the course of the General Meeting, all the questions must be received within 10th May, 2013.

All the questions will have answer at the latest during the General Meeting, in case also in writing.

Please note that the Company could give a sole answer to questions having the same content.

Moreover, the Company can give replies also in format "questions and answers" published on the website of the Company.

Please remember that only the shareholders Pirelli & C. S.p.A. (or people with voting right in the General Meeting) have right to submit questions through this section of the website of the Company.

Shareholders (or people with voting right in the General Meeting) have to declare - upon their responsibility - their shareholding, identity, the e-mail address and authorize the Company to the treatment of the personal data according to the provisions of laws.

Insert the question

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66, is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87).

In the ordinary and/or extraordinary general meeting only the ordinary shares are entitled to vote.

At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital Euro 1,345,380,534.66 fully paid up
Companies Register of Milan, tax code and VAT no. 00860340157

CALL TO SHAREHOLDERS’ MEETING

Those entitled to vote in the General Meeting of Pirelli & C. Società per Azioni (the “Company”) are called to an ordinary general meeting to be held in Milan, Viale Sarca 214
- at 2 p.m. of Thursday 10th May, 2012 on single call;
to discuss and resolve upon the following

AGENDA

1. Financial statements as of 31st December, 2011. Inherent and consequent resolutions.
2. Appointment of two members of the Board of Directors.
3. Board of Statutory Auditors:
   • appointment of standing and alternate members;
   • appointment of the Chairman;
   • determination of remuneration of members.
4. Remuneration policy: consultation.
5. Three years (2012-2014) cash incentive plan for the Management of the Group. Inherent and consequent resolutions.

Simultaneously with publication of this notice the Company shall make available at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25 – and at Borsa Italiana S.p.A., and shall also be published on the Company’s website www.pirelli.com the following reports of the Board of Directors and proposals of resolution concerning all items of the agenda:

- the Annual Financial Report, including the draft financial statements for the year, the consolidated financial statements, the management report and certification pursuant to art. 154-bis, paragraph 5 of Italian Legislative Decree 58 of February 24, 1998 (“TUF”) together with the relevant reports of the Board of Statutory Auditors and external auditing firm, the annual report on Corporate Governance and corporate structures and the Sustainability Report (first item on the agenda);
- reports relevant to the appointment of Manuela Soffientini and Giuseppe Vita, co-opted by the the Board of Directors on 1st March, 2011 (second item on the agenda), to the renewal of the Board of Statutory Auditors for the three years’ period 2012-2014 (third item on the agenda), to the consultation on the remuneration policy (fourth item on the agenda) and relevant to the Three years (2012-2014) cash incentive plan for the Management of the Group (fifth item on the agenda). With reference to this last topic, simultaneously to the publication of this notice, an Information Document prepared according to the provisions of article 84-bis of the Issuers’ Regulation adopted by Consob with resolution 11971/1999 will be made available to the public.

Documentation concerning the financial statements of the subsidiaries and associated companies shall be made available to the public at the registered office of the Company by 24th April, 2012.

Prior to the shareholders’ meeting, shareholders may submit questions relevant to the items on the agenda. Questions should be sent by mail to the address of the registered office of the Company or sent by fax to the number (02) 6442.4426 or linking the Company’s website www.pirelli.com and following the instructions given in the section dedicated to the shareholders’ meeting, where it is possible to find further information on the topic. In order to facilitate the course and the organization of the General Meeting, shareholders are kindly invited to submit any questions by 8th May, 2012.

ADDITION OF ITEMS TO THE AGENDA

In accordance with the provisions of laws shareholders who, separately or jointly, represent at least one fortieth of the voting share capital may request, within ten days starting from the date of publication of this notice, to add items to the agenda, specifying in the request the proposed new items.The request must be submitted in writing and filed at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, together with the documentation proving ownership of the above mentioned shareholding, issued by the intermediaries that keep the accounts in which the shares are registered; by the same term, a report on the proposed items must be submitted by the applying Shareholders, following the same procedure. The Company shall inform about any addition to the items to be discussed at the Shareholders’ Meeting following said requests in the same forms required for publication of this notice, at least fifteen days prior to the date of the Shareholders’ Meeting. At the same time of publication of the addition of items, the Company shall make available to the public, in the same ways, the report submitted by the applying Shareholders together with any assessments of the Board of Directors.

Please remember that additions are not allowed for items on which the Shareholders’ Meeting resolves, in accordance with law, upon proposal of the Board of Directors, or on the basis of a draft or report drafted by the Board itself, different from those set forth in article 125-ter, paragraph 1 of TUF.

ENTITLEMENT TO ATTEND THE SHAREHOLDERS’ MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders’ meeting and exercise the voting right is attested by a communication to the Company issued by the authorised intermediary in accordance to its book-keeping entries, in favour of the party having voting right at the date of 30th April, 2012 (the “record date”). Therefore, those who result to be shareholders only after that date shall not be entitled to attend or vote at the Shareholders’ meeting.

Anyone with voting right can be represented by proxy issued according to the provisions of law and regulations in force.

A facsimile of the voting proxy form is available at the Company’s registered office or on the Company’s website at the address www.pirelli.com, in the section dedicated to the Shareholders’ meeting.

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it.
The proxyholder who will attend the Shareholders’ meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Servizio Titoli SpA as the subject to whom Shareholders can give their proxy free of charge (the “Designated Representative”).
The proxy with voting instructions shall be granted with the form that can be obtained in electronic format on the website www.pirelli.com, in the section dedicated to the Designated Representative, or in paper form at the office of Servizio Titoli SpA or at the Company’s registered office.

The original proxy shall however be delivered to the registered office of Servizio Titoli SpA, Via Lorenzo Mascheroni n. 19, 20145 Milan; if possible a certified copy can be anticipated by fax to the number (02) 46776850 or as attachment to an electronic mail message to ufficiomilano@pecserviziotitoli.it, by 8th May, 2012. The issued proxy will be effective only for proposals in relation to which voting instructions have been given. The proxy and voting instructions are revocable up until the same term as set forth above.
Further information about granting a proxy to the Designated Representative are available on the Company’s website www.pirelli.com

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

Standing and Alternate Statutory Auditors will be appointed on the basis of slates pursuant to article 16 of the By-Laws, to the applicable laws and to regulations. From the slate which obtains the highest numbers of votes two standing members and one alternate member shall be chosen; the remaining standing member and the other alternate member shall be chosen from the other slates (known as “minority slates”). The chair of the Board of Statutory Auditors shall pertain to the standing member listed as the first candidate on the minority slate.

Shareholders who, alone or together with other shareholders, represent at least 1.5% of the shares with voting rights in the ordinary shareholder’s meeting, shall be entitled to submit slates. Each shareholder may present or take part in the presentation of only one slate and each candidate may appear on only one slate, on pain of ineligibility.

Shareholders submitting slates shall also file a declaration stating the details of the identity of the shareholders who have submitted the slates and their overall shareholding percentage. The shareholding is also proved, according to the applicable laws and regulations, after the submission of the slates, but in any case 21 days before the date of the General Meeting. Shareholders other than those who own a relative majority shareholding shall also issue a declaration, certifying the absence of any relationships with the latter.

The slates shall be divided into two sections: one for candidates for the position of standing Auditor and one for candidates for the position of alternate Auditor. The first candidate listed in each section must be selected from among the persons enrolled in the Register of Auditors who have worked on statutory audits for a period of no less than three years.

Together with each slate the candidates shall file at the Company’s registered office declarations by which they accept the candidacy and state, under personal responsibility, that there are no grounds for their ineligibility or incompatibility and that they meet the requisites for the position as prescribed by laws, by the By-laws and by regulations.

The candidates shall also declare if they can be qualified as independent according to the standards adopted by the Company ("Self-Regulatory Code for listed companies"). Together with the declarations, the candidates shall file a personal and professional curriculum vitae.

Each candidate, when appointed and before the formal acceptance of the office - in accordance with the provisions of article 2400, last paragraph, of the Italian civil code - is hereby kindly requested to notify to the Shareholders’ meeting all the offices of administration and control held in other companies mentioning them in the curriculum vitae according to the provisions of article 148-bis of TUF, taking care of updating them up to the date of the Shareholders’ meeting. Furthermore, all candidates are kindly requested to authorize the publication of the curricula on the web site of the Company.

The slates of candidates, which must be undersigned by the parties submitting them, and the relevant supporting documents, shall be filed at the Company’s registered office or sent to the address of certified mail box assemblea@pec.pirelli.it within 16th April, 2012 (term postponed of one day in respect to the effective term being it holiday).

In case within such term only one slate or slates which are mutually associated according to the applicable law and regulations have been submitted, further slates can be submitted in the following three days (i.e. by 19th April, 2012). In that case, the mentioned threshold of 1.5% necessary for the submission of the slates is reduced to 0.75%.

The Company shall make available to the public the slates of candidates duly submitted by shareholders as well as the information required by applicable regulation at its registered office, at Borsa Italiana S.p.A. and on its web site www.pirelli.com.

Any slates submitted without complying with the provisions of Article 16 of the Company’s By-Laws and of the applicable regulations shall be disregarded.

It is also recalled that Law 120 of 20th July 2011 has amended articles of TUF with reference to the composition of the administration bodies (art. 147-ter) and internal control bodies (art. 148) and foresees that in the corporate bodies at least one third of the less-represented gender should be present. The new provisions will take effect from the first renewal of the administration and internal control bodies after one year from the date on which the law has come into effect (so, from the General Meeting which will be called to resolve about the renewal of the corporate bodies after 12th August, 2012). On first application of the law (i.e. in occasion of the first renewal after the coming into force of the law itself), it is foreseen that the less-represented gender should have at least one-fifth (not one-third) of members of the Board of Directors and of the Board of Statutory Auditors.

Considering the above, all the Shareholders who wish to submit a slate for the appointment of the members of the Board of Statutory Auditors are invited to respect the above mentioned provisions, even if not applicable to this renewal. Such shareholders are also kindly invited to look over all the necessary documentation on the web site of the Company, www.pirelli.com, and, in particular, to take due note of what Consob recommended under its rule DEM/9017893, dated February 26, 2009.

INFORMATION RELEVANT TO THE SHARE CAPITAL AND TO THE SHARES WITH VOTING-RIGHTS

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66, is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (€ 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (€ 33,776,562.87). At present, the Company owns no. 351,590 ordinary shares whose voting right is suspended.

This notice has been published on the Company’s website www.pirelli.com, as well as in the newspapers IL SOLE 24 ORE and MILANO FINANZA on 30th March, 2012 and it is also available at the Borsa Italiana.

Call to Shareholders’ Meeting

Financial statements at 31 December 2011

The draft of financial statements as of 31^st December, 2011 has been examined and approved by the Board of Directors in the meeting held on 12^th March, 2012. On the same date, the Board of Directors has approved the consolidated balance-sheet 2011.
The Board of Directors proposes to the General Meeting of Shareholders the distribution of a dividend of 0.27 Euro per ordinary share (0.165 in the preceding year) and 0.34 Euro per savings share (0.229 in the preceding year), for a total dividend payout of 132.4 million Euro.
The dividend will be payable as of 24^th May, 2012 (coupon detachment date: 21st May, 2012).

In this section of the Company’s web site are also available, simultaneously with the publication of the notice of call of the General Meeting, the following documents:

Annual Financial reports (including the consolidated financial statements for the year, the management report, the certification pursuant to art. 154-bis, paragraph 5 of TUF and the report of the external auditing firm)

Annual report on Corporate Governance and corporate structures.

Sustainability Report

Appointment of two members of the Board of Directors

On 1st March, 2012 the Board of Directors of the Company resolved to co-opt Mr Giuseppe Vita, in replacement of Mr Enrico Tommaso Cucchiani (who resigned by the office of member of the Board of Directors on 16th December, 2011) and Mrs Manuela Soffientini, in replacement of Prof. Francesco Profumo (who resigned by the office of member of the Board of Directors on 16th November, 2011). The co-option of Mrs. Soffientini has been made on motion by the Nominations and Successions Committee which decided that it was appropriate to consult with Assogestioni in choosing the candidates to propose to the Board of Directors, insofar as Prof. Profumo had been drawn from the minority slate submitted by a group of Italian asset management companies and certain institutional investors specifically sponsored by Assogestioni.
Consistently with Pirelli's commitment to keep its corporate governance system in compliance with best Italian and international practices at all times, the Nominations and Successions Committee proposed to appoint Mrs Manuela Soffientini; this also allowed to increase the number of women serving on the Board of Directors, now 20% of the seats, and thus immediately in compliance with the provisions of Law 120 of July 12, 2011. which will be applied to the Pirelli Board of Directors beginning with its renewal scheduled for the Shareholders' Meeting called to approve the Annual Financial Statements as at 31st December, 2013.
At the same meeting, the Board of Directors found that the new Directors satisfied the prerequisites required by applicable law for assuming their position, as well as satisfaction by Mrs Soffientini of the prerequisites for independence (according to TUF and to the Corporate Governance Code of Borsa Italiana).
The offices of Manuela Soffientini and Giuseppe Vita will expire on the date of the General Meeting of Shareholders’ called on 10th May, 2012.

The Board of Directors has proposed to the General Meeting of Shareholders to appoint Mrs. Manuela Soffientini and Mr. Giuseppe Vita as member of the Board of Directors.

CV Manuela Soffientini

CV Giuseppe Vita

For further details, please refer to the report of the Board of Directors herewith enclosed.

Appointment of Two Members of the Board of Directors

Renewal of the Board of Statutory Auditors for the three-years period 2012/2014 on the basis of slates

The current Board of Statutory Auditors of Pirelli & C. S.p.A. has been appointed on 21st April, 2009 for the three years period 2009/2011 will expire on the date of approval of the Financial Statements as of 31st December, 2011.

The General Meeting of Shareholders has to resolve, according to law and applicable regulations and to the provisions of Article 16 of the Company’s By-Laws:
- the appointment of three Standing Statutory Auditors and two Alternate Statutory Auditors for the three-years period 2012/2014;
- the appointment of the Chairman of the Board of Statutory Auditors, in case it won’t be possible to appoint him/her on the basis of slates;
- the determination of the remuneration of the members of the Board of Statutory Auditors.

The Standing Statutory Auditors and of the Alternate Statutory Auditors will be appointed on the basis of slates.

For further details, please refer to the report of the Board of Directors herewith enclosed.

Appointment of the Board of Statutory Auditors

Shareholders who wish to submit a slate for the appointment of the members of the Board of Statutory Auditors are kindly invited to look over the enclosed documentation.

Fascicolo normativa nomina Sindaci [Only available in Italian version.]

SUBMITTED SLATES

Documents relevant to the slates submitted by the Shareholders.

Press Release 17th April 2012

Slate presented by: Camfin S.p.A., Mediobanca S.p.A., Edizione S.r.l., Fondiaria-Sai S.p.A., Allianz S.p.A., Assicurazioni Generali S.p.A., Intesa Sanpaolo S.p.A., Sinpar S.p.A. e Massimo Moratti (aderenti al Sindacato di Blocco Azioni Pirelli & C. S.p.A. [Only available in Italian version.]

Press Release 19th April 2012

Slate presented by a group of fund managers and financial intermediaries

Consultation on Group Remuneration Policy;

From 2011 the Company decided to adopt a general remuneration Policy (the “Policy” to be yearly submitted to the shareholders consultative vote. The Policy includes the guidelines for the definition of the remuneration of executive managers and management in general.

For further details, please refer to the report of the Board of Directors and to the Policy herewith enclosed.

Remuneration policy: consultation

Three years (2012-2014) cash incentive plan for Management of the Group;

The Board of Directors, on motion of the Remuneration Committee, has approved the launch of a new Three years incentive plan called “Long Term Incentive Plan (2012/2014) (the “LTI Plan”) to be assigned to the management of the Group, related to the new targets for the three years period 2012/2014. The new incentive plan, as the previous one, foresees that the management of the Group renounce to have, at the end of the financial year, 50% of the annual incentive of the years 2012 and 2013; the relevant amount will be allocated in a “bonus bank” which, at end of the three years period, will be paid with an increase only in case the long term targets are reached. In case such targets should not be reached, the bonus bank will be half paid. In the parameter related to the three years incentive the TSR value is higher and it is inserted the position of Pirelli in the worldwide main sustainability indicators.

According to the provisions of law, the LTI plan, for the section relevant to the Total Shareholder Return, has to be approved by the General Meeting called on 10th May, 2012.

For further details, please make reference to the Report of the Board of Directors and to the Information Document prepared according to the provisions of article 114bis of the Legislative Decree 58/1998 (TUF) and article 84bis of the Issuers’ Regulation adopted by Consob with resolution 11971/1999, herewith enclosed.

Three-year (2012-2014) Cash Incentive Plan

Disclosure Document Three-year Cash Incentive Plan – 29th March 2012

Proxy form

Anyone with voting right can be represented by proxy issued according to the provisions of laws and regulations in force, using the form herewith enclosed.

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox:

Proxy form

Designated representative

As stated in the call of the General Meeting the Company has designated Servizio Titoli S.p.A. as subject to whom holders of saving shares can give their proxy free of charge (the “Designated Representative”).

The proxy with voting instructions shall be granted within the end of the second open market day before the date of the General Meeting (therefore 8th May, 2012), by using the form available in electronic or paper form at the office of Servizio Titoli S.p.A. (Milan, Via Lorenzo Mascheroni n. 19) or of the Company and herewith enclosed.

To grant proxy to the designated representative please use the following link.

Servizio Titoli S.p.A. - Designated representative

The holders of saving shares can submit questions relevant to the items on the agenda before the date of the General Meeting sending them by regular mail to Pirelli & C S.p.A., Viale Piero e Alberto Pirelli n. 25, or by fax to the number (02) 6442.4426 , or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. In order to facilitate the In order to facilitate the course of the Special Meeting, all the questions must be received within 8th May, 2012.

All the questions will be answered at the latest during the General Meeting.

Please note that the Company could give a sole answer to questions having the same content.

Moreover, the Company can give replies also in format "questions and answers" published on the website of the Company.

Only the holders Pirelli & C. S.p.A. saving shares have right to submit questions through this section of the website of the Company.

The holders of ordinary shares have to declare - upon their responsibility - their shareholding, identity, the e-mail address and authorize the Company to the treatment of the personal data according to the provisions of laws.

Answers to forumlated questions [Only available in Italian version.]

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.

In the ordinary and/or extraordinary general meeting only the ordinary shares are entitled to vote.

At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

PIRELLI & C.
Società per Azioni
Milan - Viale Piero e Alberto Pirelli n. 25
Share Capital 1,345,380,534.66 fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

CALL TO SPECIAL MEETING OF SAVINGS SHAREHOLDERS

Shareholders with voting right in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares are called for a special meeting in Milan, Viale Sarca no. 214, at 11.30 a.m.:
- on Saturday 28th January, 2012 on first call,
- on Monday 30th January, 2012 on second call,
- on Tuesday 31st January, 2012 on third call
to discuss and resolve upon the following

AGENDA

• Appointment of the common representative of the holders of saving shares for the financial years 2012, 2013 and 2014; inherent and consequent resolutions.
• Determination of the fee in favour of the common representative of the holders of savings shares; inherent and consequent resolutions.
• Resolution upon the fund pursuant to art. 146, paragraph 1, letter c) of Legislative Decree February 24, 1998, n. 58.

It is expected from now that the meeting will be held in third call on 31st January, 2012.

DOCUMENTATION

On the same date of publication of this notice, the report of the common representative of the saving shareholders relevant to all items on the agenda is available at the Company’s registered office and at Borsa Italiana S.p.A.; it is also available on the web site of the Company, www.pirelli.com .

ENTITLEMENT TO ATTEND THE SPECIAL MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders’ meeting and exercise the voting rights is attested by a communication to the Company issued by the authorised intermediaries in accordance to its bookkeeping entries, in favour of the party with voting rights at the date of 19th January, 2012 (the “record date”). Therefore, those who result to be holders of saving shares only after that date shall not be entitled to attend or vote at the Shareholders’ meeting.
Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force.
A facsimile of the voting proxy form is available at the Company’s registered office or on the Company’s website at the address www.pirelli.com, in the section dedicated to the Shareholders’ meeting.
The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or email to the following certified mailbox: assemblea@pec.pirelli.it.
The proxy holder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Servizio Titoli SpA as subject to whom the holders of saving shares can give their proxy free of charge (the “Designated Representative”).
The proxy with voting instructions shall be granted with the form that can be obtained on the website www.pirelli.com, in the section of the Special Meeting dedicated to the Designated Representative, or in paper form at the office of Servizio Titoli SpA or at the Company’s registered office.
The original proxy should in any case be sent to the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 - 20145 Milan (Italy), possibly anticipated a true copy by facsimile and the number 0039.02.46776850 or enclosing it to an email message to be sent at the address ufficiomilano@pecserviziotitoli.it within 23th January, 2015.
The proxy granded following these instructions will have effect only for the proposal on which voting instruction have been given. The proxy and the voting instruction can be revoked within the above mentioned term.
Further information on granting a proxy to the Designated Representative are available on the Company's website www.pirelli.com .

Addition of items to the agenda

In accordance with the provisions of laws holders of saving shares who, separately or jointly, represent at least one fortieth of the voting share capital may request, within ten days starting from the date of publication of this notice, to add items to the agenda, in the frame of those listed in article 146, first paragraph, of the Legislative Decree no. 58 dated 24th February, 1998, specifying in the request the proposed new items.The request must be submitted in writing and filed at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, together with the documentation attesting ownership of the above mentioned shareholding, issued by the intermediaries that keep the accounts in which the saving shares are registered; by the same term, a report on the proposed items must be submitted by the applying holders of saving shares, following the same procedure.
The Company shall give news about any addition to the items to be discussed at the Special Meeting following said requests in the same forms required for publication of this notice, at least fifteen days prior to the date of the first call of the Special Meeting. At the same time as publication of the addition of items, the Company shall make available to the public, in the same ways, the report submitted by the applying holders of saving shares together with any assessments of the Board of Directors and/or of the common representative of the holders of saving shares.

QUESTIONS ON THE ITEMS ON AGENDA

Before the date of the Special Meeting the holders of saving shares can submit questions relevant to the items on the agenda. The questions should be sent by mail to the Company’s registered office or by facsimile at the number 0039.02.6442.4426 or linking the web site www.pirelli.com and following the relevant instruction in section of the Special Meeting, where it is possible to gather all the informations on the matter. In order to facilitate the course of the Special Meeting, the holders of saving shares are invited to submit any questions within 26th January, 2012.

Information relevant to the share capital and to the shares with voting-rights

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.
In the Special meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).
At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

Milan, 22^nd December 2011

The Common Representative of holders of saving shares

(Avv. Giovanni Pecorella)

Call to special meeting of savings shareholders

Please find herewith enclosed the report of the common representative of the holders of saving shares for the special meeting.

Report of the common representative

Form of proxy

Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force, using the form herewith enclosed.
The proxy can be notified to the Company by sending a notice to the registered office in Milan, Viale Piero e Alberto Pirelli n. 25, by ordinary mail or e-mail to the following certified mailbox: assemblea@pec.pirelli.it.

The proxyholder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.

Form of proxy

Designated representative

As stated in the call of the Special Meeting, the Compaby has designated Servizio Titoli S.p.A. as subject to whom holders of saving shares can give their proxy free of charge (the “Designated Representative”).

The proxy with voting instructions shall be granted within the end of the second open market day before the date of the Special Meeting on first call, by using the form available in electronic or paper form at the office of Servizio Titoli S.p.A. or of the Company and herewith enclosed.

Enclose form

Questions on the items of the agenda The holders of saving shares can submit questions relevant to the items on the agenda before the date of the Special Meeting sending them by regular mail to Pirelli & C S.p.A., Viale Piero e Alberto Pirelli n. 25, or by fax to the number (02) 6442.4426, or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. In order to facilitate the In order to facilitate the course of the Special Meeting, all the questions must be received within 26th January, 2012.

All the questions will be answered at the latest during the Special Meeting.

Please note that the Company could give a sole answer to questions having the same content.

Moreover, the Company can give replies also in format "questions and answers" published on the website of the Company.

Only the holders Pirelli & C. S.p.A. saving shares have right to submit questions through this section of the website of the Company.

The holders of saving shares have to declare - upon their responsibility - their shareholding, identity, the e-mail address and authorize the Company to the treatment of the personal data according to the provisions of laws.

The which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.

In the Special meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).

At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital Euro 1,377,878,879.78 fully paid up
Companies Register of Milan, tax code and VAT no. 00860340157

CALL TO SHAREHOLDERS’ MEETING

The ordinary shareholders of Pirelli &C. Società per Azioni (the "Company") are called to an ordinary and extraordinary general meeting to be held in Milan, Viale Sarca 214
- at 10.30 a.m. Wednesday 20^th April, 2011 on first call
- at 10.30 a.m. of Thursday 21^st April, 2011 on second call

AGENDA

Ordinary general meeting

1. Financial statements as of 31st December, 2010. Inherent and consequent resolutions.
2. Appointment of the Board of Directors:
   • determination of the number of members of the Board of Directors;
   • determination of the term in office of the Board of Directors;
   • appointment of Directors;
   • determination of the annual compensation of the members of the Board of Directors.
3. Consultation on the Group's General Remuneration Policy

Ordinary general meeting

1. Amendment to articles 5 (Share Capital), 7 and 8 (Shareholders' Meeting), 10 and 11 (Management), 16 (Board of Statutory Auditors) of the Articles of Association. Inherent and consequent resolutions.
2. Voluntary reduction of the share capital by the amount of € 32,498,345.12 pursuant to article 2445 of the Italian civil code, to be allocated to stockholders' equity; consequent amendments to article 5 of the Articles of Association. Inherent and consequent resolutions.

Simultaneously with publication of this notice the Company shall make available at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25 – and at Borsa Italiana S.p.A., and shall also be published on the Company’s website www.pirelli.com the following reports of the Board of Directors and proposals of resolution concerning all items of the agenda:

- the Annual Financial Report, including the draft financial statements for the year, the consolidated financial statements, the management report and certification pursuant to art. 154-bis, paragraph 5 of Italian Legislative Decree 58 of February 24, 1998 (“TUF”) together with the relevant reports of the Board of Statutory Auditors and external auditing firm, the annual report on Corporate Governance and corporate structures and the Sustainability Report (first item on the agenda);
- reports relevant to the appointment of Manuela Soffientini and Giuseppe Vita, co-opted by the the Board of Directors on 1st March, 2011 (second item on the agenda), to the renewal of the Board of Statutory Auditors for the three years’ period 2012-2014 (third item on the agenda), to the consultation on the remuneration policy (fourth item on the agenda) and relevant to the Three years (2012-2014) cash incentive plan for the Management of the Group (fifth item on the agenda). With reference to this last topic, simultaneously to the publication of this notice, an Information Document prepared according to the provisions of article 84-bis of the Issuers’ Regulation adopted by Consob with resolution 11971/1999 will be made available to the public.

Documentation concerning the financial statements of the subsidiaries and associated companies shall be made available to the public at the registered office of the Company by 24th April, 2012.

Prior to the shareholders’ meeting, shareholders may submit questions relevant to the items on the agenda. Questions should be sent by mail to the address of the registered office of the Company or sent by fax to the number (02) 6442.4426 or linking the Company’s website www.pirelli.com and following the instructions given in the section dedicated to the shareholders’ meeting, where it is possible to find further information on the topic. In order to facilitate the course and the organization of the General Meeting, shareholders are kindly invited to submit any questions by 8th May, 2012.

ADDITION OF ITEMS TO THE AGENDA

In accordance with the provisions of laws shareholders who, separately or jointly, represent at least one fortieth of the voting share capital may request, within ten days starting from the date of publication of this notice, to add items to the agenda, specifying in the request the proposed new items.The request must be submitted in writing and filed at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, together with the documentation proving ownership of the above mentioned shareholding, issued by the intermediaries that keep the accounts in which the shares are registered; by the same term, a report on the proposed items must be submitted by the applying Shareholders, following the same procedure. The Company shall inform about any addition to the items to be discussed at the Shareholders’ Meeting following said requests in the same forms required for publication of this notice, at least fifteen days prior to the date of the Shareholders’ Meeting. At the same time of publication of the addition of items, the Company shall make available to the public, in the same ways, the report submitted by the applying Shareholders together with any assessments of the Board of Directors.

Please remember that additions are not allowed for items on which the Shareholders’ Meeting resolves, in accordance with law, upon proposal of the Board of Directors, or on the basis of a draft or report drafted by the Board itself, different from those set forth in article 125-ter, paragraph 1 of TUF.

ENTITLEMENT TO ATTEND THE SHAREHOLDERS’ MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders’ meeting and exercise the voting right is attested by a communication to the Company issued by the authorised intermediary in accordance to its book-keeping entries, in favour of the party having voting right at the date of 30th April, 2012 (the “record date”). Therefore, those who result to be shareholders only after that date shall not be entitled to attend or vote at the Shareholders’ meeting.

Anyone with voting right can be represented by proxy issued according to the provisions of law and regulations in force.

A facsimile of the voting proxy form is available at the Company’s registered office or on the Company’s website at the address www.pirelli.com, in the section dedicated to the Shareholders’ meeting.

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it.
The proxyholder who will attend the Shareholders’ meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Servizio Titoli SpA as the subject to whom Shareholders can give their proxy free of charge (the “Designated Representative”).
The proxy with voting instructions shall be granted with the form that can be obtained in electronic format on the website www.pirelli.com, in the section dedicated to the Designated Representative, or in paper form at the office of Servizio Titoli SpA or at the Company’s registered office.

The original proxy shall however be delivered to the registered office of Servizio Titoli SpA, Via Lorenzo Mascheroni n. 19, 20145 Milan; if possible a certified copy can be anticipated by fax to the number (02) 46776850 or as attachment to an electronic mail message to ufficiomilano@pecserviziotitoli.it, by 8th May, 2012. The issued proxy will be effective only for proposals in relation to which voting instructions have been given. The proxy and voting instructions are revocable up until the same term as set forth above.
Further information about granting a proxy to the Designated Representative are available on the Company’s website www.pirelli.com

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

Standing and Alternate Statutory Auditors will be appointed on the basis of slates pursuant to article 16 of the By-Laws, to the applicable laws and to regulations. From the slate which obtains the highest numbers of votes two standing members and one alternate member shall be chosen; the remaining standing member and the other alternate member shall be chosen from the other slates (known as “minority slates”). The chair of the Board of Statutory Auditors shall pertain to the standing member listed as the first candidate on the minority slate.

Shareholders who, alone or together with other shareholders, represent at least 1.5% of the shares with voting rights in the ordinary shareholder’s meeting, shall be entitled to submit slates. Each shareholder may present or take part in the presentation of only one slate and each candidate may appear on only one slate, on pain of ineligibility.

Shareholders submitting slates shall also file a declaration stating the details of the identity of the shareholders who have submitted the slates and their overall shareholding percentage. The shareholding is also proved, according to the applicable laws and regulations, after the submission of the slates, but in any case 21 days before the date of the General Meeting. Shareholders other than those who own a relative majority shareholding shall also issue a declaration, certifying the absence of any relationships with the latter.

The slates shall be divided into two sections: one for candidates for the position of standing Auditor and one for candidates for the position of alternate Auditor. The first candidate listed in each section must be selected from among the persons enrolled in the Register of Auditors who have worked on statutory audits for a period of no less than three years.

Together with each slate the candidates shall file at the Company’s registered office declarations by which they accept the candidacy and state, under personal responsibility, that there are no grounds for their ineligibility or incompatibility and that they meet the requisites for the position as prescribed by laws, by the By-laws and by regulations.

The candidates shall also declare if they can be qualified as independent according to the standards adopted by the Company ("Self-Regulatory Code for listed companies"). Together with the declarations, the candidates shall file a personal and professional curriculum vitae.

Each candidate, when appointed and before the formal acceptance of the office - in accordance with the provisions of article 2400, last paragraph, of the Italian civil code - is hereby kindly requested to notify to the Shareholders’ meeting all the offices of administration and control held in other companies mentioning them in the curriculum vitae according to the provisions of article 148-bis of TUF, taking care of updating them up to the date of the Shareholders’ meeting. Furthermore, all candidates are kindly requested to authorize the publication of the curricula on the web site of the Company.

The slates of candidates, which must be undersigned by the parties submitting them, and the relevant supporting documents, shall be filed at the Company’s registered office or sent to the address of certified mail box assemblea@pec.pirelli.it within 16th April, 2012 (term postponed of one day in respect to the effective term being it holiday).

In case within such term only one slate or slates which are mutually associated according to the applicable law and regulations have been submitted, further slates can be submitted in the following three days (i.e. by 19th April, 2012). In that case, the mentioned threshold of 1.5% necessary for the submission of the slates is reduced to 0.75%.

The Company shall make available to the public the slates of candidates duly submitted by shareholders as well as the information required by applicable regulation at its registered office, at Borsa Italiana S.p.A. and on its web site www.pirelli.com.

Any slates submitted without complying with the provisions of Article 16 of the Company’s By-Laws and of the applicable regulations shall be disregarded.

It is also recalled that Law 120 of 20th July 2011 has amended articles of TUF with reference to the composition of the administration bodies (art. 147-ter) and internal control bodies (art. 148) and foresees that in the corporate bodies at least one third of the less-represented gender should be present. The new provisions will take effect from the first renewal of the administration and internal control bodies after one year from the date on which the law has come into effect (so, from the General Meeting which will be called to resolve about the renewal of the corporate bodies after 12th August, 2012). On first application of the law (i.e. in occasion of the first renewal after the coming into force of the law itself), it is foreseen that the less-represented gender should have at least one-fifth (not one-third) of members of the Board of Directors and of the Board of Statutory Auditors.

Considering the above, all the Shareholders who wish to submit a slate for the appointment of the members of the Board of Statutory Auditors are invited to respect the above mentioned provisions, even if not applicable to this renewal. Such shareholders are also kindly invited to look over all the necessary documentation on the web site of the Company, www.pirelli.com, and, in particular, to take due note of what Consob recommended under its rule DEM/9017893, dated February 26, 2009.

INFORMATION RELEVANT TO THE SHARE CAPITAL AND TO THE SHARES WITH VOTING-RIGHTS

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66, is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (€ 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (€ 33,776,562.87). At present, the Company owns no. 351,590 ordinary shares whose voting right is suspended.

This notice has been published on the Company’s website www.pirelli.com, as well as in the newspapers IL SOLE 24 ORE and MILANO FINANZA on 30th March, 2012 and it is also available at the Borsa Italiana.

Call to Shareholders’ Meeting

Financial statements at 31 December 2011

The draft of financial statements as of 31^st December, 2011 has been examined and approved by the Board of Directors in the meeting held on 12^th March, 2012. On the same date, the Board of Directors has approved the consolidated balance-sheet 2011.
The Board of Directors proposes to the General Meeting of Shareholders the distribution of a dividend of 0.27 Euro per ordinary share (0.165 in the preceding year) and 0.34 Euro per savings share (0.229 in the preceding year), for a total dividend payout of 132.4 million Euro.
The dividend will be payable as of 24^th May, 2012 (coupon detachment date: 21st May, 2012).

In this section of the Company’s web site are also available, simultaneously with the publication of the notice of call of the General Meeting, the following documents:

Annual Financial reports (including the consolidated financial statements for the year, the management report, the certification pursuant to art. 154-bis, paragraph 5 of TUF and the report of the external auditing firm)

Annual report on Corporate Governance and corporate structures.

Sustainability Report

Appointment of two members of the Board of Directors

On 1st March, 2012 the Board of Directors of the Company resolved to co-opt Mr Giuseppe Vita, in replacement of Mr Enrico Tommaso Cucchiani (who resigned by the office of member of the Board of Directors on 16th December, 2011) and Mrs Manuela Soffientini, in replacement of Prof. Francesco Profumo (who resigned by the office of member of the Board of Directors on 16th November, 2011). The co-option of Mrs. Soffientini has been made on motion by the Nominations and Successions Committee which decided that it was appropriate to consult with Assogestioni in choosing the candidates to propose to the Board of Directors, insofar as Prof. Profumo had been drawn from the minority slate submitted by a group of Italian asset management companies and certain institutional investors specifically sponsored by Assogestioni.
Consistently with Pirelli's commitment to keep its corporate governance system in compliance with best Italian and international practices at all times, the Nominations and Successions Committee proposed to appoint Mrs Manuela Soffientini; this also allowed to increase the number of women serving on the Board of Directors, now 20% of the seats, and thus immediately in compliance with the provisions of Law 120 of July 12, 2011. which will be applied to the Pirelli Board of Directors beginning with its renewal scheduled for the Shareholders' Meeting called to approve the Annual Financial Statements as at 31st December, 2013.
At the same meeting, the Board of Directors found that the new Directors satisfied the prerequisites required by applicable law for assuming their position, as well as satisfaction by Mrs Soffientini of the prerequisites for independence (according to TUF and to the Corporate Governance Code of Borsa Italiana).
The offices of Manuela Soffientini and Giuseppe Vita will expire on the date of the General Meeting of Shareholders’ called on 10th May, 2012.

The Board of Directors has proposed to the General Meeting of Shareholders to appoint Mrs. Manuela Soffientini and Mr. Giuseppe Vita as member of the Board of Directors.

CV Manuela Soffientini

CV Giuseppe Vita

For further details, please refer to the report of the Board of Directors herewith enclosed.

Appointment of Two Members of the Board of Directors

Renewal of the Board of Statutory Auditors for the three-years period 2012/2014 on the basis of slates

The current Board of Statutory Auditors of Pirelli & C. S.p.A. has been appointed on 21st April, 2009 for the three years period 2009/2011 will expire on the date of approval of the Financial Statements as of 31st December, 2011.

The General Meeting of Shareholders has to resolve, according to law and applicable regulations and to the provisions of Article 16 of the Company’s By-Laws:
- the appointment of three Standing Statutory Auditors and two Alternate Statutory Auditors for the three-years period 2012/2014;
- the appointment of the Chairman of the Board of Statutory Auditors, in case it won’t be possible to appoint him/her on the basis of slates;
- the determination of the remuneration of the members of the Board of Statutory Auditors.

The Standing Statutory Auditors and of the Alternate Statutory Auditors will be appointed on the basis of slates.

For further details, please refer to the report of the Board of Directors herewith enclosed.

Appointment of the Board of Statutory Auditors

Shareholders who wish to submit a slate for the appointment of the members of the Board of Statutory Auditors are kindly invited to look over the enclosed documentation.

Fascicolo normativa nomina Sindaci [Only available in Italian version.]

SUBMITTED SLATES

Documents relevant to the slates submitted by the Shareholders.

Press Release 17th April 2012

Slate presented by: Camfin S.p.A., Mediobanca S.p.A., Edizione S.r.l., Fondiaria-Sai S.p.A., Allianz S.p.A., Assicurazioni Generali S.p.A., Intesa Sanpaolo S.p.A., Sinpar S.p.A. e Massimo Moratti (aderenti al Sindacato di Blocco Azioni Pirelli & C. S.p.A. - [Only available in Italian version.]

Press Release 19th April 2012

Slate presented by a group of fund managers and financial intermediaries

Consultation on Group Remuneration Policy;

Consultation on Group Remuneration Policy;

From 2011 the Company decided to adopt a general remuneration Policy (the “Policy” to be yearly submitted to the shareholders consultative vote. The Policy includes the guidelines for the definition of the remuneration of executive managers and management in general.

For further details, please refer to the report of the Board of Directors and to the Policy herewith enclosed.

Remuneration policy: consultation

Three years (2012-2014) cash incentive plan for Management of the Group;

The Board of Directors, on motion of the Remuneration Committee, has approved the launch of a new Three years incentive plan called “Long Term Incentive Plan (2012/2014) (the “LTI Plan”) to be assigned to the management of the Group, related to the new targets for the three years period 2012/2014. The new incentive plan, as the previous one, foresees that the management of the Group renounce to have, at the end of the financial year, 50% of the annual incentive of the years 2012 and 2013; the relevant amount will be allocated in a “bonus bank” which, at end of the three years period, will be paid with an increase only in case the long term targets are reached. In case such targets should not be reached, the bonus bank will be half paid. In the parameter related to the three years incentive the TSR value is higher and it is inserted the position of Pirelli in the worldwide main sustainability indicators.

According to the provisions of law, the LTI plan, for the section relevant to the Total Shareholder Return, has to be approved by the General Meeting called on 10th May, 2012.

For further details, please make reference to the Report of the Board of Directors and to the Information Document prepared according to the provisions of article 114bis of the Legislative Decree 58/1998 (TUF) and article 84bis of the Issuers’ Regulation adopted by Consob with resolution 11971/1999, herewith enclosed.

Three-year (2012-2014) Cash Incentive Plan

Disclosure Document Three-year Cash Incentive Plan – 29th March 2012

Proxy form

Anyone with voting right can be represented by proxy issued according to the provisions of laws and regulations in force, using the form herewith enclosed.

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox:

Proxy form

Designated representative

As stated in the call of the General Meeting the Company has designated Servizio Titoli S.p.A. as subject to whom holders of saving shares can give their proxy free of charge (the “Designated Representative”).

The proxy with voting instructions shall be granted within the end of the second open market day before the date of the General Meeting (therefore 8th May, 2012), by using the form available in electronic or paper form at the office of Servizio Titoli S.p.A. (Milan, Via Lorenzo Mascheroni n. 19) or of the Company and herewith enclosed.

To grant proxy to the designated representative please use the following link.

Servizio Titoli S.p.A. - Designated representative

The holders of saving shares can submit questions relevant to the items on the agenda before the date of the General Meeting sending them by regular mail to Pirelli & C S.p.A., Viale Piero e Alberto Pirelli n. 25, or by fax to the number (02) 6442.4426 , or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. In order to facilitate the In order to facilitate the course of the Special Meeting, all the questions must be received within 8th May, 2012.

All the questions will be answered at the latest during the General Meeting.

Please note that the Company could give a sole answer to questions having the same content.

Moreover, the Company can give replies also in format "questions and answers" published on the website of the Company.

Only the holders Pirelli & C. S.p.A. saving shares have right to submit questions through this section of the website of the Company.

The holders of ordinary shares have to declare - upon their responsibility - their shareholding, identity, the e-mail address and authorize the Company to the treatment of the personal data according to the provisions of laws.

Insert your question

Answers to forumlated questions [Only available in Italian version.]

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.

In the ordinary and/or extraordinary general meeting only the ordinary shares are entitled to vote.

At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

PIRELLI & C.
Società per Azioni
Milan - Viale Piero e Alberto Pirelli n. 25
Share Capital 1,345,380,534.66 fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

CALL TO SPECIAL MEETING OF SAVINGS SHAREHOLDERS

Shareholders with voting right in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares are called for a special meeting in Milan, Viale Sarca no. 214, at 11.30 a.m.:
- on Saturday 28th January, 2012 on first call,
- on Monday 30th January, 2012 on second call,
- on Tuesday 31st January, 2012 on third call
to discuss and resolve upon the following

AGENDA

• Appointment of the common representative of the holders of saving shares for the financial years 2012, 2013 and 2014; inherent and consequent resolutions.
• Determination of the fee in favour of the common representative of the holders of savings shares; inherent and consequent resolutions.
• Resolution upon the fund pursuant to art. 146, paragraph 1, letter c) of Legislative Decree February 24, 1998, n. 58.

It is expected from now that the meeting will be held in third call on 31st January, 2012.

DOCUMENTATION

On the same date of publication of this notice, the report of the common representative of the saving shareholders relevant to all items on the agenda is available at the Company’s registered office and at Borsa Italiana S.p.A.; it is also available on the web site of the Company, www.pirelli.com .

ENTITLEMENT TO ATTEND THE SPECIAL MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders’ meeting and exercise the voting rights is attested by a communication to the Company issued by the authorised intermediaries in accordance to its bookkeeping entries, in favour of the party with voting rights at the date of 19th January, 2012 (the “record date”). Therefore, those who result to be holders of saving shares only after that date shall not be entitled to attend or vote at the Shareholders’ meeting.
Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force.
A facsimile of the voting proxy form is available at the Company’s registered office or on the Company’s website at the address www.pirelli.com, in the section dedicated to the Shareholders’ meeting.
The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or email to the following certified mailbox: assemblea@pec.pirelli.it.
The proxy holder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Servizio Titoli SpA as subject to whom the holders of saving shares can give their proxy free of charge (the “Designated Representative”).
The proxy with voting instructions shall be granted with the form that can be obtained on the website www.pirelli.com, in the section of the Special Meeting dedicated to the Designated Representative, or in paper form at the office of Servizio Titoli SpA or at the Company’s registered office.
The original proxy should in any case be sent to the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 - 20145 Milan (Italy), possibly anticipated a true copy by facsimile and the number 0039.02.46776850 or enclosing it to an email message to be sent at the address ufficiomilano@pecserviziotitoli.it within 23th January, 2015.
The proxy granded following these instructions will have effect only for the proposal on which voting instruction have been given. The proxy and the voting instruction can be revoked within the above mentioned term.
Further information on granting a proxy to the Designated Representative are available on the Company's website www.pirelli.com .

Addition of items to the agenda

In accordance with the provisions of laws holders of saving shares who, separately or jointly, represent at least one fortieth of the voting share capital may request, within ten days starting from the date of publication of this notice, to add items to the agenda, in the frame of those listed in article 146, first paragraph, of the Legislative Decree no. 58 dated 24th February, 1998, specifying in the request the proposed new items.The request must be submitted in writing and filed at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, together with the documentation attesting ownership of the above mentioned shareholding, issued by the intermediaries that keep the accounts in which the saving shares are registered; by the same term, a report on the proposed items must be submitted by the applying holders of saving shares, following the same procedure.
The Company shall give news about any addition to the items to be discussed at the Special Meeting following said requests in the same forms required for publication of this notice, at least fifteen days prior to the date of the first call of the Special Meeting. At the same time as publication of the addition of items, the Company shall make available to the public, in the same ways, the report submitted by the applying holders of saving shares together with any assessments of the Board of Directors and/or of the common representative of the holders of saving shares.

QUESTIONS ON THE ITEMS ON AGENDA

Before the date of the Special Meeting the holders of saving shares can submit questions relevant to the items on the agenda. The questions should be sent by mail to the Company’s registered office or by facsimile at the number 0039.02.6442.4426 or linking the web site www.pirelli.com and following the relevant instruction in section of the Special Meeting, where it is possible to gather all the informations on the matter. In order to facilitate the course of the Special Meeting, the holders of saving shares are invited to submit any questions within 26th January, 2012.

Information relevant to the share capital and to the shares with voting-rights

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.
In the Special meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).
At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

Milan, 22^nd December 2011

The Common Representative of holders of saving shares

(Avv. Giovanni Pecorella)

Call to special meeting of savings shareholders