Board Committees

The Audit, Risks and Corporate Governance Committee (“ARCGC”), which incorporates the functions of the “control and risks committee” envisaged by the Corporate Governance Code, performs preparatory, advisory and consultative functions, and more generally, supports the Board of Directors in its assessments and decisions relating to the internal control and risk management system, as well as the approval of periodic financial and sustainability reports.

• assists the Board of Directors with:
• defining guidelines for the internal control and risk management system, in keeping with the Company’s strategies;
• evaluating, at least once a year, the adequacy of the internal control and risk management system with respect to the characteristics of the business and the risk profile assumed, as well as its effectiveness;
• appointing and removing the head of the Internal Audit department, defining the relevant remuneration in line with the Company’s policies, ensuring that they have adequate resources to perform their duties;
• approving, at least once a year, the work plan prepared by the head of the Internal Audit department, having consulted the supervisory body and the Chief Executive Officer, and by the head of the compliance department;
• assessing the adoption of measures aimed to ensure the effectiveness and impartiality of judgement of the other company departments involved in the controls, checking that they have adequate professionalism and resources;
• assessing, having consulted the Board of Statutory Auditors, the results presented by the external auditor in any letter of recommendations and in the additional report addressed to the Board of Statutory Auditors;
• describing, in the report on the corporate governance and share ownership, the main characteristics of the internal control and risk management system and the methods used to coordinate the various parties involved in said system, indicating the models and best national and international practices of reference, expressing its opinion on the overall adequacy of the same;
• verifying that the departments involved in the Internal Control and Risk Management System are appropriately coordinated, so as to provide a unified, timely and systematic overview of risks;
• having consulted the manager responsible for the preparation of the corporate financial documents as well as the firm appointed to undertake the external audit of the accounts and the Board of Statutory Auditors, assesses the proper and consistent application of the accounting standards within the group headed by Pirelli when preparing the consolidated financial statements, draft annual financial statements and condensed half-yearly financial statements;
• assesses the suitability of the periodic, financial and sustainability information to correctly represent the business model, the Company's strategies, the impact of its activities and the performances achieved in coordination, insofar as competent, with the Sustainability Committee;
• examines the content of the periodic sustainability information relevant for the internal control and risk management system;
• expresses opinions on specific aspects relating to the identification of the main corporate risks;
• supports the evaluations and decisions of the Board of Directors concerning the management of risks arising from any detrimental facts that may have come to the attention of the ARCGC;
• examines the periodic reports prepared by the Internal Audit manager and the manager of the Compliance & Rules department;
• monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit function;
• requests that the Internal Audit department, if deemed appropriate, perform checks in specific operational areas, notifying the Chairman of the Board of Statutory Auditors at the same time;
• reports to the Board of Directors on the work performed and on the adequacy of Pirelli’s internal control and risk management system and corporate governance system, at least at the time of approving the financial statements and the half-year financial report;
• taking into account materiality criteria determined by the nature and size of the Company, ensures a unified representation of the risks to which the Company is exposed, based on information received from the departments involved in the internal control and risk management system, as well as appropriate sustainability indicators;
• monitors developments in applicable legislation and in national and international corporate governance best practices;
• oversees compliance with, and the periodic updating of, the corporate governance rules and any codes of conduct adopted by the Company and its subsidiaries, ensuring that the corporate governance system of the Pirelli Group is aligned with applicable laws and regulations, the Corporate Governance Code and national and international best practices, and, where appropriate, submitting proposals to the Board of Directors;
• supports the Board of Directors in carrying out the annual Board evaluation process concerning the size, composition and proper functioning of the Board of Directors and its Committees;
• supports the Board of Directors in defining the criteria for the optimum composition of the Board of Directors and its Committees, providing opinions for the Board of Directors on the size and composition of the Board, and makes recommendations about the professional roles whose presence on the Board is deemed appropriate.

The Related-Party Transactions Committee performs the functions required under the applicable laws and regulations governing related-party transactions, issuing prior opinions in relation to related-party transactions entered into by the Company or its subsidiaries, in compliance with the provisions of the RPT Procedure.

The Remuneration Committee, which combines the functions of the “appointments committee” and the “remuneration committee” provided for under the Corporate Governance Code, performs preparatory, advisory and consultative functions and supports the Board of Directors (i) in matters relating to appointments and succession planning and (ii) in ensuring that remuneration policies are defined and implemented throughout the Pirelli Group with the aim, on the one hand, of pursuing the sustainable success of the Company/Group and aligning management’s interests with those of shareholders and, on the other, of attracting, securing, retaining and motivating individuals with the skills and professional expertise required for the positions they are called upon to hold within the Company. In particular, the Remuneration Committee:

• assists the Board of Directors in identifying candidates for the office of director in the event of co-optation, in accordance with applicable law and the Bylaws, verifying compliance with the requirements concerning the minimum number of independent directors, the quotas reserved for the less represented gender, the representation of minority shareholders and the provisions of the Prime Ministerial Decree of 10 April 2026;
• provides the Board of Directors with opinions on the adoption and/or amendment by the Board of its orientation towards the maximum number of appointments considered compatible with the effective performance of the role of director;
• assists the Board of Directors with preparing the Group “Remuneration Policy”, assessing its overall consistency;
• with regard to the Directors holding specific offices, including the executive directors and General Managers, expresses opinions to the Board:
  • about their remuneration, in compliance with the Remuneration Policy in force;
  • about setting performance objectives linked to the variable component of that remuneration;
  • about the definition of any no-competition agreements;
  • about the definition of any agreements for the termination of working relationships, on the basis of the principles established in the Remuneration Policy;
• monitors the effective application of the Remuneration Policy and checks the actual achievement of performance objectives, ensuring that when applying the Remuneration Policy, there have been no variances from the provisions set out therein;
• checks the conformity of the remuneration of the directors holding specific offices, including executive directors, General Managers and Key Managers with the Remuneration Policy and expresses an opinion on this, where required by the related procedure adopted within the company, also in accordance with the RPT Procedure;
• helps the Board of Directors to examine proposals to the Shareholders’ Meeting for the adoption of compensation plans based on financial instruments;
• monitors application of the decisions adopted by the Board of Directors, checking in particular the effective achievement of the established performance objectives;
• reviews and submits to the Board of Directors both sections of the “Report on the remuneration policy and the compensation paid”;
• in any event, expresses opinions in relation to related-party transactions on matters concerning the remuneration of Directors holding specific offices, including executive directors, General Managers and Key Managers, within the limits and in accordance with the criteria permitted under the RPT Procedure;
• assesses whether there are exceptional circumstances that allow for a derogation from the Remuneration Policy.

The Strategies Committee supports the Board of Directors in examining the "Significant Matters” and, in particular, in examining:

• the budget and multi-year strategic, industrial and financial plans of Pirelli and the group;
• industrial partnerships and strategic joint ventures of Pirelli and/or any of its subsidiaries or any entity subject to the joint control of Pirelli.

The Sustainability Committee supports the Board of Directors in the analysis of sustainability issues related to business operations, corporate social responsibility and the analysis of issues relevant to the creation of long-term value.

• supports the Board of Directors when reviewing and approving the business plan of the Company and the Pirelli Group, with regard to the analysis of the relevant sustainability topics for long-term value creation;
• supports the Board of Directors in its review of the scenarios underlying the preparation of the business plan with regard to sustainability-related matters, monitoring the integration of sustainability into business processes in order to ensure the creation of sustainable value over time for shareholders and all other stakeholders;
• supports the Board of Directors in reviewing and assessing the consolidated sustainability reporting prepared pursuant to Legislative Decree No. 125/2024, coordinating its activities with the Audit, Risks and Corporate Governance Committee.

The Committees are established by the Board of Directors, which determines the number of members, appoints such members and also designates their Chairman and, where applicable, a Deputy Chairman. The Committees remain in office for the entire term of office of the Board of Directors.

The Board of Directors determines the duties of each Committee, giving due consideration to the competence and experience of their respective members and avoiding an excessive concentration of appointments.

Each Committee meets whenever deemed appropriate by its Chairman (or Deputy Chairman if the Chairman is unable), or when requested by at least one member, by the Chairman of the Board of Directors, by the Chief Executive Officer, by the Deputy Chairman (if appointed) and, in any case, with the frequency necessary in order to carry out its functions properly.

The Secretary of each Committee is the Secretary of the Board.

Each Committee meetings are called by a notice sent, by the Secretary or otherwise, at the request of the Committee Chairman.

The documentation and information available (and, in any event, any documentation 7 and information required) shall be provided to all members of each Committee - in multiple languages, taking into account the nationality of the members concerned - normally 10 days prior to the meeting (save where particular confidentiality requirements apply) and, in any event, sufficiently in advance to enable Committee members to participate in the meeting and express informed views on the items on the agenda.

Each Committee's meetings are quorate when attended by the majority of appointed members and resolutions are adopted by the majority of those present.

Where deemed appropriate by the Chairman of the relevant Committee, having regard to the matters to be discussed, the Committees may hold joint meetings with one another, with the Board of Statutory Auditors and with the Supervisory Body.

For each Committee meeting participants shall have access to a simultaneous translation of the interventions in the languages commonly used by the members of the Committees.

Each Committee’s meetings may be held by conference call with the characteristics set out in the Bylaws; their minutes are taken by the Committee Secretary and recorded in the related minute book.

Each Committee - which may make use of external advisers in carrying out its functions - is given adequate financial resources to perform its tasks with absolute spending autonomy.

Each Committee is entitled to access relevant business information and departments in the performance of its tasks, with support from the Secretary to the Board of Directors and the Company's other internal structures, as competent each time, for this purpose.

The Committees report to the Board of Directors on the work carried out at the first available meeting and in the manner deemed most appropriate, usually by submitting a summary report to the Board of Directors.

The entire Board of Statutory Auditors is entitled to participate in the activities of the Audit, Risks and Corporate Governance Committee, Remuneration Committee and Related-Party Transactions Committee.

One member of the Board of Statutory Auditors is invited to attend the meetings of the Sustainability Committee and Strategies Committee (usually the Chairman).

The Board of Directors, with the support of the Committee competent each time, shall periodically assess the adequacy of these Regulations and is responsible for updating and amending them if required.

For all matters not expressly governed by these Regulations, it is agreed that, insofar as compatible, the provisions of the Regulations on the functioning of the Board of Directors shall apply.