The Procedure for Related-Parties Transactions establishes the provisions aimed at ensuring the transparency and substantive and procedural correctness of Related-Parties Transactions carried out by Pirelli, directly or through its subsidiaries, that are of Greater Importance - namely, Transactions that exceed the thresholds set out in Annex 3 of the Consob Regulation no. 17221/2010 (“RPT Regulation”) or that, while not exceeding these thresholds, by their nature, strategic importance, entities or commitments have a significant impact on the activity of the Company or the Group, or may affect the autonomy management of the Company (so called Transactions of Strategic Importance) – or, of Lesser Importance (i.e. Transactions with Related-Parties different from the Greater Importance Transactions and the Smaller Amount Transactions).

According to RPT Regulation, as subsequently amended and modified (lastly, by Consob decision no. 21624/2020), in implementation of the “Shareholders’ rights directive II”, the Board of Directors in the meeting held on 15 June 2021, following the unanimous favorable opinion expressed by the Related-Parties Transactions Committee, approved the Procedure for Related-Parties Transactions, whose provisions are effective from 1 July 2021.

On 17 March 2022, solely to take into account changes to the Company’s organizational structure made at the end of 2021, the Board of Directors, with the prior opinion of the Related-Parties Transactions Committee, updated the Procedure for Related-Parties Transactions.

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Procedure for Related-Parties Transactions

Last revised: 17 Mar 2022