ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS

Amendments to the Company Bylaws

The extraordinary session of the Shareholders’ Meeting is called to resolve on some amendments to the Bylaws of Pirelli & C. S.p.A. These amendments aim to implement the recent regulatory changes concerning the opportunity that:

- participation in Shareholders’ Meetings and the exercise of voting rights may occur, following a resolution of the Board of Directors, exclusively through the Appointed Representative in accordance with article 135-undecies TUF;

- the attestation on the compliance of the sustainability reporting with the rules of Legislative Decree no. 125 of 6 September 2024 may be made, when appointed by the Board of Directors, upon mandatory opinion of the Board of Statutory Auditors, by a person other than the manager responsible for the preparation of the corporate financial documents.

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

Report on the amendments to the Company Bylaws Published on: 8 November 2024, 15:15 CEST

Please, find below the relevant legislative references.

Amendments to the Bylaws – Legislative references Published on: 8 November 2024, 15:15 CEST

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Update to the Shareholders’ Meeting Regulation

The Shareholders’ Meeting is called in ordinary session to resolve on the proposal to update the Shareholders' Meeting Regulation of Pirelli & C. S.p.A., most recently approved at the Shareholders' Meeting held on 1 August 2017, designed to ensure the orderly and effective conduct of Shareholders’ Meetings. This update is necessitated by the amendments to the Company's Bylaws pertaining to the opportunity that participation in Shareholders’ Meetings and the exercise of voting rights may occur, following a resolution of the Board of Directors, exclusively through the Appointed Representative in accordance with article 135-undecies TUF, which are on the agenda for the Extraordinary Shareholders' Meeting and, therefore, subject to approval of the latter.

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

Report on the update to the Shareholders’ Meeting Regulation Published on: 8 November 2024, 15:15 CEST

The Company, pursuant to Decree-Law No. 18 of 17 March 2020, converted by Law No. 27 of 24 April 2020 (the "Decree"), the effects of which were later extended, last by Law No. 21 of 5 March 2024, has availed of the right to allow those entitled to vote at the Shareholders' Meeting to attend exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998, ("TUF”), without the physical participation by those entitled to vote, as indicated below.

Parties entitled to vote must necessarily be represented by a proxy granted to the Appointed Representative in accordance with the procedures described below.

No other form of participation in the Shareholders’ Meeting is allowed for those entitled to attend.

There are no provisions for votes by correspondence or electronic means.

It is reminded that, under current rules, in order to prove your entitlement to attend the Shareholders’ Meeting and to vote by proxy, the intermediary is required to send a notice to the Company upon request of the relevant person.

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Appointed Representative

As indicated in the notice of call, the Company has appointed Computershare S.p.A. as the entity to which the Shareholders may confer proxies (the Appointed Representative) free of charge.

The proxy with voting instructions to the Appointed Representative (excepts for what indicated below with respect to the proxies/sub-proxies granted according to article 135-novies TUF, in derogation to what provided under article 135-undecies, paragraph 4, TUF) must be received by the end of second open market day prior to the meeting (and therefore by Tuesday 10 December 2024).

The proxy with voting instructions must be granted using the electronic form dedicated to the Appointed Representative and available here below starting from Saturday 30 November 2024.

Link to Computershare web app

Furthermore, a hard copy of the form will be sent to those who request it in writing to the offices of the Company or Computershare S.p.A.

Proxies with voting instructions not granted to the Appointed Representative by means of the aforementioned application must be:

• - signed with an electronic signature that complies with current regulatory provisions and sent from an ordinary email address to ufficiomilano@pecserviziotitoli.it (Ref.: 2024 Pirelli Shareholders’ Meeting);
• - signed and sent (in PDF format) from a certified email address ufficiomilano@pecserviziotitoli.it (Ref.: 2024 Pirelli Shareholders’ Meeting);
• - signed and sent (in PDF format) from an ordinary email address to ufficiomilano@pecserviziotitoli.it and the original must be sent to the offices of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 – 20145 Milan (Ref. on the envelope: 2024 Pirelli Shareholders’ Meeting).

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The Appointed Representative may also be granted with proxies or sub-proxies pursuant to article 135-novies TUF, also in derogation of article 135-undecies, paragraph 4, TUF. A copy of the proxy voting form pursuant to article 135-novies TUF can be found here below. Entitled persons are advised to send their proxies and/or sub-proxies in accordance with the aforementioned article 135-novies TUF by 12:00 on 11 December 2024 using the same procedures set out above.

Appointed Representative Proxy Form Published on: 8 November 2024, 15:15 CEST

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All proxies will only apply to the proposals for which the voting instructions were given. The Appointed Representative will not vote at the Shareholders’ Meeting in respect of proposals for which they have not received precise voting instructions.

The proxy and voting instructions may be revoked within the same period as above.

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The forms could be updated and integrated if the Company receives requests for integrations or proposals pursuant to article 126-bis TUF (where applicable) or individual resolution proposals relating to the items on the agenda, as provided in the notice of call of the Shareholders' Meeting, respectively, in the paragraphs "Additions to the agenda and presentation of new resolution proposals" and "Submission of individual resolution proposals". In this case, the forms in the section will be promptly updated.

Persons entitled to vote, before the Shareholders’ Meeting and no later than 3 December 2024, will be able to ask questions relating to the items on the agenda. Questions must be received by mail at the Company’s registered office or sent by certified e-mail to assemblea@pec.pirelli.it, or entered as a question in this section of the Company’s website.

Please be informed that, in accordance with law, the right to ask questions via this section of the website of the Company concerns only those who have the right to vote at Shareholders’ Meeting of Pirelli & C. S.p.A.

Furthermore, those claiming a right to vote at the Shareholders’ 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.

Questions will be answered by the Company by 9 December 2024 at the latest in a specific document published in this section of the website. Please remind that the Company may provide a single answer to several questions having the same topic.

Pirelli & C. S.p.A. – Shareholders’ Meeting 12-12-2024 - Answers to questions submitted by shareholder M. Bava (Italian version only) Published on: 6 December 2024, 12:20 CEST

Financial Statements as at 31 December 2023

The financial statements for financial year 2023 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 6 March 2024. On that date the Board also approved the 2023 consolidated financial statements.

The Board of Directors proposes to the Shareholders’ Meeting the distribution of a dividend of euro 0.198 for each outstanding ordinary shares, for a total of euro 198 million, in accordance with the dividend policy disclosed to the market.

The dividend of the financial year 2023 will be paid as from 26 June 2024, with ex-dividend date 24 June 2024 (record date on 25 June 2024).

2023 Annual Report – Cohabiting the future Published on: 28 May 2023, 15:30 CEST

The Financial Report submitted to the Shareholders' Meeting of May 28, 2024. The Financial Report contains the same documentation published in this section of the Company's website on March 18, 2024 and here below. The Financial Report also contains the letter from the Chairman and the Executive Vice Chairman and Chief Executive Officer to Shareholders with images and design different than previously published. The Financial Report Pirelli & C. S.p.A. included in this document was approved by the Shareholders 'Meeting on May 28, 2024.

Annual Report 2023 Published on: 18 March 2024, 18:00 CEST

Annual Report 2023 xHTML Published on: 18 March 2024, 18:00 CEST

Annual Report 2023 ESEF COMPLIANT REPORTING PACKAGE Published on: 18 March 2024, 18:00 CEST

The Annual Financial Report as at 31 December 2023, includes the draft financial statements, the consolidated financial statements and the management report, as well as the Report on responsible management of the value chain, the annual Report on corporate governance and share ownership and the Remuneration policy and compensation paid.

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Appointment of the Board of Statutory Auditors

The Shareholders’ Meeting is invited to resolve upon the renewal of the Board of Statutory Auditors and its Chairman for the next three financial years, as well as on the determination of the annual remuneration of the Board of Statutory Auditors’ members. Please remind that, pursuant to article 16 of the Bylaws, the Company’s Board of Statutory Auditors is appointed according to the so-called “slate voting mechanism”.

For further details, see the report drawn up by the Directors attached here.

Report on the appointment of the Board of Statutory Auditors Published on: 18 March 2024, 18:00 CEST

Shareholders who intend to submit slates for the appointment of the members of the Board of Statutory Auditors are invited to view - in addition to the notice of the meeting and the relevant report prepared by the Directors - the following documentation:

• Guidelines of the outgoing Board of Statutory Auditors of Pirelli & C. S.p.A. on the composition of the new control body

Guidelines of the outgoing Board of Statutory Auditors on the composition of the new control body Published on: 18 March 2024, 18:00 CEST

• Diversity and Independence Statement;
• Independence criteria approved by the Board of Directors

As well as the following additional documentation:

Appointment Board of Statutory Auditors – Reference regulation Published on: 18 March 2024, 18:00 CEST

Sample of declaration of acceptance of candidacy Published on: 18 March 2024, 18:00 CEST

Sample of declaration engagement with other companies or entities Published on: 18 March 2024, 18:00 CEST

Credit or debit records entered in the accounts of the presenting shareholder after the presentation of the slate are not relevant for the purpose of legitimizing the exercise of said right.

The slates can be submitted in accordance with the terms indicated in the notice of the meeting.

The Company will also make available any slates presented by publishing them in this section.

Slates submitted

Press release 4 May 2024 Published on: 4 May 2024, 10:35 CEST

Documentation related to the slates submitted:

Slate No. 1 submitted by Marco Polo International Italy S.r.l. also on behalf of Camfin S.p.A., Camfin Alternative Assets S.r.l. and Longmarch Holding S.r.l.

Slate No. 2 submitted by a group of savings’ management companies and institutional investors

Slates of candidates submitted for the appointment of the Board of Statutory Auditors Published on: 4 May 2024, 10:35 CEST

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Appointment of the external auditor of the accounts

The Shareholders’ Meeting is invited to appoint the new external auditor of the accounts for the nine-year period 2026-2034, determining the related remuneration as well as the criteria for its eventual adjustment, on the basis of the Justified Recommendation of the Board of Statutory Auditors.

For further details please see the Directors’ report attached here below, containing the Justified Recommendation of the Board of Statutory Auditors for the appointment of the external auditor of the accounts.

Report on the appointment of the external auditor of the accounts and Justified Recommendation of the Board of Statutory Auditors Published on: 18 March 2024, 18:00 CEST

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Remuneration policy and compensation paid

For further details please see the Directors’ reports, as well as the Report on remuneration policy and compensation paid attached here below.

Directors’ report on remuneration policy for 2024 and 2023 compensation paid Published on: 18 March 2024, 18:00 CEST

Report on remuneration policy for 2024 and 2023 compensation paid Published on: 18 March 2024, 18:00 CEST

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Three-year monetary incentive plan for the Pirelli Group’s Management

On 6 March 2024, the Board of Directors of Pirelli & C. S.p.A. approved the objectives of the three-year monetary incentive plan for the 2024-2026 cycle for the Pirelli Group’s Management (“2024-2026 LTI Plan”). The 2024-2026 LTI Plan is subject to the approval of the Shareholders’ Meeting pursuant to article 114-bis of TUF as it states, inter alia, that part of the incentive is determined on the basis of a relative Total Shareholder Return target, linked to the trend of the price of Pirelli shares with respect to “Tier 1” peers.

For further details please see the Directors’ report and the relevant Information Documents attached here below.

Directors’ report on the 2024-2026 LTI Plan Published on: 18 March 2024, 18:00 CEST

Information Document on the 2024-2026 LTI Plan Published on: 18 March 2024, 18:00 CEST

The Company, pursuant to Decree-Law No. 18 of 17 March 2020, converted by Law No. 27 of 24 April 2020 (the "Decree"), the effects of which were later extended, last by Law No. 21 of 5 March 2024, has availed of the right to allow those entitled to vote at the Shareholders' Meeting to attend exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998, ("TUF”), without the physical participation by those entitled to vote, as indicated below.

Parties entitled to vote must necessarily be represented by a proxy granted to the Appointed Representative in accordance with the procedures described below.

No other form of participation in the Shareholders’ Meeting is allowed for those entitled to attend.

There are no provisions for votes by correspondence or electronic means.

It is reminded that, under current rules, in order to prove your entitlement to attend the Shareholders’ Meeting and to vote by proxy, the intermediary is required to send a notice to the Company upon request of the relevant person.

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Appointed Representative

As indicated in the notice of call, the Company has appointed Computershare S.p.A. as the entity to which the shareholders may confer proxies (the “Appointed Representative") free of charge.

The proxy with voting instructions to the Appointed Representative (excepts for what indicated below with respect to the proxies/sub-proxies granted according to article 135-novies TUF, in derogation to what provided under article 135-undecies, paragraph 4 of the TUF) must be received by the end of second open market day prior to the meeting (and therefore by Friday 24 May 2024).

The proxy with voting instructions must be granted using the electronic form dedicated to the Appointed Representative and available here below starting from Thursday 16 May 2024.

Link to Computershare web app

Furthermore, a hard copy of the form will be sent to those who request it in writing to the offices of the Company or Computershare S.p.A.

Proxies with voting instructions not granted to the Appointed Representative by means of the aforementioned application must be:

• - signed with an electronic signature that complies with current regulatory provisions and sent from an ordinary email address to ufficiomilano@pecserviziotitoli.it;;
• - signed and sent (in PDF format) from a certified email address ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from an ordinary email address to ufficiomilano@pecserviziotitoli.it and the original must be sent to the offices of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 – 20145 Milan (reference on the envelope: 2024 Pirelli Shareholders’ Meeting).

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The Appointed Representative may also be granted with proxies or sub-proxies pursuant to article 135-novies of the TUF, also in derogation of article 135-undecies, paragraph 4 of the TUF. A copy of the proxy voting form pursuant to article 135-novies TUF can be found here below. Entitled persons are advised to send their proxies and/or sub-proxies in accordance with the aforementioned article 135-novies of the TUF by 12:00 on 27 May 2024 using the same procedures set out above.

Appointed Representative Proxy Form Published on: 7 May 2024, 18:00 CEST

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All proxies will only apply to the proposals for which the voting instructions were given. The Appointed Representative will not vote at the Shareholders’ Meeting in respect of proposals for which they have not received precise voting instructions.

The proxy and voting instructions may be revoked within the same period as above.

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The forms will be updated to consider the slates of the candidates for the office of member of Statutory Auditors that may be submitted by the shareholders within the terms of the law. The forms could be updated and integrated if the Company receives requests for integrations or proposals pursuant to art. 126-bis of the TUF (where applicable) or individual resolution proposals relating to the items on the agenda, as provided in the notice of call of the Shareholders' Meeting, respectively, in the paragraphs "Additions to the agenda and presentation of new resolution proposals" and "Submission of individual resolution proposals". In this case, the forms in the section will be promptly updated.

Persons entitled to vote, before the Shareholders’ Meeting and no later than 17 May 2024, will be able to ask questions relating to the items on the agenda. Questions must be received by mail at the Company’s registered office or sent by certified e-mail to assemblea@pec.pirelli.it, or entered as a question in this section of the Company’s website.

Please be informed that, in accordance with law, the right to ask questions via this section of the website of the Company concerns only those who have the right to vote at Shareholders’ Meeting of Pirelli & C. S.p.A.

Furthermore, those claiming a right to vote at the Shareholders’ 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.

Questions will be answered by the Company by 23 May 2024 at the latest in a specific document published in this section of the website. Please remind that the Company may provide a single answer to several questions having the same topic.

Pirelli & C. S.p.A. – Shareholders’ Meeting 28-5-2024 - Answers to questions submitted by shareholder M. Bava (Italian version only) Published on: 23 May 2024, 9:30 CEST

Appointment of the Board of Directors

The Ordinary Shareholders’ Meeting is invited to appoint the members of the “new” Board of Directors (up to a maximum of fifteen) and the Chairman for the next three financial years, and to determine the annual remuneration of the Board of Directors.

Please remind that, pursuant to article 10 of the Bylaws, the Company’s Board of Directors is appointed according to the so-called “slate voting mechanism”.

For further details, see the attached report drawn up by the directors on the appointment of the Board of Directors.

Report on the Appointment of the Board of Directors Published on: 21 June 2023, 16:15 CEST

Shareholders who intend to submit slates for the appointment of the members of the Board of Directors are invited to view - in addition to the notice of the meeting and the relevant report prepared by the Directors - the following orientations approved by the Board of Directors

• Orientation of the Board of Directors towards the maximum number of appointments considered compatible with the effective performance of the role of director of the Company
• Guidance to the shareholders on the quali-quantitative composition of the Board of Directors for the 2023-2025 period

Guidance on the quali-quantitative composition of the Board of Directors Published on: 21 June 2023, 16:15 CEST

As well as the following additional documentation

Appointment of Directors – Documentation Published on: 21 June 2023, 16:15 CEST

Sample of declaration of acceptance of candidacy Published on: 21 June 2023, 16:15 CEST

Sample of declaration engagement with other companies Published on: 21 June 2023, 16:15 CEST

For further information on the decision upon the Golden Power Procedure please see the press release of 18 June 2023.

PRESS RELEASE

Credit or debit records entered in the accounts of the presenting shareholder after the presentation of the slate are not relevant for the purpose of legitimizing the exercise of said right.

The slates can be submitted, in accordance with the notice of the meeting, in one of the following ways:

• by delivering them to the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25 below;
• by sending them to the Company’s certified e-mail address assemblea@pec.pirelli.it.

The Company will also make available any slates presented by publishing them in this section.

Slates submitted

Press release 7 July 2023 Published on: 7 July 2023, 10:45 CEST

Documentation related to the slates submitted:

Slate No. 1 submitted by Marco Polo International Italy S.r.l. also on behalf of Camfin S.p.A.

Slate No. 2 submitted by a group of savings’ management companies and institutional investors

Slates of candidates submitted for the appointment of the Board of Directors Published on: 7 July 2023, 10:00 CEST

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Remuneration policy and compensation paid

The remuneration policy for 2023 and the report on compensation paid for 2022 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 5 April 2023.

The Board of Directors proposes to the Shareholders’ Meeting to:

• approve the 2023 Policy, containing the guidelines for the financial year 2023 for determining the remuneration of the Directors, General Managers and KM of the Company, as well as, without prejudice to the provisions of article 2402 of the Italian Civil Code, for determining the remuneration of members of the controlling bodies, and to which Pirelli refers in defining the remuneration of Senior Managers and Executives;
• express its advisory vote on the report on the compensation paid in 2022, which outlines the remuneration paid in implementation of the remuneration policy implemented by Pirelli Group in 2022.

For further details please see the Directors’ reports and the related resolution proposals attached below, as well as the remuneration policy for 2023 and the report on compensation paid in 2022.

Directors’ report on remuneration policy for 2023 and compensation paid in 2022 Published on: 21 June 2023, 16:15 CEST

Report on remuneration policy for 2023 and compensation paid in 2022 Published on: 21 June 2023, 16:15 CEST

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Three-year monetary incentive plans for Pirelli Group Management

On 5 April 2023, the Board of Directors approved the objectives of the three-year monetary incentive plan for the 2023-2025 cycle for the Pirelli’s Management (“2023-2025 LTI Plan”), related to the targets of the 2021-2022|2025 industrial plan. The 2023-2025 LTI Plan is subject to the approval of the Shareholders’ Meeting pursuant to article 114-bis of TUF as it states, inter alia, that part of the incentive is determined on the basis of a relative Total Shareholder Return target, linked to the trend of the price of Pirelli shares with respect to an index made up of selected “Tier 1” peers in the Tyre sector.

For further details please see the Directors’ report and the relevant resolution proposals, as well as the relevant Information Documents attached below.

Directors’ report on three-year monetary incentive plans for the Pirelli Group Management Published on: 21 June 2023, 16:15 CEST

Information Document on the three-year monetary incentive plan 2023-2025 for Pirelli Group Management Published on: 21 June 2023, 16:15 CEST

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The ”Directors and Officers Liability Insurance” policy

The Board of Directors proposes to the Shareholders’ Meeting to authorise the renewal of the “Directors and Officers Liability Insurance” policy according to the attached report.

Directors and Officers Liability Insurance policy Published on: 21 June 2023, 16:15 CEST

The Company, pursuant to Decree-Law No. 18 of 17 March 2020, converted by Law No. 27 of 24 April 2020 (the "Decree", the effects of which were extended by Decree-Law No. 198 of 29 December 2022, converted by Law No. 14 of 24 February 2023), has availed of the right to allow those entitled to vote at the Shareholders' Meeting to attend exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998, ("TUF”), without the physical participation by those entitled to vote, as indicated below.

Parties entitled to vote must necessarily be represented by a proxy granted to the Appointed Representative in accordance with the procedures described below.

No other form of participation in the Shareholders’ Meeting is allowed for those entitled to attend.

There are no provisions for votes by correspondence or electronic means.

It is reminded that, under current rules, in order to prove your entitlement to attend the Shareholders’ Meeting and to vote by proxy, the intermediary is required to send a notice to the Company upon request of the relevant person.

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Appointed Representative

As indicated in the notice of call, the Company has appointed Computershare S.p.A. as the entity to which the shareholders may confer proxies (the “Appointed Representative") free of charge.

The proxy with voting instructions to the Appointed Representative (excepts for what indicated below with respect to the proxies/sub-proxies granted according to article 135-novies TUF, in derogation to what provided under article 135-undecies, paragraph 4 of the TUF) must be received by the end of second open market day prior to the meeting (and therefore by Thursday 17 July 2023 ).

The proxy with voting instructions must be granted using the electronic form dedicated to the Appointed Representative and available in this section of the Company website starting from Monday 17 July 2023 . Furthermore, a hard copy of the form will be sent to those who request it in writing to the offices of the Company or Computershare S.p.A.

Proxies with voting instructions not granted to the Appointed Representative by means of the aforementioned application must be:

• - signed with an electronic signature that complies with current regulatory provisions and sent from an ordinary email address to ufficiomilano@pecserviziotitoli.it;;
• - signed and sent (in PDF format) from a certified email address ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from an ordinary email address to ufficiomilano@pecserviziotitoli.it and the original must be sent to the offices of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 – 20145 Milan (reference on the envelope: 31.07.2023 Pirelli Shareholders’ Meeting).

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The Appointed Representative may also be granted with proxies or sub-proxies pursuant to article 135-novies of the TUF, also in derogation of article 135-undecies, paragraph 4 of the TUF. A copy of the proxy voting form pursuant to article 135-novies TUF can be found on this section of the Company website. Entitled persons are advised to send their proxies and/or subproxies in accordance with the aforementioned article 135-novies of the TUF by 12:00 on 30 July 2023 using the same procedures set out above.

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All proxies granted to the Appointed Representative will only apply to the proposals for which the voting instructions were given. The Appointed Representative will not vote at the Shareholders’ Meeting in respect of proposals for which they have not received precise voting instructions.

The proxy and voting instructions may be revoked within the same period as above.

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Proxy Forms

The web app will be made available by Computershare S.p.A. starting from Monday 17 July 2023.

Link to Computershare web app

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The Appointed Representative may also be granted with sub-proxies by any proxy holders pursuant to article 135-novies of the TUF, also in derogation to article 135-undecies, paragraph 4, of the TUF. The following form can be used to grant these proxies

Appointed Representative Proxy Form Published on: 7 July 2023, 10:00 CEST

Proxy form updated on 7 July 2023 to take into account the lists of candidates for the office of Director filed by shareholders within the legal deadlines.

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The forms could be updated and integrated if the Company receives requests for integrations or proposals pursuant to art. 126-bis of the TUF (where applicable) or individual resolution proposals relating to the items on the agenda, as provided in the notice of call of the Shareholders' Meeting, respectively, in the paragraphs "Addition to the agenda and presentation of new resolution proposals" and "Presentation of individual draft resolutions". In this case, the forms in the section will be promptly updated.

Persons entitled to vote, before the Shareholders’ Meeting and no later than 20 July 2023, will be able to ask questions relating to the items on the agenda. Questions must be received by mail at the Company’s registered office or sent by certified e-mail to assemblea@pec.pirelli.it, or entered as a question in this section of the Company’s website

Please be informed that, in accordance with law, the right to ask questions via this section of the website of the Company concerns only those who have the right to vote at Shareholders’ Meeting of Pirelli & C. S.p.A.

Furthermore, those claiming a right to vote at the Shareholders’ 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.

Only questions strictly related to the items on the agenda will be taken into account.

Questions will be answered by the Company by 25 July 2023 at the latest in a specific document published in this section of the website. Please remind that the Company may provide a single answer to several questions having the same topic.

Pirelli & C. S.p.A. – Shareholders’ Meeting 31-7-2023 - Answers to questions submitted by shareholder M. Bava (Italian version only) Published on: 25 July 2023, 17:50 CET

Pirelli & C. S.p.A. – Shareholders’ Meeting 29-6-2023 - Answers to questions submitted by shareholder T. Marino (Italian version only) Published on: 25 July 2023, 17:50 CET

Financial Statements as at 31 December 2022

The financial statements for financial year 2022 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 5 April 2023. On that date the Board also approved the 2022 consolidated financial statements.

In accordance with the dividend policy of the 2021-2022|2025 industrial plan, the Board of Directors proposes to the Shareholders’ Meeting the distribution of a dividend of euro 0.218 for each outstanding ordinary shares, for a total of euro 218 million.

The dividend of the financial year 2022 will be paid as from 26 July 2023, with ex-dividend date 24 July 2023 (record date on 25 July 2023).

In this section of the website is available the 2022 Annual Financial Report (ESEF and PDF file), including the draft financial statements, the consolidated financial statements and the management report, as well as the Report on the Responsible Management of the Value Chain and the annual Report on Corporate Governance and Share Ownership. The Annual Financial Report is supported by the relative reports from the Board of Statutory Auditors and auditing company.

Pursuant to the applicable law, the document prepared pursuant to ESEF Regulation is available only in Italian.

2022 Annual Report - Ma(n)chine Learning Published on: 29 June 2023, 12:40 CEST

The Financial Report submitted to the Shareholders' Meeting of June 29, 2023. The Financial Report contains the same documentation published in this section of the Company's website on April 12, 2023 and here below. The Financial Report also contains the letter from the Chairman and the Executive Vice Chairman and Chief Executive Officer to Shareholders with images and design different than previously published. The Financial Report Pirelli & C. S.p.A. included in this document was approved by the Shareholders 'Meeting on June 29, 2023.

2022 Annual Report Published on: 12 April 2023, 18:15 CEST

2022 xHTML Annual Report Published on: 12 April 2023, 18:15 CEST

2022 ESEF COMPLIANT REPORTING PACKAGE Annual Report Published on: 12 April 2023, 18,15 CEST

Decision on the postponement, to a subsequent Shareholders' Meeting to be called by the Board of Directors presumably by 31 July 2023, of the discussion and decisions on the items on the agenda relating to the appointment of the Board of Directors as per points 3), 4), 5) and 6) below, with the consequent extension in the medium term of the Board of Directors currently in office. Related and consequent resolutions.

The Shareholders’ Meeting will be called to resolve on the appointment of the Board of Directors (and on the related additional items on the agenda 4, 5 and 6) only if the Shareholders’ Meeting itself does not approve the postponement on the item 2 on the agenda.

As already reported on 11 May 2023, the Board of Directors was informed that, at this stage of the proceedings, it is foreseeable that the relevant final decision of the Golden Power Procedure may be issued subsequent to expiry of the legal deadline for the submission of slates for the renewal of the Board of Directors, therefore the Board of Directors resolved to propose that the Shareholders' Meeting vote on deferring the appointment of the Board of Directors (and the resolution on the subsequent items on the agenda) ) to when the Golden Power Procedure is concluded.

For further details, see the attached report drawn up by the directors on the appointment of the Board of Directors.

Report on the Decision on the postponement, to a subsequent Shareholders' Meeting to be called by the Board of Directors presumably by 31 July 2023, of the discussion and decisions on the items on the agenda relating to the appointment of the Board of Directors as per points 3), 4), 5) and 6) below, with the consequent extension in the medium term of the entire Board of Directors currently in office. Published on: 19 May 2023, 17:50 CEST

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Appointment of the Board of Directors

The resolutions under this item will be proceeded only if the proposals under item 2 on the agenda are not approved by the Shareholders’ Meeting.

The Ordinary Shareholders’ Meeting is invited to appoint the members of the “new” Board of Directors (up to a maximum of fifteen) and Chairman for the next three financial years, and to determine the annual remuneration of the Board of Directors

You are reminded that, pursuant to article 10 of the Bylaws, the Company’s Board of Directors is appointed according to the so-called “slate voting mechanism”.

For further details, see the attached report drawn up by the directors on the appointment of the Board of Directors.

Report on the Appointment of the Board of Directors Published on: 19 May 2023, 17:50 CEST

Shareholders who intend to present slates for the appointment of the members of the Board of Directors are invited to view - in addition to the notice of the meeting and the relevant report prepared by the Directors - the following orientations approved by the Board of Directors

• Orientation of the Board of Directors towards the maximum number of appointments considered compatible with the effective performance of the role of director of the Company
• Guidance to the shareholders on the quali-quantitative composition of the Board of Directors for the 2023-2025 period

Guidance on the quali-quantitative composition of the Board of Directors Published on: 19 May 2023, 17:50 CEST

As well as the following additional documentation

Appointment of Directors – Documentation Published on: 19 May 2023, 17:50 CEST

Credit or debit records entered in the accounts of the presenting shareholder after the presentation of the slate are not relevant for the purpose of legitimising the exercise of said right.

The slates can be submitted, in accordance with the notice of the meeting, in one of the following ways:

• by delivering them to the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25
  (in this respect, see the contents of the “Useful References and Logistical Information”) below;
• by sending them to the Company’s certified e-mail address assemblea@pec.pirelli.it.

The Company will also make available any slates presented by publishing them in this section.

PIRELLI: NO LISTS PRESENTED FOR THE NOMINATION OF THE BOARD OF DIRECTORS Published on: 6 June 2023, 18:00 CEST

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Remuneration policy and compensation paid

The resolutions under this item will be proceeded only if the proposals under item 2 on the agenda are not approved by the Shareholders’ Meeting.

The remuneration policy for 2023 and the report on compensation paid for 2022 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 5 April 2023.

The Board of Directors proposes to the Shareholders’ Meeting to:

• approve the 2023 Policy, containing the guidelines for the financial year 2023 for determining the remuneration of the Directors, General Managers and KM of the Company, as well as, without prejudice to the provisions of article 2402 of the Italian Civil Code, for determining the remuneration of members of the controlling bodies, and to which Pirelli refers in defining the remuneration of Senior Managers and Executives;
• express its advisory vote on the report on the compensation paid in 2022, which outlines the remuneration paid in implementation of the remuneration policy implemented by Pirelli Group in 2022

For further details please see the Directors’ reports and the related resolution proposals attached below, as well as the remuneration policy for 2023 and the report on compensation paid in 2022

Directors’ report on remuneration policy for 2023 and compensation paid in 2022 Published on: 19 May 2023, 17:50 CEST

Report on remuneration policy for 2023 and compensation paid in 2022 Published on: 19 May 2023, 17:50 CEST

***

Three-year monetary incentive plans for Pirelli Group Management

The resolutions under this item will be proceeded only if the proposals under item 2 on the agenda are not approved by the Shareholders’ Meeting.

On 5 April 2023, the Board of Directors approved the objectives of the three-year monetary incentive plan for the 2023-2025 cycle for the Pirelli’s Management (“2023-2025 LTI Plan”), related to the targets of the 2021-2022|2025 industrial plan. The 2023-2025 LTI Plan is subject to the approval of the Shareholders’ Meeting pursuant to article 114-bis of TUF as it states, inter alia, that part of the incentive is determined on the basis of a relative Total Shareholder Return target, linked to the trend of the price of Pirelli shares with respect to an index made up of selected “Tier 1” peers in the Tyre sector.

For further details please see the Directors’ report and the relevant resolution proposals, as well as the relevant Information Documents attached below.

Directors’ report on three-year monetary incentive plans for the Pirelli Group Management Published on: 19 May 2023, 17:50 CEST

Information Document on the three-year monetary incentive plan 2023-2025 for Pirelli Group Management Published on: 19 May 2023, 17:50 CEST

***

The ”Directors and Officers Liability Insurance” policy

The resolutions under this item will be proceeded only if the proposals under item 2 on the agenda are not approved by the Shareholders’ Meeting.

The Board of Directors proposes to the Shareholders’ Meeting to authorise the renewal of the “Directors and Officers Liability Insurance” policy according to the attached report.

Directors and Officers Liability Insurance policy Published on: 19 May 2023, 17:50 CEST

The Company, pursuant to Decree-Law No. 18 of 17 March 2020, converted by Law No. 27 of 24 April 2020 (the "Decree", the effects of which were extended by Decree-Law No. 198 of 29 December 2022, converted by Law No. 14 of 24 February 2023), has availed of the right to allow those entitled to vote at the Shareholders' Meeting to attend exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998, ("TUF”), without the physical participation by those entitled to vote, as indicated below.

Parties entitled to vote must necessarily be represented by a proxy granted to the Appointed Representative in accordance with the procedures described below.

No other form of participation in the Shareholders’ Meeting is allowed for those entitled to attend.

There are no provisions for votes by correspondence or electronic means.

It is reminded that, under current rules, in order to prove your entitlement to attend the Shareholders’ Meeting and to vote by proxy, the intermediary is required to send a notice to the Company upon request of the relevant person.

***

Appointed Representative

As indicated in the notice of call, the Company has appointed Computershare S.p.A. as the entity to which the shareholders may confer proxies (the “Appointed Representative") free of charge.

The proxy with voting instructions to the Appointed Representative (excepts for what indicated below with respect to the proxies/sub-proxies granted according to article 135-novies TUF, in derogation to what provided under article 135-undecies, paragraph 4 of the TUF) must be received by the end of second open market day prior to the meeting (and therefore by Tuesday 27 June 2023).

The proxy with voting instructions must be granted using the electronic form dedicated to the Appointed Representative and available in this section of the Company website starting from Thursday 15 June 2023. Furthermore, a hard copy of the form will be sent to those who request it in writing to the offices of the Company or Computershare S.p.A.

Proxies with voting instructions not granted to the Appointed Representative by means of the aforementioned application must be:

• - signed with an electronic signature that complies with current regulatory provisions and sent from an ordinary email address to ufficiomilano@pecserviziotitoli.it;;
• - signed and sent (in PDF format) from a certified email address ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from an ordinary email address to ufficiomilano@pecserviziotitoli.it and the original must be sent to the offices of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 – 20145 Milan (reference on the envelope: 2023 Pirelli Shareholders’ Meeting).

***

The Appointed Representative may also be granted with proxies or sub-proxies pursuant to article 135-novies of the TUF, also in derogation of article 135-undecies, paragraph 4 of the TUF. A copy of the proxy voting form pursuant to article 135-novies TUF can be found on this section of the Company website. Entitled persons are advised to send their proxies and/or subproxies in accordance with the aforementioned article 135-novies of the TUF by 12:00 on 28 June 2023 using the same procedures set out above.

***

All proxies granted to the Appointed Representative will only apply to the proposals for which the voting instructions were given. The Appointed Representative will not vote at the Shareholders’ Meeting in respect of proposals for which they have not received precise voting instructions.

The proxy and voting instructions may be revoked within the same period as above.

***

Proxy Forms

Below the link of the web app managed directly by Computershare S.p.A., through which it is possible to proceed with the guided compilation of the proxy form to the Appointed Representative.

***

The Appointed Representative may also be granted with sub-proxies by any proxy holders pursuant to article 135-novies of the TUF, also in derogation to article 135-undecies, paragraph 4, of the TUF. The following form can be used to grant these proxies

Appointed Representative Proxy Form Published on: 15 June 2023, 17:50 CEST

Please note that the form has been updated on June 15 2023

***

The form has been updated on June 15, 2023, due to the fact that within the time limits defined by the notice of meeting, no Shareholder presented slates of candidates for the appointment of the Board of Directors, nor did they submit resolution proposals.

Persons entitled to vote, before the Shareholders’ Meeting and no later than 20 June 2023, will be able to ask questions relating to the items on the agenda. Questions must be received by mail at the Company’s registered office or sent by certified e-mail to assemblea@pec.pirelli.it, or entered as a question in this section of the Company’s website

Please be informed that, in accordance with law, the right to ask questions via this section of the website of the Company concerns only those who have the right to vote at Shareholders’ Meeting of Pirelli & C. S.p.A.

Furthermore, those claiming a right to vote at the Shareholders’ 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.

Only questions strictly related to the items on the agenda will be taken into account.

Questions will be answered by the Company by 25 June 2023 at the latest in a specific document published in this section of the website. Please remind that the Company may provide a single answer to several questions having the same topic.

Pirelli & C. S.p.A. – Shareholders’ Meeting 29-6-2023 - Answers to questions submitted by shareholder M. Bava (Italian version only) Published on: 25 June 2023, 10:00 CEST

Pirelli & C. S.p.A. – Shareholders’ Meeting 29-6-2023 - Answers to questions submitted by shareholder T. Marino (Italian version only) Published on: 25 June 2023, 10:00 CEST

Pursuant to the law and to the Bylaws, Shareholders who individually, or jointly with other Shareholders, represent at least one fortieth of the share capital, may request, by ten days from publication of the notice of call, inclusion of items to be discussed, indicating in their request the additional items proposed, or they may submit proposals for resolutions on matters already on the agenda.

The request - 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 e-mail assemblea@pec.pirelli.it.

By the deadline for the 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 resolution proposal on matters already on the agenda, will be notified by the Company, in the same manner as prescribed for the publication of the notice of call, at least fifteen days before the date set for the meeting, together with 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 Shareholders’ Meeting resolves, in accordance with law, upon proposal of 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 TUF.

Bearing in mind that persons entitled to vote may only participate at the Shareholders’ Meeting through the Appointed Representative, the latter may make individual resolution proposals pertaining to the items on the agenda by sending them to the Company via email to the certified email address assemblea@pec.pirelli.it by 14 June 2023. The Company will publish these proposals without delay in any case by one working day in this section of the website so that persons entitled to vote may take account of them when providing voting instructions to the Appointed Representative. The Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda as well as their completeness and compliance with the applicable legislation.

Persons entitled to vote who submit proposals in accordance with the above must demonstrate their entitlement by sending a specific communication issued by an authorised intermediary pursuant to the applicable legislation.

The share capital of Pirelli & C. S.p.A. amounts to euro 1,904,374,935.66 and is divided into a total of no. 1,000,000,000 ordinary shares (all with voting rights at Shareholders’ Meetings) with no par value. To date, the Company does not hold treasury shares.

For further information, clarifications or requirements regarding the Shareholders’ Meeting of 29 June 2023, please write to assemblea@pec.pirelli.it or corporate.governance@pirelli.com

In this section of the Company website, the documentation published after the Shareholders’ Meeting will be made available, in particular the press release which will be circulated at the end of the Shareholders’ Meeting, a summary report of the voting and the Shareholders’ Meeting minutes.

Shareholders’ Meeting minutes – 29 June 2023 Published on: 14 July 2023, 12:00 CEST

Summary report of the voting Published on: 30 June 2023, 15:00 CEST

Press release Published on: 29 June 2023, 12:40 CEST

Financial Statements as at 31 December 2021

The financial statements for financial year 2021 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 17 March 2022. On that date the Board also approved the 2021 consolidated financial statements.

In accordance with the dividend policy of the 2021-2022|2025 industrial plan, the Board of Directors proposes to the Shareholders’ Meeting the distribution of a dividend of euro 0.161 for each outstanding ordinary shares, for a total of euro 161 million.

The dividend will be paid as from 25 May 2022, with ex-dividend date 23 May 2022 (record date on 24 May 2022).

In this section of the website is available the 2021 Annual Financial Report (ESEF and PDF file), including the draft financial statements, the consolidated financial statements and the management report, as well as the Report on the Responsible Management of the Value Chain and the annual Report on Corporate Governance and Share Ownership. The Annual Financial Report is supported by the relative reports from the Board of Statutory Auditors and auditing company.

Pursuant to the applicable law, the document prepared pursuant to ESEF Regulation is available only in Italian.

2021 Annual Report – A beautiful place – The art of manufacturing Published on: 18 May 2022, 13:10 CEST

The Financial Report submitted to the Shareholders' Meeting of May 18, 2022. The Financial Report contains the same documentation published in this section of the Company's website on March 29, 2022 and here below. The Financial Report also contains the letter from the Chairman and the Executive Vice Chairman and Chief Executive Officer to Shareholders with images and design different than previously published. The Financial Report Pirelli & C. S.p.A. included in this document was approved by the Shareholders 'Meeting on May 18, 2022. The Financial Report also contains the further documentation presented to the Shareholders' Meeting.

2021 Annual Report Published on: 29 March 2022, 18:15 CEST

2021 xHTML Annual Report Published on: 29 March 2022, 18:15 CEST

2021 ESEF COMPLIANT REPORTING PACKAGE Annual Report Published on: 29 March 2022, 18:15 CEST

***

Remuneration policy and compensation paid

The remuneration policy for 2022 and the report on compensation paid for 2021 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 17 March 2022.

The Board of Directors proposes to the Shareholders’ Meeting to:

• - approve the 2022 Policy, containing the guidelines for determining the remuneration of the Directors, General Managers and KM of the Company, as well as, without prejudice to the provisions of article 2402 of the Italian Civil Code, for determining the remuneration of members of the controlling bodies, and to which Pirelli refers in defining the remuneration of Senior Managers and Executives;
• - express its advisory vote on the report on the compensation paid in 2021, which outlines the remuneration paid in implementation of the remuneration policy implemented by Pirelli Group in 2021.

For further details please see the Directors’ reports and the related resolution proposals attached below, as well as the remuneration policy for 2022 and the report on compensation paid in 2021.

Directors’ report on remuneration policy for 2022 and compensation paid in 2021 Published on: 13 April 2022, 17:30 CEST

Report on remuneration policy for 2022 and compensation paid in 2021 Published on: 13 April 2022, 17:30 CEST

***

Three-year monetary incentive plans for Pirelli Group Management

On 17 March 2022, the Board of Directors approved the objectives of the three-year monetary incentive plan for the 2022-2024 cycle for the Pirelli’s Management (“2022-2024 LTI Plan”), related to the targets of the 2021-2022|2025 industrial plan. The 2022-2024 LTI Plan is subject to the approval of the Shareholders’ Meeting pursuant to article 114-bis of TUF as it states, inter alia, that part of the incentive is determined on the basis of a relative Total Shareholder Return target, linked to the trend of the price of Pirelli shares with respect to an index made up of selected “Tier 1” peers in the Tyre sector.

On the same date, the Board of Directors also approved the adjustment mechanisms of the sole quantification of the objectives of the STI and LTI plan currently in force - including the LTI Plans for the three-year periods 2020-2022 and 2021-2023, already approved by the Shareholders’ Meetings held on 18 June 2020 and 15 June 2021 pursuant to article 114-bis of TUF, and the LTI Plan for the three-year period 2022-2024 - for the exclusive purpose of taking into account any negative effects resulting from a worsening geopolitical and macroeconomic referring scenario with respect to the time when the assumptions underlying the quantification of the objectives of the plans were drawn up.

For further details please see the Directors’ report and the relevant resolution proposals, as well as the relevant Information Documents attached below.

Directors’ report on three-year monetary incentive plans for the Pirelli Group Management Published on: 13 April 2022, 17:30 CEST

Information Document on the three-year monetary incentive plan 2022-2024 for Pirelli Group Management Published on: 13 April 2022, 17:30 CEST

Updated Information Document on the three-year monetary incentive plan 2021-2023 for Pirelli Group Management Published on: 13 April 2022, 17:30 CEST

Updated Information Document on the three-year monetary incentive plan 2020-2022 for Pirelli Group Management Published on: 13 April 2022, 17:30 CEST

The Company, pursuant to Law Decree n. 18 of 17 March 2020, converted with amendments by Law n. 27 of 24 April 2020 and application of which has been extended most recently with Law Decree n. 228 of 30 December 2021 (the “Decree”), has made use of the option to have those entitled to vote at the Shareholders’ Meeting do so exclusively through the Appointed Representative in accordance with article 135-undecies of Legislative Decree n. 58 of 24 February 1998 (“TUF”), without the physical participation of the entitled persons, as indicated below.

Parties entitled to vote must necessarily be represented by a proxy granted to the Appointed Representative in accordance with the procedures described below.

No other form of participation in the Shareholders’ Meeting is allowed for those entitled to attend.

There are no provisions for votes by correspondence or electronic means.

It is reminded that, under current rules, in order to prove your entitlement to attend the Shareholders’ Meeting and to vote by proxy, the intermediary is required to send a notice to the Company upon request of the relevant person.

***

Appointed Representative

As indicated in the notice of call, the Company has appointed Computershare S.p.A. as the entity to which the shareholders may confer proxies (the “Appointed Representative") free of charge.

The proxy with voting instructions to the Appointed Representative (excepts for what indicated below with respect to the proxies/sub-proxies granted according to article 135-novies TUF, in derogation to what provided under article 135-undecies, paragraph 4 of the TUF) must be received by the end of second open market day prior to the meeting (and therefore by Monday 16 May 2022).

The proxy with voting instructions must be granted using the electronic form dedicated to the Appointed Representative and available in this section of the Company website starting from Thursday 5 May 2022. Furthermore, a hard copy of the form will be sent to those who request it in writing to the offices of the Company or Computershare S.p.A.

Proxies with voting instructions not granted to the Appointed Representative by means of the aforementioned application must be:

• - signed with an electronic signature that complies with current regulatory provisions and sent from an ordinary email address to ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from a certified email address to ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from an ordinary email address to ufficiomilano@pecserviziotitoli.it and the original must be sent to the offices of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 – 20145 Milan (reference on the envelope: 2022 Pirelli Shareholders’ Meeting).

***

The Appointed Representative may also be granted with proxies or sub-proxies pursuant to article 135-novies of the TUF, also in derogation of article 135-undecies, paragraph 4 of the TUF. A copy of the proxy voting form pursuant to article 135-novies TUF can be found on this section of the Company website. Entitled persons are advised to send their proxies and/or subproxies in accordance with the aforementioned article 135-novies of the TUF by 12:00 on 17 May 2022 using the same procedures set out above.

***

All proxies granted to the Appointed Representative will only apply to the proposals for which the voting instructions were given. The Appointed Representative will not vote at the Shareholders’ Meeting in respect of proposals for which they have not received precise voting instructions.

The proxy and voting instructions may be revoked within the same period as above.

***

Proxy Forms

Below the link of the web app managed directly by Computershare S.p.A., through which it is possible to proceed with the guided compilation of the proxy form to the Appointed Representative.

The web app will be made available by Computershare S.p.A. starting from Thursday 5 May 2022.

Link to Computershare web app

***

The Appointed Representative may also be granted with sub-proxies by any proxy holders pursuant to article 135-novies of the TUF, also in derogation to article 135-undecies, paragraph 4, of the TUF. The following form can be used to grant these proxies.

Appointed Representative Proxy Form Published on: 13 April 2022, 17:30 CEST

***

The forms could be updated and integrated if the Company receives requests for integrations or proposals pursuant to art. 126-bis of the TUF (where applicable) or individual resolution proposals relating to the items on the agenda, as provided in the notice of call of the Shareholders' Meeting, respectively, in the paragraphs "Addition to the agenda and presentation of new resolution proposals" and "Presentation of individual draft resolutions".

Persons entitled to vote, before the Shareholders’ Meeting and no later than 9 May 2022, will be able to ask questions relating to the items on the agenda. Questions must be received by mail at the Company’s registered office or sent by certified e-mail to assemblea@pec.pirelli.it, or entered as a question in this section of the Company’s website

Please be informed that, in accordance with law, the right to ask questions via this section of the website of the Company concerns only those who have the right to vote at Shareholders’ Meeting of Pirelli & C. S.p.A.

Furthermore, those claiming a right to vote at the Shareholders’ 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.

Only questions strictly related to the items on the agenda will be taken into account.

Questions will be answered by the Company by 14 May 2022 at the latest in a specific document published in this section of the website. Please remind that the Company may provide a single answer to several questions having the same topic.

Answers to questions submitted by shareholder M. Bava (Italian version only) Published on: 14 May 2022, 11:20 CEST

Answers to questions submitted by shareholder Blockchain Governance Srl (Italian version only) Published on: 14 May 2022, 11:20 CEST

Pursuant to the law and to the Bylaws, Shareholders who individually, or jointly with other Shareholders, represent at least one fortieth of the share capital, may request, by ten days from publication of the notice of call, inclusion of items to be discussed, indicating in their request the additional items proposed, or they may submit proposals for resolutions on matters already on the agenda.

The request - 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 e-mail address assemblea@pec.pirelli.it.

By the deadline for the 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 resolution proposal on matters already on the agenda, will be notified by the Company, in the same manner as prescribed for the publication of the notice of call, at least fifteen days before the date set for the meeting, together with 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 Shareholders’ Meeting resolves, in accordance with law, upon proposal of 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 TUF.

Bearing in mind that persons entitled to vote may only participate at the Shareholders’ Meeting through the Appointed Representative, the latter may make individual resolution proposals pertaining to the items on the agenda by sending them to the Company via email to the certified email address assemblea@pec.pirelli.it by 3 May 2022. The Company will publish these proposals without delay in any case by one working day in this section of the website so that persons entitled to vote may take account of them when providing voting instructions to the Appointed Representative. The Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda as well as their completeness and compliance with the applicable legislation.

Persons entitled to vote who submit proposals in accordance with the above must demonstrate their entitlement by sending a specific communication issued by an authorised intermediary pursuant to the applicable legislation.

The share capital of Pirelli & C. S.p.A. amounts to euro 1,904,374,935.66 and is divided into a total of no. 1,000,000,000 ordinary shares (all with voting rights at Shareholders’ Meetings) with no par value. To date, the Company does not hold treasury shares.

For further information, clarifications or requirements regarding the Shareholders’ Meeting of 18 May 2022, please write to assemblea@pec.pirelli.it or corporate.governance@pirelli.com

Please note that considering the health emergency related to the spread of Sars-CoV 2 ("Covid-19”) virus and in compliance with the ensuing provisions issued by the relevant authorities, access to the registered office may only be gained by prior agreement, contacting the Company by email at assemblea@pec.pirelli.it

In this section of the Company website, the documentation published after the Shareholders’ Meeting will be made available, in particular the press release which will be circulated at the end of the Shareholders’ Meeting, a summary report of the voting and the Shareholders’ Meeting minutes.

Shareholders’ Meeting minutes – 18 May 2022 Published on: 1 June 2022, 17:30 CEST

Summary report of the voting Published on: 20 May 2022, 11:00 CEST

Press release Published on: 18 May 2022, 13:10 CET

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital 1,904,374,935.66 euros fully paid up
Companies Register of Milan-Monza-Brianza-Lodi
tax code and VAT no. 00860340157

NOTICE OF SHAREHOLDERS’ MEETING

The persons entitled to vote at the shareholders’ meeting of Pirelli & C. Società per Azioni are called to an Ordinary and Extraordinary Shareholders’ Meeting in Milan, at the offices of Studio Notarile Marchetti in Via Agnello n. 18, at 3:00 p.m. on Wednesday 24 March 2021, in a single call, to discuss and resolve on the following.

AGENDA

Notice of call Shareholders’ Meeting Published on: 19 February 2021, 16:30 CET

Abstract of the Notice of call Shareholders’ Meeting Published on: 19 February 2021, 16:30 CET

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital 1,904,374,935.66 euros fully paid up
Companies Register of Milan-Monza-Brianza-Lodi
tax code and VAT no. 00860340157

NOTICE OF SHAREHOLDERS’ MEETING

The persons entitled to vote at the shareholders’ meeting of Pirelli & C. Società per Azioni are called to an Ordinary and Extraordinary Shareholders’ Meeting in Milan, at the offices of Studio Notarile Marchetti in Via Agnello n. 18, at 10:30 a.m. on Thursday 18 June 2020, in a single call, to discuss and resolve on the following.

AGENDA

On 15 April 2020 the following were made available to the public at the Company's registered offices in Milan, Viale Piero e Alberto Pirelli 25, at Borsa Italiana S.p.A. and the on the authorised storage mechanism eMarket Storage (emarketstorage.com) as well as published on the Company’s website www.pirelli.com: 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, subsection 5, of the CLF, together with the reports of the Board of Statutory Auditors and the independent auditors, the Consolidated non-financial disclosure pursuant to Legislative Decree of December 30, 2016, n. 254 (chapter “Report on Responsible Management of the Value Chain”) accompanied by its respective Report by the Auditing Company and the annual Report on corporate governance and structure of share ownership.
On the same date and in the same way reports by Directors and proposals for resolutions related to the remaining items on the agenda are made available to the public.
Documentation relating to the financial statements of subsidiaries and associate companies is available to the public at the registered office.
With reference to the fourth item on the agenda, it is announced that the Information Document prepared pursuant to article 84-bis of the Issuers’ Regulation, adopted by Consob with resolution 11971/99, is available to the public at the same time as publication of the notice of call.

Persons entitled to vote, before the Shareholders’ Meeting and no later than June 9, 2020, 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 sent to the certified e-mail address assemblea@pec.pirelli.it, 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. The questions shall be answered by the Company by 15 June 2020 at the latest in a specific document published on the company website www.pirelli.com.

ADDITIONS TO THE AGENDA AND PRESENTATION OF NEW DRAFT RESOLUTIONS

Pursuant to the law and to the By-laws, Shareholders who individually, or jointly with other Shareholders, represent at least one fortieth of the 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 proposals for 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, subsection 1, of the CLF.

RIGHT TO PARTICIPATE IN THE MEETING AND PROXY VOTING THROUGH THE APPOINTED REPRESENTATIVE

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 June 9, 2020 (the “record date”). Therefore, those who only hold their shares after that date will not be entitled to attend and vote at the meeting.
The Company has decided to make use of the option, established by the Decree, to have those entitled to vote at the Shareholders’ Meeting do so exclusively through the Appointed Representative. Therefore, parties entitled to vote must necessarily be represented by a proxy granted to the Appointed Representative in accordance with the procedures described below.
There are no provisions for casting votes by correspondence or electronic means.

Appointed Representative

The Company has appointed Computershare S.p.A. as the entity by which the shareholders may confer proxies (the "Appointed Representative") free of charge.
The proxy with voting instructions must be granted using the digital form available on the website www.pirelli.com in the section dedicated to the Appointed Representative. A hard copy of the form will be sent to those who request it in writing from the offices of the Company or Computershare S.p.A. In any case, entitled parties are advised to use the specific application available on the Company’s website to grant the proxy.
The proxy granted to the Appointed Representative must be received by the end of the second day of trading prior to the shareholders’ meeting (and therefore by Tuesday 16 June 2020).
As the Company will make any slates submitted for the renewal of the Board of Directors (item two on the agenda) available to the public twenty one days prior to the Shareholders’ Meeting, an example of proxy to the Appointed Representative will be made available as of 28 May 2020. The specific application to grant proxies will also be active on the Company’s website from that date.
Proxies not granted to the Appointed Representative by means of the aforementioned application must be:

• - signed with an electronic signature that complies with current regulatory provisions and sent from an ordinary email address to ufficiomilano@pecserviziotitoli.it;
- signed and sent (in PDF format) from a certified email address to ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from an ordinary email address to ufficiomilano@pecserviziotitoli.it and the original must be sent to the offices of Computershare S.p.A., Via Lorenzo Mascheroni no. 19 – 20145 Milan, as soon as the measures to contain the COVID-19 outbreak issued by the relevant authorities have been lifted.

The aforementioned Appointed Representative may also be granted proxies or sub-delegations pursuant to article 135- noviesof the CLF, also in derogation from article 135- undecies, subsection 4 of the CLF. A copy of the proxy voting form pursuant to article 135- noviesCLF can be found on the Company website www.pirelli.com in the specific section dedicated to the Shareholders’ Meeting. Entitled persons are advised to send their proxies and/or subproxies in accordance with the aforementioned article 135- noviesof the CLF by 12:00 in 17 June 2020 using the same procedures set out above.

A proxy will only have effect in relation to the proposals for which the voting instructions were given.
The proxy may also be sent to the Company in advance by email to the certified email address: assemblea@pec.pirelli.it. The proxy and voting instructions may be revoked within the same period as above.
Further information concerning the granting of the proxy to the Appointed Representative is available on the Company's website www.pirelli.com.

SLATE VOTING TO APPOINT THE BOARD OF DIRECTORS

Pursuant to art. 10 of the company Bylaws, Directors shall be appointed on the basis of slates in which the candidates must be listed with a consecutive number.
The slates submitted by Shareholders, signed by those submitting them, must be filed at the registered offices of the Company or sent to the certified email address assemblea@pec.pirelli.it at least twenty-five days before the date set for the Shareholders’ Meeting and therefore by 25 May 2020 (deadline extended by one day with respect to the actual deadline in that it falls on a Sunday). They shall be made available to the public at the registered offices, on the Company website www.pirelli.com and in the other ways specified by Commissione Nazionale per la Società e la Borsa regulations at least twenty-one days before the date set for the Shareholders’ Meeting and therefore by 28 May 2020.
Shareholders who intend to submit a slate must indicate their identity and the total equity investment held in the ordinary share capital of the Company.
Shareholders are only entitled to present slates if, alone or together with other Shareholders, they own shares representing a total of at least 1% of the ordinary share capital with the obligation to prove their ownership of the number of ordinary shares needed to submit slates by the deadline set for their publication by the Company (28 May 2020).
Each Shareholder may submit or contribute to the submission of just one slate and each candidate may be included in just one slate, under penalty of ineligibility.
Each slate filed must be accompanied by acceptances of nomination and declarations from each candidate confirming, under their own responsibility, that there are no reasons that would make them ineligible for or incompatible with the role, and that they satisfy any requirements established for the role concerned. Together with the declarations, a curriculum vitae is to be filed for each candidate containing comprehensive information on their personal and professional characteristics and providing information on the administration and control positions held with other companies and their eligibility, if applicable, to qualify as independent directors in accordance with the criteria established by law (art. 148, subsection 3 of the CLF) and the Corporate Governance Code for listed companies endorsed by Borsa Italiana S.p.A. (the “Corporate Governance Code”) to which the Company has adhered.
Candidates are also advised to authorise the publication of their curriculum vitae on the Company website.
Any changes that occur up to the date of the Shareholders' meeting must be promptly notified to the Company.
Any slates presented that do not comply with the above instructions will be treated as if they had not been submitted.

Moreover, note that the Board of Directors:

• in compliance with the provisions of the Corporate Governance Code, has defined the general criteria for determining the maximum number of offices of its members. In this regard, see the specific document, which contains the relevant details, published on the Company website www.pirelli.com;
• invites Shareholders to take into account the results of the self-evaluation process for the 2019 financial year in relation to the size, composition and performance of the administrative body as set out in the Report on Corporate Governance and Ownership Structure for 2019 available on the Company website www.pirelli.com.

Furthermore, note that (i) Law no. 120 of 12 July 2011 introduced gender quotas for the composition of the corporate bodies of listed companies and (ii) Law no. 160 of 27 December 2019, effective from 1 January 2020, introduced a new regulation relative to gender quotas for the composition of listed companies’ corporate bodies, establishing that such companies must guarantee, within their Company Bylaws, that for at least six consecutive mandates two fifths of Directors and of Statutory Auditors actually elected represent the least represented gender, without prejudice to the allocation criterion of at least one fifth laid down in article 2 of Law 120/2011, for the first renewal after the first day of trading. As this is Pirelli & C. S.p.A.'s first renewal of the Board of Directors after the first day of trading on the Electronic Share Market of Borsa Italiana S.p.A., the least represented gender must therefore be ensured a quota of at least one fifth (rounded up) of the Directors to be elected.
In order to ensure gender balance, article 10 of the company Bylaws states that slates containing three or more candidates must include a number of candidates of different gender that at least satisfies the minimum required by the law and/or regulations in force at the time.
Finally, Shareholders that intend to submit slates for the appointment of members of the Board of Directors are invited to examine the relevant documentation published on the Company website www.pirelli.com and, in particular, the recommendations contained in Consob communication DEM/9017893 of 26 February 2009.

ADDITIONAL RIGHTS OF PERSONS ENTITLED TO VOTE

Bearing in mind that persons entitled to vote may only participate at the shareholders’ meeting through the Appointed Representative, the former may make individual resolution proposals pertaining to the items on the agenda by sending them to the Company via email to the certified email address assemblea@pec.pirelli.it by 3 June 2020. The Company will publish such proposals without delay on its website www.pirelli.com – if admissible under applicable laws – so that those entitled to vote may take account of them when providing voting instructions to the Appointed Representative.

INFORMATION ON SHARE CAPITAL AND SHARES WITH VOTING RIGHTS

The share capital of Pirelli & C. S.p.A. amounts to euro 1,904,374,935.66 and is divided into a total of no. 1,000,000,000 ordinary shares (all with voting rights at Shareholders’ Meeting) with no par value. As of the date hereof, the Company does not hold treasury shares.

for The Board of Directors
The Executive Vice Chairman and CEO
(Mr Marco Tronchetti Provera)

This notice of meeting is published on the Company's website www.pirelli.com on April 28, 2020.
Abstract of this notice shall also be published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on April 29, 2020 and is available at the Borsa Italiana S.p.A. and at the authorised storage mechanism eMarket Storage (emarketstorage.com).

Financial Statements at 31 December 2019

The financial statements for financial year 2019 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 02 March 2020. On that date the Board also approved the 2019 consolidated financial statements.

Considering that, following the resolutions passed by the shareholders’ meeting during 2017, the legal reserve was completed and reached the limit set by article 2430 of the Italian Civil Code, and given the decline in global economic growth prospects caused by the Covid-19 health emergency, on 3 April 2020 the Board of Directors resolved to propose to the shareholders’ meeting that the profit be carried forward in its entirety.

In this section of the website is available the Annual Report 2019, including Annual Financial Report at 31 December 2019, and related reports, the consolidated non-financial Disclosure pursuant to Legislative Decree of December 30, 2016, no. 254 (Chapter “Report on the Responsible Management of the Value Chain”) together with the relevant Report by the External Auditing Firm and the annual Report on corporate governance and share ownership (said documentation was made available to the public from 15 April 2020).

2019 Annual Report Published on: 18 June 2020, 14:30 CET

The Financial Report submitted to the Shareholders' Meeting of June 18, 2020. The Financial Report contains the same documentation published in this section of the Company's website on April 15, 2020 and here below. The Financial Report also contains the letter from the Chairman and the Executive Vice Chairman and Chief Executive Officer to Shareholders with images and design different than previously published. The Financial Report Pirelli & C. SpA included in this document was approved by the Shareholders 'Meeting on June 18, 2020. The Financial Report also contains the further documentation presented to the Shareholders' Meeting.

2019 Annual Report Published on: 15 April 2020, 16:40 CET

***

Appointment of the Board of Directors:

With the approval of the financial statements as at 31 December 2019, the Board of Directors in office, appointed by the Ordinary Shareholders’ Meeting of 1 August 2017, with effect from 31 August 2017, comes to the end of its mandate.

The Ordinary Shareholders’ Meeting is therefore invited to appoint the members of the “new” Board of Directors (up to a maximum of fifteen) and Chairman for the next three financial years, and to determine the annual remuneration of the Board of Directors.

You are reminded that, pursuant to article 10.2 of the Bylaws, the Company’s Board of Directors is appointed according to the so-called “slate voting mechanism”. For further details, see the attached report drawn up by the directors on the appointment of the Board of Directors.

Report on the appointment of the Board of Directors; Published on: 28 April 2020, 18:30 CET

Shareholders who intend to present slates for the appointment of the members of the Board of Directors are invited to view the following documentation in addition to the notice of the meeting and the relevant report prepared by the Directors.

Appointment of Directors - Documentation Published on: 28 April 2020, 18:30 CET

Credit or debit records entered in the accounts of the presenting shareholder after the presentation of the slate are not relevant for the purpose of legitimising the exercise of said right.

The slates can be submitted, in accordance with the notice of the meeting, in one of the following ways:

• by delivering them to the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25;
  (in this respect, see the contents of the “Useful References and Logistical Information”) below;
• by sending them to the Company’s certified e-mail address assemblea@pec.pirelli.it.

The Company will also make available any slates presented by publishing them in this section.

Slates submitted

Press release 26 May 2020 Published on: 26 May 2020, 09:01 CET

Documentation relating to the slates submitted:
Slate No. 1 submitted by Marco Polo International Italy S.r.l. also in the name and on behalf of Camfin S.p.A.
Slate No. 2 submitted by a group of savings’ management companies and institutional investors

Slates of candidates submitted for the appointment of the Board of Directors Published on: 28 May 2020, 12:00 CET

***

Approval of 2020 Remuneration Policy and advisory vote on the compensation paid in 2019

The 2020 Policy, approved by the Board of Directors on 2 March 2020, contains the guidelines for determining the remuneration of members of the administration bodies, General Managers and Key managers and, without prejudice to the provisions of art. 2402 of the Italian Civil Code, members of the control bodies to whom Pirelli refers for the purpose of setting the remuneration of Pirelli’s Senior Manager and Executives.

The Report on remuneration and compensation paid takes into account the resolutions passed by the Board of Directors on 3 April 2020 as part of the actions taken in response to the Covid-19 health emergency.

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

The Shareholders' Meeting is also required to express its opinion in an advisory vote on the second section (“Report on the compensation paid”) of the Report on the remuneration policy and compensation paid. For more details, please refer to the attached report prepared by the Board of Directors.

Directors report on report on remuneration policy and compensation paid Published on: 28 April 2020, 18:30 CEST

Report on Remuneration policy and compensation paid Published on: 15 April 2020, 4:40 p.m. CET

***

LTI Plan 2020-2022

At the meeting held on 19 February 2020, the Board of Directors approved (i) the closure, effective as of 31 December 2019, of the 2018-2020 Long-Term Incentive Plan, without any disbursement, even pro-quota, of the three-year incentive provided for therein and (ii) the adoption of a new three-year monetary incentive Plan for the three-year period 2020-2022 for the Management of the Pirelli Group ("LTI Plan"), related to the objectives contained in the 2020/2022 Strategic Plan presented on the same date. The LTI Plan was also approved pursuant to Article 2389 of the Italian Civil Code, on the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, in relation to the parties for whom such opinion is required. The LTI Plan is subject to the approval of the Shareholders' Meeting pursuant to Article 114- bis of Legislative Decree 58/1998 ("CLF") as it states, inter alia, that part of the incentive is determined on the basis of a relative Total Shareholder Return target, calculated with respect to an index made up of selected “Tier 1” peers in the Tyre sector.

Three-year monetary incentive plan (2020-2022) for the Pirelli Group’s management Published on: 28 April 2020, 18.30 CET

Information document on the Three-Year Incentive Plan (2020/2022) for Pirelli Group management 28 April 2020, 18:30 CET

***

The “Directors and Officers Liability Insurance” policy.

The Board of Directors proposes to the Shareholders’ Meeting to authorise the renewal of the “Directors and Officers Liability Insurance” policy according to the attached report.

Directors and Officers Liability Insurance policy Published on: 28 April 2020, 18:30 CET

***

Amendments to the bylaws

The extraordinary shareholders' meeting is called to resolve on the proposal of the Board of Directors to make some changes to the Pirelli & C. S.p.A. Bylaws, arising primarily from the need to adapt the text to the recent new rules on gender balance in the administrative and control bodies of listed companies. On this occasion, further updates and – according to the Board of Directors – improvements were also made to the text, aimed at providing greater clarity, a systematic approach and completeness to the document.

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

Amendments to the bylaws Published on: 28 April 2020, 18:30 CET

In order to minimise the risks arising from the current health emergency linked to the spread of the COVID-19 virus, the Company has decided to make use of the option, established by Law Decree no. 18 of 17 March 2020 (the “Decree”), to have those entitled to vote at the Shareholders’ Meeting do so exclusively through the Appointed Representative in accordance with article 135- undecies of Legislative Decree no. 58 of 24 February 1998 (“CLF”), without the physical participation of the entitled persons, as indicated below.

Proxy form

The Company has decided to make use of the option, established by the Decree, to have those entitled to vote at the Shareholders’ Meeting do so exclusively through the Appointed Representative. Therefore, parties entitled to vote must necessarily be represented by a proxy granted to the Appointed Representative in accordance with the procedures described below.

No other form of participation in the shareholders’ meeting is allowed for those entitled to attend.

There are no provisions for casting votes by correspondence or electronic means.

You are reminded that, under current rules, in order to prove your entitlement to attend the Shareholders’ Meeting and to vote by proxy, the intermediary is required to send a notice to the Company at the request of the relevant person.

***

Appointed Representative

As indicated in the notice, the Company has appointed Computershare S.p.A. as the entity by which the shareholders may confer proxies (the “Appointed Representative") free of charge.

The proxy to the Appointed Representative (excepts for what indicated below with respect to the proxies/sub-proxies granted according to article 135- noviesCLF, in derogation to what provided under article 135- undecies, subsection 4 of the CLF) must be received by the end of second open market day prior to the meeting (and therefore by Tuesday 16 June 2020).

The proxy with voting instructions must be granted using the electronic form available by logging in to this section of the website dedicated to the Appointed Representative. Furthermore, a hard copy of the form will be sent to those who request it in writing from the offices of the Company or Computershare S.p.A. Entitled parties are advised to use the specific application available in this section of the Company’s website to grant the proxy.

As the Company will make any slates submitted for the renewal of the Board of Directors (item two on the agenda) available to the public twenty one days prior to the Shareholders’ Meeting, an example of proxy to the Appointed Representative will be made available as of 28 May 2020. The specific application to grant proxies will also be active on the Company’s website from that date.

Proxies not granted to the Appointed Representative by means of the aforementioned application must be:

• - signed with an electronic signature that complies with current regulatory provisions (advanced, qualified or digital electronic signature) and sent from an ordinary email address to ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from a certified email address to ufficiomilano@pecserviziotitoli.it;
• - signed and sent (in PDF format) from an ordinary email address and delivered in the original to the offices of Computershare S.p.A., Via Lorenzo Mascheroni n. 19 – 20145 Milan, as soon as the measures to contain the COVID-19 outbreak issued by the relevant authorities have been lifted, previously sending a copy as an email attachment to ufficiomilano@pecserviziotitoli.it, by 16 June 2020.

***

The Appointed Representative may also be granted proxies or sub-proxies pursuant to article 135- noviesof the CLF, including as a waiver to article 135- undecies, subsection 4 of the CLF. An example of the proxy form pursuant to article 135- noviesof the CLF can be found in this section dedicated to the Appointed Representative. Entitled persons are advised to send their proxies and/or sub-proxies in accordance with the aforementioned article 135- noviesof the CLF by 12:00 in 17 June 2020 using the same procedures set out above.

***

All proxies granted to the Appointed Representative will only apply to the proposals for which the voting instructions were given. The Appointed Representative will not cast a vote at the Shareholders’ Meeting in respect of proposals for which they have not received precise voting instructions.

Proxies may also be sent to the Company in advance by email to the certified email address: assemblea@pec.pirelli.it.

The proxy and voting instructions may be revoked within the same period as above.

Proxies may be granted to the Appointed Representative using the following web app set up and directly managed by Computershare S.p.A. through which you can fill in the form to grant a proxy to the Appointed Representative with the help of a guided procedure.

***

The web app, which is accessible using the specific link contained in this section of the website, will be made available by Computershare twenty-one days before the one set for the Shareholders’ Meeting (i.e. 28 May 2020).

Link to Computershare web app

***

The Appointed Representative may also be granted sub-proxies by any proxy holders pursuant to article 135- noviesof the CLF, also as a waiver to article 135- undecies, subsection 4, of the CLF. The following form can be used to grant these proxies.

Appointed Representative Proxy Form

***

The proxy forms and voting instructions in this section of the Company's website may be supplemented to take into account of any proposed resolutions and/or voting on the items on the agenda items presented by the entitled persons before the deadline of 3 June 2020, as stated in the notice of the meeting. In this event, the forms in this section will be promptly updated.

Persons entitled to vote, before the Shareholders’ Meeting and no later than June 9, 2020, will be able to ask questions relating to the items on the agenda. Questions must be received by post at the Company’s registered office or sent by certified email to assemblea@pec.pirelli.it, or entered as a question in this section of the Company’s website.

Please be informed that, in accordance with law, the right to ask questions via this section of the website of the Company concerns only those who have the right to vote at Shareholders’ Meetings of Pirelli & C. S.p.A.

Furthermore, those claiming a right to vote at the Shareholders’ 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.

Only questions strictly related to the items on the agenda will be taken into account.

Questions will be answered by the Company by 15 June 2020 at the latest in a specific document published in this section of the website. Please remind that the Company may provide a single answer to several questions having the same topic.

Answers to questions submitted shareholder M. Bava (Italian version only) Published on: 15 June 2020, 14:00 CET

Answers to questions submitted shareholder B. Piccolo (Italian version only) Published on: 15 June 2020, 14:00 CET

Bearing in mind that persons entitled to vote may only participate at the shareholders’ meeting through the Appointed Representative, the former may make individual resolution proposals pertaining to the items on the agenda by sending them to the Company via email to the certified email address assemblea@pec.pirelli.it by 3 June 2020. The Company will publish these proposals without delay in this section of the website so that persons entitled to vote may take account of them when providing voting instructions to the Appointed Representative. The Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda as well as their completeness and compliance with the applicable legislation.

Persons entitled to vote who submit proposals in accordance with the above must demonstrate their entitlement by sending a specific communication issued by an authorised intermediary pursuant to the applicable legislation.

Link to the proposals submitted by Marco Polo International Italy Srl / Camfin S.p.A.

The share capital of Pirelli & C. S.p.A. amounts to euro 1,904,374,935.66 and is divided into a total of no. 1,000,000,000 ordinary shares (all with voting rights at Shareholders’ Meetings) with no par value. As of the date hereof, the Company does not hold treasury shares.

For further information, clarifications or requirements regarding the Shareholders’ Meeting of 18 June 2020, please write to assemblea@pec.pirelli.it or corporate.governance@pirelli.com

Please note that in view of the ongoing health emergency related to the spread of the Covid-19 virus and in compliance with the ensuing provisions issued by the relevant authorities, access to the registered office may only be gained by prior agreement, contacting the Company by email at assemblea@pec.pirelli.it

In this section of the Company’s Website, the documentation published after the Shareholders’ Meeting will be made available, in particular the press release which will be circulated at the end of the Shareholders’ Meeting, a summary report of the voting and the Shareholders’ Meeting minutes.

Shareholders’ Meeting minutes – 18 June 2020 Published on: July 02 2020, 15:30 CET

Summary report of the voting Published on: 18 June 2020, 17:30 CET

Press Release Published on: 18 June 2020, 13:01 CET

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital 1,904,374,935.66 euros fully paid up
Companies Register of Milan-Monza-Brianza-Lodi
tax code and VAT no. 00860340157

NOTICE OF SHAREHOLDERS’ MEETING

The persons entitled to vote at the general shareholders’ meeting of Pirelli & C. Società per Azioni are called to an Ordinary Shareholders’ Meeting in Milan at Viale Sarca n. 214, at 10:30 a.m. on Wednesday, May 15, 2019, in a single call, to discuss and resolve on the following

AGENDA

Along with the publication of this notice, the following documents will 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 authorized storage mechanism eMarket Storage (emarketstorage.com) and on the Company's website www.pirelli.com: 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 Consolidated Non-Financial Disclosure pursuant to Legislative Decree of December 30, 2016, n. 254 (Chapter “Report on responsible management of the value chain”) accompanied by its respective Report by the Auditing Company and the annual Report on corporate governance and structure of share ownership. On the same date and in the same way reports by Directors and proposals for resolutions relative to the remaining items on the agenda are made available to the public.
Documentation relating to the financial statements of subsidiaries and associate companies is available to the public at the registered office.

Persons entitled to vote, before the Shareholders’ Meeting and no later than May 12, 2019, 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 sent to the certified e-mail address assemblea@pec.pirelli.it, 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 and to the By-laws, Shareholders who individually, or jointly with other shareholders, represent at least one fortieth of the 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 authorized intermediary, in accordance with their accounting records, in favour of the person who has the right to vote on May 6, 2019 (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.

Appointed Representative

The Company has appointed Computershare S.p.A. as the entity by which the shareholders may confer proxies (the "Appointed 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 Appointed 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, possibly sending a copy by fax to +39 02 46776850 or attached to an e-mail sent to ufficiomilano@pecserviziotitoli.it by May 13, 2019. 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 Appointed Representative is available 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 to euros 1,904,374,935. 66 and is divided into a total of 1,000,000,000 ordinary shares (all with voting rights at Shareholders’ Meetings) with no par value. To date, the Company does not hold treasury shares.

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

Call to Shareholders’ Meeting Published on: April 4th 2019, 18:30 CET

Abstract of the notice of shareholders meeting Published on: April 4th 2019, 18:30 CET

Financial statements at 31 December 2018

The financial statements for financial year 2018 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 26 February 2019. On that date the Board also approved the 2018 consolidated financial statements.

The Board proposes to the Annual General Meeting the distribution of a dividend of euro 0,177 for each share, equal to a total dividend of euro 177 million, with a payout of 40% of consolidated net income. The dividend policy is in line with the declaration in the context of the IPO, both in terms of the payout ratio (on average 40% of consolidated net result) and in terms of timing (first dividend to be distributed in 2019 on the basis of the results for the 2018 financial year).
The dividend for the 2018 financial year will be paid as from 22 May 2019 (ex-dividend date 20 May 2019 and record date on 21 May 2019).

In this section of the website is available the Annual Report 2018, including Annual Financial Report at 31 December 2018, and related reports, the consolidated non-financial Disclosure pursuant to Legislative Decree of December 30, 2016, no. 254 (Chapter “Report on the Responsible Management of the Value Chain”) together with the relevant Report by the External Auditing Firm and the annual Report on corporate governance and share ownership.

2018 Annual Report Published on: May 15th 2019, 18:00 CET

The Financial Report submitted to the Shareholders' Meeting of May 15, 2019. The Financial Report contains the same documentation published in this section of the Company's website on April 4, 2019 and here below. The Financial Report also contains the letter from the Chairman and the Executive Vice Chairman and Chief Executive Officer to Shareholders with images and design different than previously published. The Financial Report included in this document was approved by the Shareholders 'Meeting on May 15, 2019. The Financial Report also contains the further documentation presented to the Shareholders' Meeting.

2018 Annual Report Published on: April 4th 2019, 18:30 CET

***

Appointment of a Director and of the Chairman of the Board of Directors.

On 30 July 2018, the Chairman of the Board of Directors Ren Jianxin resigned from all the offices he held in the Board of Directors of the Company, based on his announced resignations from the office of Chairman of China National Chemical Corporation – the company that indirectly controls Pirelli & C. S.p.A. – due to age limit.
On 7 August 2018, upon a proposal by the Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera, pursuant to Art. 2386 of the Italian Civil Code, with the approval of the Board of Statutory Auditors, the Board of Directors resolved upon the co-optation of Ning Gaoning as member of the Board of Directors and, subsequently, as Chairman of the Board of Directors, to replace Ren Jianxin. Ning Gaoning – who declares he does not fulfil the independence requirements in accordance with Legislative Decree 58/1998 (“Consolidated Financial Act”) and the Italian Stock Exchange Corporate Governance Code in his position as, inter alia, Chairman of China National Chemical Corporation – has been qualified by the Board of Directors as a non-executive director and has been granted with the legal representation of the Company in accordance with the Articles of Association. The Board of Directors also appointed Ning Gaoning as a member of the Appointments and Succession Committee, also to replace Ren Jianxin.
Pursuant to Art. 2386, paragraph 1 of the Italian Civil Code, the Chairmanship and Directorship of Ning Gaoning expire with this Shareholders’ Meeting (15 May 2019), which was therefore called in order to resolved upon the confirmation of the co-opted director (or the appointment of a new member of the Board of Directors) and the appointment of the Chairman of the Board of Directors.
It should be noted that, in order to adopt the required resolution of the Shareholders’ Meeting, the slate voting system set out under the Bylaws does not apply, since there is no full renewal of the Board of Directors. Therefore, as provided in Art. 10 of the Articles of Association, when appointing directors who, for whatsoever reason were not appointed under the slate voting system, the shareholders’ meeting shall vote on the basis of the majorities required by law.
The mandate of the new director will expire together with the one of those currently in office, therefore, on the date of the Shareholders’ Meeting called in order to resolve upon the approval of the Company financial statements as at 31 December 2019.

Given the above, the Board of Directors proposes to the Annual General Meeting the following decisions:

- to confirm as fifteen the number of members of the Board of Directors of Pirelli & C. S.p.A. and to confirm the appointment as member of the Board of Directors of Mr. Ning Gaoning,

and, if the Shareholders’ Meeting approves the proposal referred to above

- to appoint the member of the Board of Directors Ning Gaoning as Chairman of the Board of Directors of Pirelli & C. S.p.A.

The updated curriculum vitae of Director Ning Gaoning is available on the Company website at www.pirelli.com (Governance / Board of Directors).

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 Corporate Governance Code of the Italian Stock Exchange, which the Company has adopted.

More candidatures can also be filed in one of the following ways:

• Delivery to the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25;
• Sending to the Company’s certified e-mail address assemblea@pec.pirelli.it

Report appointment of a Director and of the Chairman of the Board of Directors Published on: April 4th 2019, 18:30 CET

***

Consultation on Group Remuneration Policy for 2019

Since 2011, the Company has adopted a remuneration policy.

The 2019 Policy, approved by the Board of Directors on 26 February 2019, contains guidelines to fix 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 Published on: April 4th 2019, 18:30 CET

Proxy form

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

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

Proxy form Published on: April 4th 2019, 18:30 CET

Please remind that, under current rules, in order to prove entitlement to the right to attend the Annual General Meeting and to vote, it is necessary for the intermediary to send a notice to the Company upon request by the relevant person.

There are no procedures for voting by post or online.

***

Appointed Representative

The proxy along with the voting instructions may be granted by means of the form available in electronic format by connecting to the Company’s website www.pirelli.com in the section dedicated to the Appointed Representative or by means of the paper form available at Computershare S.p.A.’s registered office or at the Company’s registered office.

As indicated in the notice, the Company has appointed Computershare S.p.A. as the entity to which the persons entitled to vote at the shareholders’ meeting may grant proxies free of charge ("Appointed 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 13 May 2019) using the form available both online and in hard copy at Computershare’s office (Via Lorenzo Mascheroni 19, Milan) or at the registered office of the Company.

The proxy may be granted to the Appointed Representative by using the specific application on the web and directly managed by Computershare S.p.A. through which you can fill in the form with the help of a guided procedure.

Link web Computershare

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

Proxy form for the Appointed representative Published on: April 4th 2019, 18:30 CET

***

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, Milan, by e-mail or certified e-mail (assemblea@pec.pirelli.it), or by fax on + 39 02 64424426 or by entering their question in this section of the Company's website.

Only questions strictly related to the items on the agenda will be taken into account. In order to facilitate organization of the answers, questions must be received within 12 May 2019.

Questions will be answered at the latest during the course of the shareholders’ meeting itself also by a paper document to be made available at the beginning of the meeting. Please remind that the Company may provide a single answer to several questions having the same topic. The Company also reserves the right to provide the answers in the "Questions and Answers" published in this section of the Company's website.

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

Furthermore, those claiming a right to vote at the Annual General 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.

Answers to questions submitted shareholder M. Bava (Italian version only) Published on: 14 May 2019, 20:00 CET

Answers to questions submitted shareholder Blockchain Governance Srl (Italian version only) Published on: 14 May 2019, 20:00 CET

Answers to questions submitted shareholder T. Marino (Italian version only) Published on: 14 May 2019, 20:00 CET

The share capital of Pirelli & C. S.p.A. standing at 1,904,374,935.66 euros, is divided into 1,000,000,000 ordinary shares (all of which with voting rights at Shareholders’ Meetings) with no par value. Currently, the Company does not hold treasury shares.

PRACTICAL INFORMATION

The main entrance is from Viale Sarca 214.

The entrance reserved for people with mobility disabilities, is from Via Bicocca degli Arcimboldi 3.

Interpreting service. It is possible to follow the Shareholders’ Meeting through a simultaneous interpreting service, from Italian into English. Headphones will be provided on demand at the entrance desk of the Auditorium Pirelli.

Useful contacts. For further information, explanations or needs about Shareholders’ attendance at the Shareholders’ Meeting please contact by email assemblea@pec.pirelli.it or corporate.governance@pirelli.com

In this section of the Company’s Website, the documentation published after the Shareholders’ Meeting will be made available, in particular the press release which will be circulated at the end of the Annual General Meeting, a summary report of the voting and the Annual General Meeting minutes.

Shareholders’ Meeting minutes – 15 May 2019 Published on: June 11th 2019, 17:00 CET

Summary Report of the Voting Published on: May 15th 2019, 18:00 CET

Press Release Published on: May 15th 2019, 18:00 CET

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital 1,904,374,935.66 euros fully paid up
Companies Register of Milan-Monza-Brianza-Lodi
tax code and VAT no. 00860340157

NOTICE OF SHAREHOLDERS’ MEETING

The persons entitled to vote at the general shareholders’ meeting of Pirelli & C. Società per Azioni are called to an Ordinary Shareholders’ Meeting in Milan at Viale Sarca n. 214, at 10:30 on Tuesday, May 15, 2018, in a single call, to discuss and resolve on the following

AGENDA

Along with the publication of this notice, the following documents will 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 authorized storage mechanism eMarket Storage (emarketstorage.com) and on the Company's website www.pirelli.com: 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 Consolidated Non-Financial Disclosure pursuant to Legislative Decree of December 30, 2016, n. 254 (Chapter “Report on Responsible Management of the Value Chain”) accompanied by its respective Report by the Auditing Company and the annual Report on corporate governance and structure of share ownership. On the same date and in the same way reports by Directors and proposals for resolutions relative to the remaining items on the agenda are made available to the public.



Documentation relating to the financial statements of subsidiaries and associate companies is available to the public at the registered office.

With reference to the fifth item on the agenda, we inform you that, together with the publication of the notice of call, the Information Document (drafted pursuant to Art. 84- bis of the Issuers' Regulation adopted by Consob following resolution 11971/99 ("Issuers Regulation") has also been made available to the public.

Persons entitled to vote, before the Shareholders’ Meeting and no later than May 12, 2018, 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 sent to the certified e-mail address assemblea@pec.pirelli.it, 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 and to the By-laws, Shareholders who individually, or jointly with other shareholders, represent at least one fortieth of the 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 authorized intermediary, in accordance with their accounting records, in favour of the person who has the right to vote on 4 May 2018 (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 fac-simile 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, possibly sending a copy by fax to +39 02 46776850 or attached to an e-mail sent to ufficiomilano@pecserviziotitoli.it, by May 11, 2018. 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, four 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 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 By-laws, 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. As this is the first renewal of the Board of Statutory Auditors after the date of the listing of Pirelli’s shares on the Stock Exchange (October 4, 2017), 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).

Along with these statements, each candidate’s curriculum vitae, containing their respective personal and professional data, must be submitted.

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 curriculum vitae, with a recommendation to ensure that this is updated for the date of the meeting. It is also recommended that candidates authorize publication of their curriculum 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 it by April 20, 2018. 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 April 23, 2018). 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 be made available to the public, pursuant to the current legislation, i.e. by April 24, 2018, at the Company’s headquarters, on the Company's website www.pirelli.com and at the authorized storage mechanism eMarket Storage (emarketstorage.com).

Slates presented which do not comply with the provisions of Article 16 of the By-laws, 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 to euro 1,904,374,935. 66 and is divided into a total of 1,000,000,000 ordinary shares (all with voting rights at Shareholders’ Meetings) with no par value. To date, the Company does not hold treasury shares.

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

Call to Shareholders’ Meeting Published on: March 12th 2018, 22:00 CET

Abstract of the notice of shareholders meeting Published on: March 12th 2018, 22:00 CET