ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS
The Bylaws and the Regulations for Shareholders
Meetings are available in the Governance section.
12 June 2025 - Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan, Via Agnello n. 18, at the offices of Studio Notarile Marchetti, at 11.00 a.m. on Thursday, 12 June 2025, in a single call, to discuss and resolve on the following
AGENDA
- 1. Financial statements as at 31 December 2024:
- 1.1. approval of the financial statements as at 31 December 2024. Presentation of the consolidated financial statements as at 31 December 2024 and Consolidated Sustainability Reporting related to 2024 financial year;
- 1.2. proposal on the allocation of the result of the financial year and distribution of dividends;
- related and consequent resolutions.
- 2. Report on the Remuneration policy and compensation paid:
- 2.1. approval of the first section of the Report pursuant to article 123-ter, subsections 3-bis and 3-ter of Legislative Decree No. 58 of 24 February 1998;
- 2.2. resolutions related to the second section of the Report pursuant to article 123-ter, subsection 6 of Legislative Decree No. 58 of 24 February 1998.
- 3. Three-year monetary incentive plan 2025-2027 for the Pirelli Group’s management. Related and consequent resolutions.
The Company, as allowed by article 7, subsection 5, of the Company Bylaws, for the case of participation and exercise of voting rights exclusively through the Appointed Representative, has also established that participation in the Shareholders’ Meeting by entitled persons, in compliance with statutory conditions, may occur exclusively by means of telecommunications systems; Chairman, Secretary and/or Notary shall not be necessarily in the same place.
This notice of call, the Directors’ reports and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in the notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this section.
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Notice of call Shareholders’ Meeting |
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Abstract of the Notice of call Shareholders’ Meeting |
Financial Statements as at 31 December 2024
The financial statements for financial year 2024 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 28 April 2025. On that date the Board also approved the 2024 consolidated financial statements.
The Board of Directors proposes to the Shareholders’ Meeting the distribution of a dividend of euro 0.25 for each outstanding ordinary shares, for a total of euro 250 million, in accordance with the dividend policy disclosed to the market.
The dividend of the financial year 2024 will be paid as from 25 June 2025, with ex-dividend date 23 June 2025 (“record date” on 24 June 2025).
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Annual Report 2024 |
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Annual Report 2024 xHTML |
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Annual Report 2024 ESEF COMPLIANT REPORTING PACKAGE |
The Annual Financial Report as at 31 December 2024, includes the draft financial statements, the consolidated financial statements, the management report - including the Consolidated Sustainability Reporting in accordance with Legislative Decree 125/2024 - the certification pursuant to article 154-bis, subsections 5 and 5-ter, of the TUF, the annual Report on corporate governance and share ownership and the Remuneration policy and compensation paid together with the relevant reports of the Board of Statutory Auditors and the external auditing company.
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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.
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Directors’ report on remuneration policy for 2025 and 2024 compensation paid |
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Report on remuneration policy for 2025 and 2024 compensation paid |
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Three-year monetary incentive plan for the Pirelli Group’s management
On 28 April 2025, the Board of Directors of Pirelli & C. S.p.A. approved the objectives of the three-year monetary incentive plan for the 2025-2027 cycle for the Pirelli Group’s management (“2025-2027 LTI Plan”). The 2025-2027 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.
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Directors’ report on the 2025-2027 LTI Plan |
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Information Document on the 2025-2027 LTI Plan |
The Company has made use of the option, established by article 7, subsection 4, of the Company Bylaws, 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 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. In addition to proxies with voting instructions, the Appointed Representative may also be granted with proxies or sub-proxies pursuant to article 135-novies of the TUF, also in derogation from article 135-undecies, subsection 4 of the TUF, as per the below described procedures.
The proxy/sub-proxy will only have effect in relation 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/sub-proxy with voting instructions 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 Thusday 10 June 2025).
The proxy/sub-proxy with voting instructions must be granted using the form attached below or filled via the specific link that will be available below and active starting from Saturday 31 May 2025.
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Appointed Representative Proxy/Sub-proxy Form |
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..
The proxy/sub-proxy 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: 2025 Pirelli Shareholders’ Meeting);
- signed and sent (in PDF format) from a certified email address to ufficiomilano@pecserviziotitoli.it (Ref: 2025 Pirelli Shareholders’ Meeting);
- signed and sent (in PDF format) from an ordinary email address to ufficiomilano@pecserviziotitoli.it (Ref: 2025 Pirelli Shareholders’ Meeting) and the original must be sent to the offices of Computershare S.p.A., Via Lorenzo Mascheroni No. 19 – 20145 Milan (please write on the envelope: 2025 Pirelli Shareholders’ Meeting).
The proxy/sub-proxy may be revoked and it may always be re-granted in the manner and under the terms stated above.
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The form 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 form in the section will be promptly updated.
Persons entitled to vote, before the Shareholders’ Meeting and no later than 3 June 2025, will be able to ask questions relating to the items on the agenda. 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 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 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 June 2025 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.
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, within 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 resolutions 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, by law, as proposed by 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 TUF.
Bearing in mind that persons entitled to vote may only participate at the Shareholders’ Meeting through the Appointed Representative and in compliance with article 135-undecies.1, subsection 2, of the TUF, 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 28 May 2025. The Company will publish such proposals without delay and in any case within two days after the said deadline in this section of the website so that those 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 12 June 2025, please write to 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 Shareholders’ Meeting, a summary report of the voting and the Shareholders’ Meeting minutes.
12 December 2024 - Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan, Via Agnello n. 18, at the offices of Studio Notarile Marchetti, at 11:00 a.m. on Thursday, 12 December 2024, in a single call, to discuss and resolve on the following
AGENDA
- - Amendments to the Company Bylaws. Related and consequent resolutions. Granting of powers:
- a) amendment of articles 7 and 8 (Shareholders’ Meeting) pertaining to the proposal to provide 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 of Legislative Decree 58/1998;
- b) amendment of articles 11 e 12 (Management of the Company) pertaining to the proposal for introduction of the provision that the attestation on the compliance of the sustainability reporting with the rules of Legislative Decree no. 125 of 6 September 2024 may be made by a person other than the manager responsible for the preparation of the corporate financial documents.
Ordinary Session
- - Update to the Shareholders’ Meeting Regulation. Related and consequent resolutions.
This notice of call, the Directors’ reports and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this section.
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Notice of call Shareholders’ Meeting
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Extract of Shareholders’ Meeting call notice
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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.
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Report on the amendments to the Company Bylaws
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Please, find below the relevant legislative references.
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Amendments to the Bylaws – Legislative references
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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.
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Report on the update to the Shareholders’ Meeting Regulation
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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.
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.
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Appointed Representative Proxy Form
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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.
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Pirelli & C. S.p.A. – Shareholders’ Meeting 12-12-2024 - Answers to questions submitted by shareholder M. Bava (Italian version only)
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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, TUF.
Bearing in mind that persons entitled to vote may only participate at the Shareholders’ Meeting through the Appointed Representative, the said person entitled to vote 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 27 November 2024. The Company will publish these proposals without delay in any case within two days after the said deadline 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 12 December 2024, please write to 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 Shareholders’ Meeting, a summary report of the voting and the Shareholders’ Meeting minutes.
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Shareholders’ Meeting minutes – 12 December 2024
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Summary report of the voting
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Press release 12 December 2024
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28 May 2024 - Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan, Via Agnello n. 18, at the offices of Studio Notarile Marchetti, at 11.00 a.m. on Tuesday, 28 May 2024, in a single call, to discuss and resolve on the following
AGENDA
- Financial statements as at 31 December 2023:
- 1.1. approval of the financial statements as at 31 December 2023. Presentation of the consolidated financial statements as at 31 December 2023. Presentation of the Report on responsible management of the value chain related to 2023 financial year;
- 1.2. proposal on the allocation of the result of the financial year and distribution of dividends;
- related and consequent resolutions.
- Appointment of the Board of Statutory Auditors for the financial years 2024, 2025 and 2026 and determination of its remuneration:
- 2.1. appointment of standing and alternate auditors;
- 2.2. appointment of the Chairman of the Board of Statutory Auditors;
- 2.3. determination of the annual remuneration of the Board of Statutory Auditors’ members.
- Appointment of the external auditor of the accounts for the nine-year period 2026-2034 and determination of the related remuneration. Related and consequent resolutions.
- Report on the Remuneration policy and compensation paid:
- 4.1. Approval of the first section of the Report pursuant to article 123-ter, subsection 3-bis and 3-ter of Legislative Decree No. 58 of 24 February 1998;
- 4.2. Resolutions related to the second section of the Report pursuant to article 123-ter, subsection 6 of Legislative Decree No. 58 of 24 February 1998.
- Three-year monetary incentive plan 2024-2026 for the Pirelli Group’s management. Related and consequent resolutions.
This notice of call, the Directors’ reports and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this section.
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Notice of call Shareholders’ Meeting
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Abstract of the Notice of call Shareholders’ Meeting
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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).
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2023 Annual Report – Cohabiting the future
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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.
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Annual Report 2023
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Annual Report 2023 xHTML
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Annual Report 2023 ESEF COMPLIANT REPORTING PACKAGE
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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.
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Report on the appointment of the Board of Statutory Auditors
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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
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Guidelines of the outgoing Board of Statutory Auditors on the composition of the new control body
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As well as the following additional documentation:
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Appointment Board of Statutory Auditors – Reference regulation
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Sample of declaration of acceptance of candidacy
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Sample of declaration engagement with other companies or entities
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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
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Press release 4 May 2024
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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
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Slates of candidates submitted for the appointment of the Board of Statutory Auditors
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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.
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Report on the appointment of the external auditor of the accounts and Justified Recommendation of the Board of Statutory Auditors
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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.
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Directors’ report on remuneration policy for 2024 and 2023 compensation paid
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Report on remuneration policy for 2024 and 2023 compensation paid
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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.
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Directors’ report on the 2024-2026 LTI Plan
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Information Document on the 2024-2026 LTI Plan
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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.
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.
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Appointed Representative Proxy Form
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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.
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Pirelli & C. S.p.A. – Shareholders’ Meeting 28-5-2024 - Answers to questions submitted by shareholder M. Bava (Italian version only)
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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 said person entitled to vote 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 13 May 2024. The Company will publish these proposals without delay in any case within two days after the said deadline 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 28 May 2024, please write to 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 Shareholders’ Meeting, a summary report of the voting and the Shareholders’ Meeting minutes.
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Shareholders’ Meeting minutes – 28 May 2024
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Summary report of the voting
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Press release 28 May 2024
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27 July 2023 - Board of Directors
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Minutes of the Board of Directors – 27 July 2023
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Press Release
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31 July 2023 - Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan, Via Agnello n. 18, at the offices of Studio Notarile Marchetti, at 10:30 a.m. on Monday, 31 July 2023, in a single call, to discuss and resolve on the following
AGENDA
- Appointment of the Board of Directors:
- 1.1. Determination of the number of members of the Board of Directors;
- 1.2. Appointment of the Directors;
- 1.3. Appointment of the Chairman of the Board of Directors;
- 1.4. Determination of the annual remuneration of the members of the Board of Directors.
- Report on the Remuneration policy and compensation paid:
- 2.1. Approval of the first section of the Report pursuant to article 123-ter, subsection 3-bis and 3-ter of Legislative Decree No. 58 of 24 February 1998;
- 2.2. Resolutions related to the second section of the Report pursuant to article 123-ter, subsection 6 of Legislative Decree No. 58 of 24 February 1998;
- related and consequent resolutions.
- Three-year monetary incentive plan 2023-2025 for the Pirelli Group’s Management. Related and consequent resolutions.
- The “Directors and Officers Liability Insurance” policy. Related and consequent resolutions.
This notice of call, the Directors’ reports and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this section.
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Notice of call Shareholders’ Meeting
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Abstract of the Notice of call Shareholders’
Meeting
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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.
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Report on the Appointment of the Board of
Directors
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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
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Guidance on the quali-quantitative composition of the Board of Directors
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As well as the following additional documentation
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Appointment of Directors – Documentation
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Sample of declaration of acceptance of candidacy
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Sample of declaration engagement with other companies
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For further information on the decision upon the Golden Power Procedure please see the press release of 18 June 2023.
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
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Press release 7 July 2023
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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
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Slates of candidates submitted for the appointment of the Board of Directors
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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.
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Directors’ report on remuneration policy for 2023 and compensation paid in 2022
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Report on remuneration policy for 2023 and compensation paid in 2022
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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.
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Directors’ report on three-year monetary incentive plans for the Pirelli Group Management
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Information Document on the three-year monetary incentive plan 2023-2025 for Pirelli Group Management
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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.
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Directors and Officers Liability Insurance policy
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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.
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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
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Appointed Representative Proxy Form
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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.
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Pirelli & C. S.p.A. – Shareholders’ Meeting 31-7-2023 - Answers to questions submitted by shareholder M. Bava (Italian version only)
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Pirelli & C. S.p.A. – Shareholders’ Meeting 29-6-2023 - Answers to questions submitted by shareholder T. Marino (Italian version only)
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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 said person entitled to vote 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 16 July 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 31 July 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.
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Shareholders’ Meeting minutes – 31 July 2023
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Summary report of the voting
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Press release
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29 June 2023 - Annual Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan, Via Agnello n. 18, at the offices of Studio Notarile Marchetti, at 10:30 a.m. on Thursday, 29 June 2023, in a single call, to discuss and resolve on the following
AGENDA
- Financial statements as at 31 December
2022:
- 1.1. Approval of the financial statements at 31 December 2022. Presentation of the consolidated financial statements at 31 December 2022. Presentation of the Report on Responsible Management of the Value Chain for the year 2022;
- 1.2. Proposal to allocate the period result and
distribute the dividend.
related and consequent resolutions.
- 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. Related and consequent resolutions.
- Appointment of the Board of
Directors:
- 3.1 Determination of the number of members of the Board of Directors;
- 3.2 Appointment of the Directors;
- 3.3. Appointment of the Chairman of the Board of Directors;
- 3.4. Determination of the annual remuneration of the members of the Board of Directors.
- Report on the Remuneration policy and
compensation paid:
- 4.1. Approval of the first section of the Report pursuant to article 123-ter, subsection 3-bis and 3-ter of Legislative Decree No. 58 of 24 February 1998;
- 4.2. Resolutions related to the second section of the Report pursuant to article 123-ter, subsection 6 of Legislative Decree No. 58 of 24 February 1998;
- related and consequent resolutions.
- 5. Three-year monetary incentive plan 2023-2025 for the Pirelli Group’s Management. Related and consequent resolutions.
- 6. The “Directors and Officers Liability Insurance” policy. Related and consequent resolutions.
The Shareholders' Meeting will only be called upon to resolve on the appointment of the Board of Directors (and on the additional items 4, 5 and 6 on the agenda related thereto) if the postponement of item 2 on the agenda is not approved by the Shareholders' Meeting itself.
This notice of call, the Directors’ reports and all the documentation are made available, among
others, in this section of the Company’s website, according to the terms included in this
notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of
this section.
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Notice of call Shareholders’ Meeting
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Abstract of the Notice of call Shareholders’
Meeting
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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.
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2022 Annual Report - Ma(n)chine Learning
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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.
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2022 Annual Report
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2022 xHTML Annual Report
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2022 ESEF COMPLIANT REPORTING PACKAGE Annual Report
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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.
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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.
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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.
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Report on the Appointment of the Board of
Directors
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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
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Guidance on the quali-quantitative composition of
the Board of Directors
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As well as the following additional documentation
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Appointment of Directors – Documentation
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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.
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PIRELLI: NO LISTS PRESENTED FOR THE NOMINATION OF THE BOARD OF DIRECTORS
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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
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Directors’ report on remuneration policy for 2023
and compensation paid in 2022
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Report on remuneration policy for 2023 and
compensation paid in 2022
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***
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.
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Directors’ report on three-year monetary incentive
plans for the Pirelli Group Management
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Information Document on the three-year monetary
incentive plan 2023-2025 for Pirelli Group Management
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***
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.
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Directors and Officers Liability Insurance policy
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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
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Appointed Representative Proxy Form
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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.
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Pirelli & C. S.p.A. – Shareholders’ Meeting 29-6-2023 - Answers to questions submitted by shareholder M. Bava (Italian version only)
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Pirelli & C. S.p.A. – Shareholders’ Meeting 29-6-2023 - Answers to questions submitted by shareholder T. Marino (Italian version only)
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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.
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Shareholders’ Meeting minutes – 29 June 2023
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Summary report of the voting
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Press release
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11 May 2023 - Board of Directors
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Press Release 16 May 2023: available abstract of the minutes of the Board of Directors meeting held on 11 May 2023 |
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Abstract of the minutes of the Board of Directors meeting
held on 11 May 2023
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Press Release 11 May 2023
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22 June 2022 - Board of Directors
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Press Release 06 July 2022: available abstract of the minutes of the Board of Directors meeting held on 22 June 2022 |
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Abstract of the minutes of the Board of Directors meeting
held on 22 June 2022
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Press Release 22 June 2022
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18 May 2022 - Annual Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan, Via Agnello n. 18, at the offices of Studio Notarile Marchetti, at 10:30 a.m. on Wednesday, 18 May 2022, in a single call, to discuss and resolve on the following
AGENDA
- Financial statements as at 31 December
2021:
- 1.1. approval of the financial statements as at 31 December 2021. Presentation of the consolidated financial statements as at 31 December 2021. Presentation of the Report on responsible management of the value chain related to 2021 financial year;
- 1.2. proposal on the allocation of the result of the
financial year and distribution of dividends;
related and consequent resolutions.
- Remuneration policy and compensation
paid:
- 2.1. approval of the remuneration policy for 2022 financial year pursuant to article 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree 24 February 1998 n. 58;
- 2.2 advisory vote on the report on compensation paid
for 2021 financial year pursuant to article 123-ter, paragraph 6 of
Legislative Decree 24 February 1998 n. 58;
related and consequent resolutions.
- Three-year monetary incentive plans for
Pirelli Group Management:
- 3.1 approval of the monetary incentive plan for the three-year period 2022-2024 for Pirelli Group Management;
- 3.2 approval of the adjustment mechanisms of the quantification of the objectives included in the monetary incentive plans for the three-year periods 2020-2022 and 2021-2023 for Pirelli Group Management;
- related and consequent resolutions and granting of powers.
This notice of call, the Directors’ reports and all the documentation are made available, among
others, in this section of the Company’s website, according to the terms included in this
notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this
section.
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Notice of call Shareholders’ Meeting
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Abstract of the Notice of call Shareholders’ Meeting
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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.
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2021 Annual Report – A beautiful place – The art
of manufacturing
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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.
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2021 Annual Report
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2021 xHTML Annual Report
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2021 ESEF COMPLIANT REPORTING PACKAGE Annual Report
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***
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.
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Directors’ report on remuneration policy for 2022 and
compensation paid in 2021
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Report on remuneration policy for 2022 and
compensation paid in 2021
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***
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.
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Directors’ report on three-year monetary incentive
plans for the Pirelli Group Management
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Information Document on the three-year monetary
incentive plan 2022-2024 for Pirelli Group Management
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Updated Information Document on the three-year
monetary incentive plan 2021-2023 for Pirelli Group Management
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Updated Information Document on the three-year
monetary incentive plan 2020-2022 for Pirelli Group Management
|
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.
***
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.
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Appointed Representative Proxy Form
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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".
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.
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Answers to questions submitted by shareholder M. Bava
(Italian version only)
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Answers to questions submitted by shareholder
Blockchain Governance Srl (Italian version only)
|
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.
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Shareholders’ Meeting minutes – 18 May 2022
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Summary report of the voting
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Press release
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23 February 2022 - Board of Directors
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Press Release 7 March 2022: documentation available
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Abstract of the minutes of the Board of Directors meeting held
on 23 February 2022
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Press Release 23 February 2022
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15 June 2021 - Annual Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan, Via Agnello no. 18, at the offices of Studio Notarile Marchetti, at 10:00 a.m. on Tuesday, 15 June 2021, in a single call, to discuss and resolve on the following
AGENDA
- Financial statements as at 31 December
2020:
- 1.1. approval of the financial statements as at 31 December 2020. Presentation of the consolidated financial statements as at 31 December 2020. Presentation of the Report on responsible management of the value chain related to 2020 financial year;
- 1.2. proposal on the allocation of the result of the
financial year and distribution of dividends using also profits set aside in previous
years;
related and consequent resolutions.
- Appointment of a member of the Board of Directors; related and consequent resolutions.
- Appointment of the Board of Statutory Auditors
for the financial years 2021, 2022 and 2023 and determination of its remuneration:
- 3.1. appointment of standing and alternate auditors;
- 3.2. appointment of the Chairman of the Board of Statutory Auditors;
- 3.3. determination of the annual remuneration of the Board
of Statutory Auditors’ members;
related and consequent resolutions.
- Remuneration policy and compensation
paid:
- 4.1. approval of the remuneration policy for 2021 financial year pursuant to article 123-ter, paragraph 3-ter of Legislative Decree 24 February 1998 n. 58;
- 4.2. advisory vote on the report on compensation paid for
2020 financial year pursuant to article 123-ter, paragraph 6 of Legislative
Decree 24 February 1998 n. 58;
related and consequent resolutions.
- Three-year monetary incentive plans for
Pirelli’s Group management:
- 5.1. approval of the monetary incentive plan for the three-year period 2021-2023 for Pirelli’s Group management;
- 5.2. adjustment of the objective of cumulative Group Net
Cash Flow (before dividends) and normalization of potential effects on the relative
Total Shareholder Return objective included in the monetary incentive plan for the
three-year period 2020-2022 for Pirelli’s Group management;
related and consequent resolutions and conferment of powers.
This notice, the Directors’ reports, and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this section.
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, Via Agnello no. 18, at the offices of Studio Notarile Marchetti, at 10:00 a.m. on Tuesday, 15 June 2021, in a single call, to discuss and resolve on the following
AGENDA
- Financial statements as at 31 December
2020:
- 1.1. approval of the financial statements as at 31 December 2020. Presentation of the consolidated financial statements as at 31 December 2020. Presentation of the Report on responsible management of the value chain related to 2020 financial year;
- 1.2. proposal on the allocation of the result of
the financial year and distribution of dividends using also profits set aside in
previous years;
related and consequent resolutions.
- Appointment of a member of the Board of Directors; related and consequent resolutions.
- Appointment of the Board of Statutory
Auditors for the financial years 2021, 2022 and 2023 and determination of its
remuneration:
- 3.1. appointment of standing and alternate auditors;
- 3.2. appointment of the Chairman of the Board of Statutory Auditors;
- 3.3. determination of the annual remuneration of
the Board of Statutory Auditors’ members;
related and consequent resolutions.
- Remuneration policy and compensation
paid:
- 4.1. approval of the remuneration policy for 2021 financial year pursuant to article 123-ter, paragraph 3-ter of Legislative Decree 24 February 1998 n. 58;
- 4.2. advisory vote on the report on compensation
paid for 2020 financial year pursuant to article 123-ter, paragraph 6
of Legislative Decree 24 February 1998 n. 58;
related and consequent resolutions.
- Three-year monetary incentive plans for
Pirelli’s Group management:
- 5.1. approval of the monetary incentive plan for the three-year period 2021-2023 for Pirelli’s Group management;
- 5.2. adjustment of the objective of cumulative
Group Net Cash Flow (before dividends) and normalization of potential effects on
the relative Total Shareholder Return objective included in the monetary
incentive plan for the three-year period 2020-2022 for Pirelli’s Group
management;
related and consequent resolutions and conferment of powers.
OPERATING METHOD
In order to minimise the risks arising from the
current health emergency linked to the spread of the SARS-CoV-2 virus (COVID-19), the
Company has made use of the option, established by Law Decree no. 18 of 17 March 2020,
converted with amendments by Law of 24 April 2020 no. 27 and application of which has been
extended most recently with Law Decree no. 183 of 31 December 2020, converted with
amendments by Law of 26 February 2021 no. 21 (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 (“TUF”), without the physical participation of the entitled
persons, as indicated below.
Under the Decree, members of the corporate bodies and other persons authorised or
entitled to attend the Shareholders’ Meeting may do so, in compliance with the provisions of
the Bylaws, by using long distance communication devices, providing an exemption for the
Chairman, Secretary and/or Notary to be in the same place.
DOCUMENTATION
On the same date as publication of this notice of call, the Annual Financial Report (the first item on the agenda), including the draft financial statements, the consolidated financial statements, the management report and the certification pursuant to article 154-bis, paragraph 5, of the TUF, together with the reports of the Board of Statutory Auditors and the independent auditors, the Consolidated non-financial disclosure pursuant to Legislative Decree of 30 December 2016 no. 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 share ownership, are made available to the public at the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25, at Borsa Italiana S.p.A. and at the authorised storage mechanism eMarket Storage (emarketstorage.com), as well as published on the Company’s website www.pirelli.com.
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, as well as the Information Documents - prepared pursuant to article 84-bis of the Issuers’ Regulation, adopted by CONSOB with resolution 11971/99 – regarding the fifth item on the agenda.
With regard to the third item on the agenda, on
the same date and in the same way, it is also made available to the public the Document of
the outgoing Board of Statutory Auditors prepared pursuant to the rules of conduct of the
board of statutory auditors for listed companies issued by the National Council of Chartered
Accountants and Accounting Experts (“CNDCEC”) on 26 April 2018.
Documentation relating to the financial statements of subsidiaries and associate
companies is available to the public at the registered office.
RIGHT TO ASK QUESTIONS BEFORE THE SHAREHOLDERS’ MEETING
Persons entitled to vote, before the Shareholders’ Meeting and no later than 4 June 2021, 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 10 June 2021 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 Bylaws, Shareholders who individually, or jointly with other Shareholders, represent at least one fortieth of the share capital, may request, by 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 no. 25, or be sent to the certified email 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 this meeting notice, at least fifteen days before the date set for the Shareholders’ Meeting.
At the same time the notice of any further additions is published, the Company will, 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 TUF.
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 4 June 2021 (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 made 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 votes by correspondence or electronic means.
Appointed Representative
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 shall 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 by the offices of the Company or by 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 with voting instructions 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 Friday 11 June 2021).
As the Company will make any slates submitted for the renewal of the Board of Statutory Auditors (third item on the agenda) available to the public no later than twenty-one days prior to the Shareholders’ Meeting, a copy of proxy to the Appointed Representative will be made available by 25 May 2021. The specific application to grant proxies will also be active on the Company’s website from that date.
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.
The aforementioned 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 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-novies of the TUF by 12:00 on 14 June 2021 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 and voting instructions may be revoked within the same
terms as above.
Further information concerning the granting of the proxy to the Appointed Representative are
available on the Company's website www.pirelli.com
SLATE VOTING TO APPOINT THE BOARD OF STATUTORY AUDITORS
Pursuant to article 16 of the Bylaws, the appointment of standing and alternate statutory auditors shall be made on the basis of slates, in which candidates are listed by consecutive number. Four standing auditors and two alternate auditors are drawn from the slate that obtained the largest number of votes (the majority slate) the remaining standing auditor and alternate auditor are drawn from the slate that obtained the second largest number of votes (the minority slate). The first candidate on the minority slate shall be appointed as Chairman of the Board of Statutory Auditors.
Are entitled to submit slates 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, with the obligation to prove their ownership of the number of ordinary shares needed to submit slates by the deadline set out for their publication by the Company (25 May 2021). Each Shareholder may submit or participate in the submission of just one slate, and each candidate may be included in just one slate, under penalty of ineligibility.
Along with the voting slates, the Shareholders presenting them must provide information on their identity and the percentage of their total shares held in the share capital of the Company.
Shareholders, other than those who hold a relative majority, must also provide a declaration that they have no connection with the latter. Each filed slate must be accompanied by the documentation set out by article 16 of the Bylaws and the applicable law and regulations. In particular, each slate shall 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 by the applicable provisions, including regulations and the Bylaws, to hold the office. 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 – even in an annex - on the administration and control positions held with other companies and on the independence requirements. In this respect, it should be noted that – pursuant to the Corporate Governance Code to which the Company has adhered – “all members of the controlling body meet the independence requirements set out in recommendation 7 for directors” and, therefore, those entitled to vote, who intend to submit a slate, are invited to take this into consideration in identifying the candidates to be proposed. Candidates are also advised to authorize 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.
The slates are divided into two sections: one for candidates for the office of standing auditor (indicated by a consecutive number) and the other for candidates for the office of alternate auditor (indicated by a consecutive number). The first candidate in each section shall be selected from among those registered in the Register of Chartered Accountants who has worked on external audits for a period of not less than three years.
In compliance with the Bylaws and regulations in force at the time concerning gender balance, slates that, considering both sections, present a number of candidates equal to or exceeding three, must include a number of candidates of each gender that at least satisfies the minimum required by the law and/or regulations in force at the time, both in the section concerning standing auditors and the one concerning alternate auditors. In this respect, with regard to the gender quotas for the composition of the controlling bodies of listed companies, it should be noted that article 148 TUF, as amended by Law n. 16 of 27 December 2019, provides for that at least two-fifths of the standing members of the Board of Statutory Auditors shall belong to the lesser-represented gender. This allocation criterion shall apply for six consecutive mandates.
Pursuant to article 16 of the Bylaws, it is also set out that if the application of the slate voting mechanism does not obtain, considering the standing and alternate auditors separately, the minimum number of statutory auditors belonging to the lesser-represented gender envisaged by the law and/or regulations in force at the time, the candidate belonging to the most represented gender and elected, indicated with the highest sequential number of each section from the slate that obtained the largest number of votes, is replaced by the first candidate belonging to the lesser-represented gender not already elected from the same section of that slate, according to the sequential order of presentation.
By reason of the above, the Board of Directors invites the Shareholders who intend to submit a slate for the appointment of the Board of Statutory Auditors to comply with the above-mentioned provisions.
The slates of candidates - signed by the Shareholders who submit them - must be filed at the Company’s registered office or sent to the certified email address at assemblea@pec.pirelli.it at least twenty-five days before the date of the Shareholders’ Meeting and, therefore, by 21 May 2021. The slates will be made available for the public at the Company’s registered office, on the authorized storage mechanism and on the Company's website www.pirelli.com, on the section concerning the Shareholders’ Meeting, at least twenty-one days before the Shareholders’ Meeting and, therefore, by 25 May 2021.
If, by the deadline for the presentation of the slates (21 May 2021), only one slate is submitted, or only slates that are filed by shareholders deemed connected under the law and/or regulations applicable, additional slates may be submitted up to the third day after the deadline for the submission of slates. In such an event, the percentage threshold of the ordinary share capital previously required for the presentation of slates is reduced to 0.5%.
Slates submitted in breach of the provisions of article 16 of the Bylaws, or with applicable law, are deemed not to have been submitted.
Finally, Shareholders who intend to present slates for the appointment of members of the Board of Statutory Auditors are invited to examine the relevant documentation published on the Company's website at www.pirelli.com and, in particular, the recommendations contained in CONSOB communication n. DEM/9017893 of 26 February 2009, as well as the provisions concerning the maximum number of offices that may be held by components of the controlling body of listed companies.
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 same 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 31 May 2021. The Company will publish such proposals without delay and in any case by one working day 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 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 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 20 April 2021.
Abstract of this notice shall also be published in the newspapers “Il Sole 24 Ore” and
“Milano Finanza” on 21 April 2021 and is available at the Borsa Italiana S.p.A. and at
the authorised storage mechanism eMarket Storage (emarketstorage.com).
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Notice of call Shareholders’ Meeting
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Abstract of the Notice of call Shareholders’
Meeting
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Financial Statements as at 31 December 2020
The financial statements for financial year 2020 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 31 March 2021. On that date the Board also approved the 2020 consolidated financial statements.
The Board of Directors proposes to the Shareholders’ Meeting the distribution of a dividend of euro 0.08 for each outstanding ordinary shares, by means of: (i) distribution of the entire 2020 profit of euro 43,956,054.00, and (ii) distribution of a further amount of euro 36,043,946.00 to be drawn from the “Retained earnings reserve”, which after this withdrawal will remain at euro 504,040,183.00.
The dividend will be paid as from 23 June 2021, with ex-dividend date 21 June 2021 (record date on 22 June 2021).
In this section of the website is available the Annual Financial Report 2020, including the draft financial statements at 31 December 2020, and related reports, the Consolidated non-financial disclosure pursuant to Legislative Decree of 30 December 2016, no. 254 (chapter “Report on the Responsible Management of the Value Chain”) together with the relevant Report by the Auditing Company and the annual Report on corporate governance and share ownership.
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2020 Annual Report
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The Financial Report submitted to the Shareholders' Meeting of June 15, 2021. The Financial Report contains the same documentation published in this section of the Company's website on April 20, 2021 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 15, 2021. The Financial Report also contains the further documentation presented to the Shareholders' Meeting.
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2020 Annual Report
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Appointment of a member of the Board of Directors
As better described in the Directors’ Report (attached below), the Board of Directors – following the termination from the office of Angelos Papadimitriou with effect from 24 March 2021 – proposes to the Shareholders’ Meeting to confirm in fifteen the number of the members of the Board of Directors appointing Giorgio Luca Bruno as member of the Board of Directors, until the expiration of the mandate of the Directors currently in office and therefore until the date of the Shareholder's Meeting called to approve the Company financial statements closed on 31 December 2022. The curriculum vitae of Giorgio Luca Bruno is attached below.
Giorgio Luca Bruno stated the absence of cause for ineligibility and incompatibility for the office and that he does not fulfil the independence requirements in accordance with Legislative Decree 24 February 1998 n. 58 (“TUF”) and the Corporate Governance Code.
The Shareholders who wish to submit further proposals for the candidacy for the office of Board Member are invited to take into account, not only the legal provisions and the Bylaws, but also the relevant recommendations of the Corporate Governance Code, to which the Company has adhered.
The candidacy may also be submitted in one of the following ways:
- by delivering them to the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25;
- by sending them to the Company’s certified e-mail address assemblea@pec.pirelli.it
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Directors’ Report on the appointment of a Board
member
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Giorgio Luca Bruno curriculum vitae
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Appointment of the Board of Statutory Auditors for the financial years 2021, 2022 and 2023 and determination of its remuneration
With the approval of the financial statements at 31 December 2020, the Board of Statutory Auditors of Pirelli & C. S.p.A., appointed by the Shareholders’ Meeting on 15 May 2018 for the 2018-2020 period, is due to expire because its mandate has been completed.
In light of the above, the Board of Directors, in accordance and compliance with applicable legislation, including regulations, and article 16 of the Bylaws, invites the Shareholders’ Meeting to submit slates of candidates for the appointment of the members of the Board of Statutory Auditors as well as proposals on the determination of the relative compensation and to resolve on:
- the appointment of the members of the Board of Statutory Auditors (five standing Auditors and three alternate Auditors) for the financial years 2021, 2022 and 2023, by voting on any slates of candidates that are submitted;
- the appointment of the Chairman of the Board of Statutory Auditors, unless this figure cannot be identified according to the provisions of the Bylaws; and
- the determination of the compensation due to the members of the Board of Statutory Auditors.
For further details please see the Directors’ Report attached below and the relevant resolution proposals.
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Directors’ Report on the appointment of the Board
of Statutory Auditors
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Shareholders who wish to submit slates for the appointment of the Board of Statutory Auditors are invited to consider - in addition to the Notice of the meeting and the Directors’ Report on the matter - the following documentation.
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Document of the outgoing Board of Statutory
Auditors
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Reference regulation for appointing auditors
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Declaration template acceptance of the appointment
of Auditors
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The slates can be filed by the time specified in the Notice of the meeting in one of the following ways:
- - by delivering them at the Company's registered office in Milan, Viale Piero e Alberto Pirelli no. 25;
- - by sending them to the Company’s certified email address assemblea@pec.pirelli.it
Slates submitted
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Press release 22 May 2021
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Documentation relating to the slates submitted:
Slate No. 1 submitted by Marco Polo International Italy Srl
along with Camfin SpA
Slate No. 2 submitted by a group of savings’ management companies and institutional
investors
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Slates of candidates submitted for the appointment
of the Board of Statutory Auditors
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Approval of 2021 Remuneration Policy and advisory vote on the Report on compensation paid in 2020
The 2021 Policy, approved by the Board of Directors on 31 March 2021 and submitted for approval to the Shareholders’ Meeting, contains the guidelines for determining the remuneration of the Company Directors, in particular Directors holding specific offices, General Managers and KM, 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, to which Pirelli refers in defining the remuneration of Senior Manager and Executives.
The Shareholders' Meeting is also required to express its advisory vote on the Report on the compensation paid in 2020, approved by the Board of Directors on 31 March 2021, which outlines the remuneration paid in implementation of the remuneration policy adopted by the Group in 2020.
For further details please see the Directors’ Report attached below and the relevant resolution proposals.
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Directors’ Report on report on remuneration policy
and compensation paid
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Report on Remuneration policy and compensation
paid
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Three-year monetary incentive plans for Pirelli’s Group management
On 31 March 2021, the Board of Directors approved the objectives of the three-year monetary incentive Plan for the 2021-2023 cycle for the Pirelli’s management (“2021-2023 LTI Plan”), related to the targets of the 2021-2022/2025 Strategic Plan presented on the same date (“Strategic Plan”). The 2021-2023 LTI Plan was also approved pursuant to article 2389 of the Italian Civil Code, on the proposal of the Remuneration Committee and with the favorable opinion of the Board of Statutory Auditors, in relation to the persons for whom such opinion is required. The 2021-2023 LTI Plan is subject to the approval of the Shareholders’ Meeting pursuant to article 114-bis of Legislative Decree no. 58 of 24 February 1998 (“TUF”) 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.
On the same date, the Board of Directors also approved the adjustment of the cumulative Group Net Cash Flow objective (before dividends) and the normalization of potential effects on the relative Total Shareholder Return objective, included in the monetary incentive plan for the three-year period 2020-2022 for Pirelli’s Group management - already submitted for approval to the Shareholders’ Meeting on 18 June 2020 pursuant to article 114-bis of Legislative Decree no. 58 of 24 February 1998 – in order to align it with the 2020 guidance disclosed to the market on 5 August 2020 and with the targets of the 2021-2022/2025 Strategic Plan Strategic Plan for the years 2021 and 2022.
For further details please see the Directors’ Report and the relevant resolution proposals, as well as the relevant Information Documents attached below.
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Directors’ Report on three-year monetary incentive
plans for the Pirelli Group’s management
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Information document on the Three-Year Incentive
Plan 2021-2023 for Pirelli Group’s management
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Updated information document on the Three-Year Incentive
Plan 2020-2022 for Pirelli Group’s management
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In order to minimise the risks arising from the current health emergency linked to the spread of the SARS-CoV-2 virus (COVID-19), the Company has made use of the option, established by Law Decree no. 18 of 17 March 2020, converted with amendments by Law of 24 April 2020 no. 27 and application of which has been extended most recently with Law Decree no. 183 of 31 December 2020, converted with amendments by Law of 26 February 2021 no. 21 (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 (“TUF”), 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 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 at the request of the relevant person.
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Appointed Representative
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 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 11 June 2021).
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 Statutory Auditors (third item on the agenda) available to the public no later than twenty-one days prior to the Shareholders’ Meeting, a copy of proxy to the Appointed Representative will be made available by 25 May 2021. The specific application to grant proxies will also be active on the Company’s website from that date.
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.
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The aforementioned 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 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-novies of the TUF by 12:00 on 14 June 2021 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.
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.
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The web app, which is accessible using the specific link
contained in this section of the website, will be made available by Computershare fiftheen
days before the one set for the Shareholders’ Meeting (i.e. 25 May 2021).
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 as a derogation to article 135-undecies, paragraph 4, of the TUF. The following form can be used to grant these proxies.
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Appointed Representative Proxy Form
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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 presented by the entitled persons before the deadline of 31 May 2021, 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 4 June 2021, 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 10 June 2021 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.
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Answers to questions submitted by shareholder M.
Bava (Italian version only)
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Answers to questions submitted by shareholder B.
Piccolo (Italian version only)
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Answers to questions submitted by shareholder
Investimenti Sud Italia Srl (Italian version only)
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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 31 May 2021. 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 15 June 2021, 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.
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Shareholders’ Meeting minutes – 15 June 2021
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Summary report of the voting
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Press release
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24 March 2021 - Shareholders' Meeting of Pirelli & C. S.p.A
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened 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
Ordinary Session
- - Appointment of a Board Member.
Extraordinary Session
- - Authorisation for the convertibility of the equity-linked bond denominated “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025” and a divisible increase of the share capital, with the exclusion of the shareholders’ option rights, to the service of the mentioned bond, by issuing ordinary shares. Amendment to Article 5 (“Share Capital”) of the Bylaws. Related and consequent resolutions. Conferral of powers.
This notice, the Directors’ Reports, and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this section.
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
Ordinary Session
- - Appointment of a Board Member.
Extraordinary Session:
- - Authorisation for the convertibility of the equity-linked bond denominated “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025” and a divisible increase of the share capital, with the exclusion of the shareholders’ option rights, to the service of the mentioned bond, by issuing ordinary shares. Amendment to Article 5 (“Share Capital”) of the Bylaws. Related and consequent resolutions. Conferral of powers.
OPERATING METHOD
In order to minimise the risks arising from
the current health emergency linked to the spread of the SARS-CoV-2 virus (COVID-19),
the Company has made use of the option, established by Law Decree no. 18 of 17 March
2020, converted with amendments by Law of 24 April 2020 and application of which has
been extended most recently with Law Decree no. 183 of 31 December 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
(“TUF”), without the physical
participation of the entitled persons, as indicated below.
Under the Decree, members of the corporate bodies and other persons authorised or
entitled to attend the Shareholders’ Meeting may do so, in compliance with the
provisions of the Bylaws, by using long distance communication devices, providing an
exemption for the Chairman, Secretary and/or Notary to be in the same place.
DOCUMENTATION
On the same date as publication of this notice of call, the Directors’ Report containing the proposal for resolution relative to the item on the agenda of the ordinary session as well as the Directors’ Report on the item on the agenda of the extraordinary session containing the full text of the resolution proposals are made available to the public at the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25, at Borsa Italiana S.p.A. and at the authorised storage mechanism eMarket Storage (emarketstorage.com), as well as published on the Company’s website www.pirelli.com. The opinion of the auditing firm on the appropriateness of the issue price of the shares related to the capital increase will be made available in the same manner as above by 3 March 2021.
RIGHT TO ASK QUESTIONS BEFORE THE SHAREHOLDERS’ MEETING
Persons entitled to vote, before the Shareholders’ Meeting and no later than 4 June 2021, 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 21 March 2021 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 no. 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 TUF.
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 15 March
2021 (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 votes by correspondence or electronic means.
Appointed Representative
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 shall 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 with voting instructions 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
Monday 22 March 2021).
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.
The aforementioned Appointed Representative may also be granted with proxies or sub-proxies pursuant to Article 135- noviesof 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- noviesTUF 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 TUF by 12:00 in 23 March 2021 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 and voting instructions may be revoked within the same terms as above.
Further information concerning the granting of the proxy to the Appointed Representative are
available on the Company's website www.pirelli.com.
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 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 9 March 2021. 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. To date, 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 19 February 2021.
Abstract of this notice shall also be published in the newspapers “Il Sole 24 Ore” and
“Milano Finanza” on 20 February 2021 and is available at the Borsa Italiana S.p.A. and
at the authorised storage mechanism eMarket Storage (emarketstorage.com).
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Notice of call Shareholders’ Meeting
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Abstract of the Notice of call Shareholders’ Meeting
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Appointment of a Board Member
On 5 August 2020, the Board of Directors, following the resignation of Mr. Carlo Secchi from his role as Director, upon a proposal by the Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera, decided, in accordance with Article 2386 of the Italian Civil Code, with the approval of the Board of Statutory Auditors, upon the appointment for co-optation as a member of the Board of Directors of Mr. Angelos Papadimitriou.
Mr. Angelos Papadimitriou stated the absence of cause for ineligibility and incompatibility for the office and that he does not fulfil the independence requirements in accordance with Legislative Decree 58/1998 (“TUF”) and the Corporate Governance Code of Borsa Italiana.
Pursuant to Article 2386, paragraph 1 of the Italian Civil Code, the mandate of Angelos Papadimitriou expires at the Shareholders’ Meeting convened on 24 March 2021, which is therefore called to resolve upon the confirmation of the co-opted Director (or the appointment of a new member of the Board of Directors).
The appointed Director will expire at the same time as those currently in office, therefore on the date of the Shareholders’ Meeting called to resolve upon to approval of the Company financial statements as at 31 December 2022.
On the basis of the above, the Board of Directors proposes 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. Angelos Papadimitriou, who will remain in office until the date of the Shareholder's Meeting called to resolve upon the approval of the Company financial statements as at 31 December 2022.
The curriculum vitae of Angelos Papadimitriou is available on the Company website at section Governance / Board of Directors.
Shareholders who intend to present further appointment
proposals are invited to take into account, in addition to the provisions of the law and the
Bylaws, also what in this regard recommended by the Corporate Governance Code of Borsa
Italiana, to which the Company adhered.
Applications may also be submitted in one of the following ways:
- send to the registered offices of the Company in Milan, Viale Piero e Alberto Pirelli no. 25;
- send to the certified email address assemblea@pec.pirelli.it
For further details please see the Board of Directors report attached below.
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Appointment of a member of the Board of Directors
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Authorisation for the convertibility of the equity-linked bond denominated "EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025" and divisible capital increase, excluding the option right, at the service of the mentioned bond
On 14 Decembre 2020, the Board of Directors of Pirelli approved the issue of an equity-linked bond of nominal value of Euro 500 million due 22 December 2025, reserved to Institutional Investors, denominated “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025”, issued on 22 December 2020 and guaranteed by Pirelli Tyre S.p.A. The mentioned bond provides for the possibility of conversion into ordinary shares "Pirelli & C. S.p.A.", subject to the resolution of the Extraordinary Shareholders’ Meeting approving a capital increase to service the bond issue, excluding the shareholders’ option rights pursuant to Article 2441, paragraph 5 of the Italian Civil Code.
For further details about the resolution proposal please see the following documentation:
- Report of the Board of Directors pursuant to Article 2441, paragraph 6, of the Italian Civil Code, and to Article 72 of Consob Regulation no. 11971 of 14 May 1999 (“Regolamento Emittenti” or “RE”) which explains and justifies the above-mentioned capital increase proposal with the exclusion of the right of option, indicating the criteria adopted by the Board of Directors for the determination of the price of the newly issued shares.
- Opinion of the auditing firm on the appropriateness of the criteria proposed by the Pirelli Board of Directors for the determination of the issue price of the shares Pirelli & C. S.p.A.
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Directors’ Report, pursuant to Article 2441,
paragraph 6, of the Italian Civil Code and Article 72 RE
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Directors’ Report, pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 72 RE version published on 19 February 2021 available here.
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Auditing firm opinion
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For further details about the equity-linked bond please click here.
In order to minimise the risks arising from the current health emergency linked to the spread of the SARS-CoV-2 virus (COVID-19), the Company has made use of the option, established by Law Decree no. 18 of 17 March 2020, converted with amendments by Law of 24 April 2020 and application of which has been extended most recently with Law Decree no. 183 of 31 December 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 (“TUF”), 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 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.
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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- noviesTUF, 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 22 March 2021).
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.
Proxies not granted to the Appointed Representative by means of the aforementioned application must be:
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- 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.
***
The Appointed Representative may also be granted proxies or sub-proxies pursuant to Article 135- noviesof the TUF, including as a derogation to Article 135- undecies, paragraph 4 of the TUF. An example of the proxy form pursuant to Article 135- noviesof the TUF 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 TUF by 12:00 in 23 March 2021 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.
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.
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The web app, which is accessible using the specific link
contained in this section of the website, will be made available by Computershare
fifteen days before the one set for the Shareholders’ Meeting (i.e. 9 March
2021).
Link to
Computershare web app
***
The Appointed Representative may also be granted with sub-proxies by any proxy holders pursuant to Article 135- noviesof the TUF, also as a derogation to Article 135- undecies, paragraph 4, of the TUF. The following form can be used to grant these proxies.
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Appointed Representative Proxy Form |
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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 9 March 2021, 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 15 March 2021, 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 21 March 2021 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.
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 9 March 2021. 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.
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 24 March 2021, 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.
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Shareholders’ Meeting minutes – 24 March
2021 |
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Summary report of the voting |
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Press Release |
14 December 2020 - Board of Directors
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Press Release 16 December 2020: abstract of the notarial
minutes of the Board of Directors meeting held on 14 December 2020 and Notarised
statement on the Board of Directors’ resolution of 15 December 2020 available
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Notarised statement on the Board of Directors’ resolution
adopted on 14 December 2020 (15 December 2020) |
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Abstract of the notarial minutes of the Board of Directors
meeting held on 14 December 2020 |
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Press Release 14 and 15 December 2020: Launch and Pricing
Bond |
18 June 2020 - Annual Shareholders' Meeting of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan at the offices of Studio Notarile Marchetti in Via Agnello n. 18, at 10:30 a.m. on 18 June 2020, in a single call, to discuss and resolve on the following:
AGENDA
Ordinary Session
- Financial Statements at 31 December
2019:
- approval of the financial statements;
- allocation of the profits for the year.
Related and consequent resolutions.
- Appointment of the Board of Directors:
- Determination of the number of members of the Board of Directors;
- Appointment of the Directors;
- Appointment of the Chairman of the Board of Directors;
- Determination of the annual remuneration of the members of the Board of Directors.
- Report on the Remuneration policy and
compensation paid
- approval of the 2020 remuneration policy;
- advisory vote on the compensation paid in 2019.
- Three-year monetary incentive plan (2020-2022) for the Pirelli Group’s management. Related and consequent resolutions.
- The “Directors and Officers Liability Insurance” policy. Related and consequent resolutions.
Extraordinary Shareholders’ Meeting:
- - Amendment of Articles 6 (Share Capital); 9 (Shareholders’ Meeting); 10, 11, 12, 13 (Management of the Company) and 16 (Board of Statutory Auditors) of the Company Bylaws. Related and consequent resolutions.
(*) Converted with modifications by Law April 24, 2020, n. 27.
This notice, the Directors’ reports, and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
The documentation published after the Shareholders’ Meeting will be available at the foot of this section.
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
Ordinary Session
- Financial Statements at 31 December
2019:
- approval of the financial statements;
- allocation of the profits for the year.
Related and consequent resolutions.
- Appointment of the Board of
Directors:
- Determination of the number of members of the Board of Directors;
- Appointment of the Directors;
- Appointment of the Chairman of the Board of Directors;
- Determination of the annual remuneration of the members of the Board of Directors.
- Report on the Remuneration policy
and compensation paid
- approval of the 2020 remuneration policy;
- advisory vote on the compensation paid in 2019.
- Three-year monetary incentive plan (2020-2022) for the Pirelli Group’s management. Related and consequent resolutions.
- The “Directors and Officers Liability Insurance” policy. Related and consequent resolutions.
Extraordinary Session:
- - Amendment of Articles 6 (Share Capital); 9 (Shareholders’ Meeting); 10, 11, 12, 13 (Management of the Company) and 16 (Board of Statutory Auditors) of the Company Bylaws. Related and consequent resolutions.
Under the Decree, members of the corporate bodies and other persons authorised or entitled to attend the Shareholders’ Meeting may do so, in compliance with the provisions of the bylaws, by using long distance communication devices, providing an exemption for the Chairman, Secretary and/or Notary to be in the same place.
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).
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Notice of Shareholders’ Meeting
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Abstract of the notice of shareholders’ meeting
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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).
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2019 Annual Report
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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.
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2019 Annual Report
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***
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.
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Report on the appointment of the Board of Directors;
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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.
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Appointment of Directors - Documentation
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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
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Press release 26 May 2020
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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
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Slates of candidates submitted for the appointment of
the Board of Directors
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***
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.
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Directors report on report on remuneration policy and
compensation paid
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Report on Remuneration policy and compensation paid
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***
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.
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Three-year monetary incentive plan (2020-2022) for the
Pirelli Group’s management
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Information document on the Three-Year Incentive Plan
(2020/2022) for Pirelli Group management
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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.
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Directors and Officers Liability Insurance policy
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***
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.
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Amendments to the bylaws
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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).
***
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.
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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.
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Answers to questions submitted shareholder M. Bava
(Italian version only)
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Answers to questions submitted shareholder B. Piccolo
(Italian version only)
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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.
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Shareholders’ Meeting minutes – 18 June 2020
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Summary report of the voting
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Press Release
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2 March 2020 - Board of Directors
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Press Release 19 March 2020: documentation available |
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Abstract of the minutes of the Board of Directors meeting held
on 2 March 2020 |
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Press Release 2 March 2020: Bond issues |
15th May 2019 - Annual General Meeting of Shareholders of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan at Viale Sarca no. 214, at 10:30 a.m. on Wednesday, 15 May 2019, in a single call, to discuss and resolve on the following:
AGENDA
- Financial Statements as at 31 December 2018. Related and consequent resolutions.
- Appointment of a Director and of the Chairman of the Board of Directors.
- Remuneration policy: consultation.
This notice, the Directors’ reports, and all the documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
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
- Financial Statements as at 31 December 2018. Related and consequent resolutions.
- Appointment of a Director and of the Chairman of the Board of Directors.
- Remuneration policy: consultation.
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)
Abstract of this notice shall also be published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on April 5, 2019 and is available at the Italian Stock Exchange and at the authorized storage mechanism eMarket Storage (emarketstorage.com).
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Call to Shareholders’ Meeting
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Abstract of the notice of shareholders meeting
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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.
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2018 Annual Report
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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.
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2018 Annual Report
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***
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
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Report appointment of a Director and of the Chairman
of the Board of Directors
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***
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.
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Remuneration Report
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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.
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Proxy form
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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.
To grant proxy to Appointed Representative please use the following link.
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Proxy form for the Appointed representative
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***
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.
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Answers to questions submitted shareholder M. Bava
(Italian version only)
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Answers to questions submitted shareholder Blockchain
Governance Srl (Italian version only)
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Answers to questions submitted shareholder T. Marino
(Italian version only)
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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.
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Shareholders’ Meeting minutes – 15 May 2019
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Summary Report of the Voting
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Press Release
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To access documents and information relative to the past Annual General Meetings and Board of Directors Meetings relative to the previous company perimeter (before 2018), please refer to documents available in the Archive section.
22 June 2018 - Board of Directors
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Press Release 19 July 2018: documentation available |
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Abstract of the minutes of the Board of Directors meeting
held on 22 June 2018 (italian version)
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Press Release 22 June 2018: Pirelli: Board restores amount of future bond issues to 1 billion euro |
15th May 2018 - Annual General Meeting of Shareholders of Pirelli & C. S.p.A.
The Shareholders’ Meeting of Pirelli & C. Società per Azioni has been convened in Milan at Viale Sarca no. 214, at 10:30 on Tuesday, 15 May 2018, in a single call, to discuss and resolve on the following:
AGENDA
- Financial Statements as at 31 December 2017. Related and consequent resolutions;
- Appointment of a Director prior to bringing the number of members composing the Board of Directors up to 15;
- Board of Statutory Auditors:
- appointment of standing and alternate auditors;
- appointment of the Chairman;
- determination of remuneration of auditors;
- Remuneration policy: consultation;
- Three-year monetary Incentive Plan (2018/2020) for Pirelli’s Group Management. Related and consequent resolutions;
- "Directors and Officers Liability Insurance" Insurance Policy. Related and consequent resolutions.
This notice, the Directors’ reports, and the full documentation are made available, among others, in this section of the Company’s website, according to the terms included in this notice.
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
- Financial Statements as at 31 December 2017. Related and consequent resolutions;
- Appointment of a Director prior to bringing the number of members composing the Board of Directors up to 15;
- Board of Statutory Auditors:
- appointment of standing and alternate auditors;
- appointment of the Chairman;
- determination of remuneration of auditors;
- Remuneration policy: consultation;
- Three-year monetary Incentive Plan (2018/2020) for Pirelli’s Group Management. Related and consequent resolutions;
- "Directors and Officers Liability Insurance" Insurance Policy. Related and consequent resolutions.
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)
This notice of meeting is published on the Company's website www.pirelli.com on March 12, 2018.
Abstract of this notice shall also be published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on March 13, 2018 and is available at the Italian Stock Exchange and at the authorized storage mechanism eMarket Storage (emarketstorage.com).
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Call to Shareholders’ Meeting
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Abstract of the notice of shareholders meeting
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Financial statements at 31 December 2017
The financial statements for financial year 2017 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 26 February 2018. On that date the Board also approved the 2017 consolidated financial statements. In line with what is already known to the market, the Board of Directors will propose to shareholders that no dividend be distributed and carry forward the year’s entire profit.
In this section of the website, the Annual Report 2017, including Annual Financial Report at 31 December 2017, and related reports, the Consolidated Non-Financial Disclosure pursuant to Legislative Decree of December 30, 2016, n. 254 (Chapter “ Report on the 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.
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2017 Annual Report
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The Financial Report submitted to the Shareholders' Meeting of May 15, 2018. The Financial Report contains the same documentation published in this section of the Company's website on March 12, 2018 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, 2018. The Financial Report also contains the further documentation presented to the Shareholders' Meeting.
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2017 Annual Report
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Appointment of a Director prior to bringing the number of members composing the Board of Directors up to 15.
The Ordinary Shareholders’ Meeting, held on 1st August 2017, renewed Pirelli Board of Directors, setting at fourteen the number of Board Members and setting to three years their mandate, which is therefore going to expire at the meeting called upon approving the Company’s financial statement at 31 December 2019.
Concerning the maximum number of Directors, the Company’s Bylaws (Article 10.1) reads as follows: “The Company shall be managed by a Board of Directors composed of up to fifteen members who shall remain in office for three financial years and may be re-elected.”.
As per the documentation published in the context of the IPO, the current composition of the Board of Director reflects the Shareholders’ Agreements existing among the Shareholders of Marco Polo International Italy S.p.A., pursuant to which the Pirelli Board of Directors is at first made up of 14 Members, 7 of whom independent and is to be integrated with a further independent Director to be appointed by shareholders other than Marco Polo International Italy S.p.A. (the “Minorities”) at the first Pirelli Shareholders’ Meeting following the Listing.
At the above mentioned meeting held on 1 August 2017, Marco Polo International Italy S.p.A. committed to let the Minorites elect their representative in the Board during the first Shareholders’ Meeting after the IPO, before the number of Board Members is brought to 15.
It should be noted that, for the purposes of adopting the required shareholder resolutions, the voting list procedure does not apply, as this is not a case of complete re-election of the Board of Directors. Therefore, under Article 10 of the Company By-Laws, appointment of directors not made by voting slates shall be made by a legal majority at the Shareholders’ Meeting.
The terms of Directors so appointed shall expire along with those currently in office and the remuneration for their office will be in line with what is set for the other Board Members.
Finally, it should be noted that the new Director, as per the Board resolution at the 31 August 2017 Meeting, will also be appointed as a member of the Audit, Risks, Sustainability and Corporate Governance Committee and of the Remuneration Committee.
Therefore, the Board of Directors calls the Shareholders’ Meeting to approve the increase in the number of Board Members from 14 to 15 and to appoint a new Director having the requirements to be qualified as independent, as set forth in the Legislative Decree 58/1998 and the Code of Conduct of listed companies which the Company has adopted.
The Shareholders (other than Marco Polo International Italy S.p.A.) are invited to submit proposals for the appointment of the new Director in advance and well ahead of the Shareholders’ Meeting, in compliance with what set forth in the Code of Conduct, and to state, when submitting their proposal, that their candidate does not have any link with the majority shareholder.
In particular, the Board wishes that any and all candidates be made known to the public, even through the Company, and accompanied by the necessary documentation, as detailed below, at least 21 days before the Shareholders’ Meeting and therefore by 24 April 2018, so as to allow persons with voting rights in the Meeting to know the personal and professional characteristics of the candidates, consistently with the terms required for the publication of voting lists when the whole Board of Directors has to be renewed. It is understood that shareholders may submit their candidature up until the date of the Shareholders’ Meeting.
Finally, the Board invites shareholders to also take into account the proficiency and skills profiles necessary for the execution of the position of Director of Pirelli as well as the guidance regarding the maximum number of positions deemed compatible with the effective execution of the office of Director of the Company published on the Pirelli website www.pirelli.com – Governance section.
It is to be noted that the Board of Directors of Pirelli & C. S.p.A. is made up of fourteen Directors, seven of whom are in possession of the requisites of independence, both pursuant to Legislative Decree 58/1998 and pursuant to the Self-Regulatory Code of the listed companies. It should also be noted that the current composition of the Board ensures compliance with legal and statutory provisions on gender balance.
In this regard, the Board of Directors suggests to the Shareholders who shall file candidates, taking into account that the newly appointed Director will be a member of the Audit, Risks, Sustainability and Corporate Governance Committee and of the Remuneration Committee and also considering the professional skills of the directors currently appointed (skills that grant the Board of directors with a adequate and balanced composition), to choose the candidate having the knowledge and the experience, also academic, accrued on the same topic of the focus of the abovementioned committees.
The candidatures will be made known by the Company also through publication in this section.
Those shareholders who wish to submit their candidate are required to review the documentation here below:
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Memorandum as to documents relating to
appointments
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Attachment A – Declaration template acceptance of
the appointment
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For more details, please refer to the attached report prepared by the Board of Directors.
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Report for the appointment of a new Director
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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
Proposals for the candidacy for the office of member of the Board of Directors.
A group of SGRs and Institutional Investors, with letter dated 11 April 2018, proposed the
appointment of Giovanni Lo Storto as new member of the Board of Directors of the Company.
For further details, please refer to the documentation submitted to the Company
attached below, which also contains the curriculum
vitae of said candidate.
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Documentation 11 April 2018 SGRs / Institutional
Investors (Italian version only – Curricula vitae also in English version)
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Renewal of the Board of Statutory Auditors for financial years 2018/2020 from voting slates
With the approval of the financial statemnt at 31 December 2017, the Board of Statutory Auditors of Pirelli & C. S.p.A. appointed by the Shareholders’ Meeting on 14 May 2015 for the 2015-2017 period, because its mandate has been completed.
The General Meeting is therefore called, pursuant to the laws and regulations applicable and Article 16 of the Company By-Laws to:
- appoint five standing and three alternate auditors for financial years 2018/2020 through the mechanism of voting slates;
- appoint the Chairman of the Board of Statutory Auditors, or if that is not possible, to use the mechanism of the voting slate;
- decide the remuneration of the members of the Board of Statutory Auditors.
For more details, please refer to the attached report prepared by the Board of Directors.
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Appointment of Auditors
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Shareholders who wish to submit lists for the appointment of the Board of Statutory Auditors are invited to read, in addition to the notice of the meeting and the Directors’ report on the matter, the following documentation.
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File on rules for appointing auditors
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Declaration template acceptance of the nomination
of Member of the Board of Statutory Auditors
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The slates can be filed within the time specified in the notice of the meeting in one of the following ways:
- delivery at the Company's Milan office in Viale Piero e Alberto Pirelli 25;
- sending it to the certified email address assemblea@pec.pirelli.it
SLATES SUBMITTED
Documents relevant to the slates presented by the Shareholders (1) Marco Polo International Italy S.p.A. and (2) by a group of Asset Management Companies (SGRs) and Institutional Investors
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Press release 21 April 2018
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Slate 1 submitted by Marco Polo
International Italy S.p.A. (Italian version only – Curricula vitae also in
English version)
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Slate 2 submitted by a group of
SGRs and Institutional Investors (Italian version only – Curricula vitae
also in English version)
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Consultation on Group Remuneration Policy for 2018
Since 2011, the Company has adopted a General Remuneration Policy.
The 2018 Policy, approved by the Board of Directors on 26 February 2018, contains guidelines for fixing the remuneration of executive directors and management in general.
For more details, please refer to the attached report prepared by the Board of Directors together with the Policy and the proposed resolution herewith enclosed.
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Remuneration Report
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Long-Term Incentive Plan
In line with what announced on IPO, Pirelli Board of Directors approved the adoption of a new 2018-2020 three-year monetary incentive plan ("LTI Plan") for the whole Management (approximately 290 people), linked to the objectives of the 2018/2020 period included in the 2017/2020 Business Plan.
The LTI Plan was also approved pursuant to Art. 2389 of the Italian Civil Code, following proposal by the Remuneration Committee and with the favourable opinion expressed by the Board of Statutory Auditors on the subjects for whom the above-mentioned opinion is requested.
The LTI Plan, in line with the mechanisms of variable retribution adopted at the international level, is also based on the performance of Pirelli shares (Total Shareholder Return) allowing in this way the alignment of management and shareholder interests.
The LTI Plan – as in the past totally self-financed, in so far as the relative charges are included in the economic figures of the industrial plan – includes an on/off condition, represented by the company’s deleveraging (Net Financial Position/Ebitda Adjusted ratio below 2 times on 31 December 2020) and the following targets:
- Group Return on Sales (ROS), with a weight at target of 30% of the LTI premium;
- Group “absolute” Total Shareholder Return, with a weight at target of 40% of the LTI premium;
- Group “relative” Total Shareholder Return compared with a selected panel of peers, with a weight at target of 20% of the LTI premium;
- Position of Pirelli on the Dow Jones Sustainability World Index ATX Auto Components sector, with a weight at target of 10% of the LTI premium.
The LTI Plan terminates on 31 December 2020 and sets in the second quarter of 2021 the date of the eventual payment of the medium/long term incentive matured, on condition that, on 31 December 2020, the relationship as an employee of the participant has not ended.
In the part linked to Total Shareholder Return, the LTI Plan will be submitted for approval at the Shareholders’ meeting.
The LTI Plan is also aimed at retention. In the event that the employee relationship ends before the end of the 3-year period, the recipient’s ceases to participate in the LTI Plan and as a consequence the LTI premium will not be provided, not even pro-quota. In the case of Board Members holding particular roles to whom specific attributions are delegated (it is the case of the Executive Vice Chairman and Chief Executive Officer Mr. Marco Tronchetti Provera) who cease in the role because their mandate has been completed and are not subsequently nominated, not even as board members, pro-quota payment of the LTI premium is foreseen.
For further information, you may refer to the report prepared by the Board of Directors and to the information document pursuant to Article114- bis of Legislative Decree 58/1998 (Consolidated Financial Act) and Article 84-bis of the Issuers’ Regulations 11971/99 of CONSOB, both herebelow.
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Three-year monetary Incentive Plan (2018-2020) for
Pirelli Group Management
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Information document related to the three-year
(2018-2020) Incentive Plan
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Insurance policy designated "Directors and Officers Liability Insurance".
The Board of Directors proposes that the Shareholders’ Meeting give its consent to the signing of an insurance policy designated "Directors’ and Officers Liability Insurance" under the terms specified in the attached report.
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Insurance policy designated "Directors and
Officers Liability Insurance" |
Proxy form
Those who have the right to vote at the Meeting may be represented
by proxies issued in the manner prescribed by law and regulations (they can also use the
attached form duly completed and signed). The proxy may be notified to the Company at the
registered office – Milan, Viale Piero e Alberto Pirelli 25 - by post or electronically to
the following certified email address: assemblea@pec.pirelli.it.
A proxy who attends the Meeting must however prove that their copy matches the original.
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Proxy form
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Please remember that, under current rules, in order to prove entitlement to the right to attend the General Meeting and to vote, it is necessary for the intermediary to present to the Company their request from the person concerned.
There are no procedures for voting by post or online.
Appointed representative
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 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 11 May 2018) using the form available both online and in hard copy from Computershare (Via Lorenzo Mascheroni 19, Milano) or at the offices of the Company.
The proxy may be granted to the Appointed Representative by using the specific application on the Web and directly managed by Compushare S.p.A. through which you can fill in the form with the help of a guided procedure.
To grant proxy to Appointed Representative please use the following link.
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Proxy form for the Appointed representative
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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, Milano, by 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.
Consideration will be given only to questions strictly pertinent to the items on the
agenda. In order to facilitate organisation of the answers, questions must be received by 12
May 2018.
Questions will be answered at the latest during the course of the meeting itself and in
a paper document to be made available at the beginning of the meeting. Please remember that
the Company may provide a single answer to several questions having the same substance. The
Company also reserves the right to provide their answers in the "Questions and Answers"
published in this section of the Company's website.
Please be informed that, by law, the right to ask questions via this section of the website of the Company pertains only those who have the right to vote at General Meetings of Pirelli & C. S.p.A.
Furthermore, those claiming a right to vote at the Meeting must, under their own responsibility, provide their identification data and email address and also authorise the Company to process their personal data under current law.
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Answers to questions submitted shareholder M. Bava
- Italian version only
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Answers to questions submitted shareholder T.
Marino - Italian version only
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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
Interpreting service. A simultaneous interpreting service will be available from Italian into English during the proceedings of the Shareholders’ Meeting. Headphones will be provided on demand at the entrance desk of the Auditorium Pirelli.
The entrance reserved for people with mobility disabilities, is from Via Bicocca degli Arcimboldi 3.
Useful contacts. Further information or explanations about Shareholders’ attendance of the Shareholders’ Meeting can be obtained by email at 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 Meeting, a summary report of the voting and the Meeting minutes.
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Shareholders’ Meeting minutes – 15 May 2018
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Summary Report of the Voting
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Press Release
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Last revised: 6 May 2025