ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS

The Bylaws and the Regulations for Shareholders Meetings are available in the Governance section.





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

  1. Financial Statements at 31 December 2019:
    • approval of the financial statements;
    • allocation of the profits for the year.

    Related and consequent resolutions.

  2. 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.
  3. Report on the Remuneration policy and compensation paid
    • approval of the 2020 remuneration policy;
    • advisory vote on the compensation paid in 2019.
  4. Three-year monetary incentive plan (2020-2022) for the Pirelli Group’s management. Related and consequent resolutions.
  5. 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.
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, 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, without the physical participation of the entitled persons, as indicated in the notice of the meeting.
(*) 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

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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

  1. Financial Statements at 31 December 2019:
    • approval of the financial statements;
    • allocation of the profits for the year.

    Related and consequent resolutions.

  2. 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.
  3. Report on the Remuneration policy and compensation paid
    • approval of the 2020 remuneration policy;
    • advisory vote on the compensation paid in 2019.
  4. Three-year monetary incentive plan (2020-2022) for the Pirelli Group’s management. Related and consequent resolutions.
  5. 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.
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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.
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.
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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.

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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.

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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.
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The aforementioned Appointed Representative may also be granted proxies or sub-delegations pursuant to article 135-novies of 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-novies CLF 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 CLF by 12:00 in 17 June 2020 using the same procedures set out above.

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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
Published on: 28 April 2020, 18:30 CET

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Abstract of the notice of shareholders’ meeting
Published on: 28 April 2020, 18:30 CET


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
Published on: 15 April 2020, 16:40 CET


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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;
Published on: 28 April 2020, 18:30 CET

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

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

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

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

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

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

Slates submitted

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

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

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

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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
Published on: 28 April 2020, 18:30 CEST

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

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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
Published on: 28 April 2020, 18.30 CET

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

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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
Published on: 28 April 2020, 18:30 CET

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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
Published on: 28 April 2020, 18:30 CET

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

Proxy form

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

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

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

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


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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-novies CLF, 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.

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The Appointed Representative may also be granted proxies or sub-proxies pursuant to article 135-novies of 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-novies of 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-novies of the CLF by 12:00 in 17 June 2020 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 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.

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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 twenty-one days before the one set for the Shareholders’ Meeting (i.e. 28 May 2020).

Link to Computershare web app

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The Appointed Representative may also be granted sub-proxies by any proxy holders pursuant to article 135-novies of 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

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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 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.

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.

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.



Last revised: 28 Apr 2020