ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS

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





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

  1. Financial Statements as at 31 December 2018. Related and consequent resolutions.
  2. Appointment of a Director and of the Chairman of the Board of Directors.
  3. 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

  1. Financial Statements as at 31 December 2018. Related and consequent resolutions.
  2. Appointment of a Director and of the Chairman of the Board of Directors.
  3. 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)

This notice of meeting is published on the Company's website www.pirelli.com on April 4, 2019.
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).
download icon

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

download icon

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


Financial statements at 31 December 2018

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

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

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

download icon

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

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

download icon

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


***

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

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

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

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

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

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

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

Shareholders who wish to submit proposals for appointment are also invited to take into account not only the legal and statutory provisions, but also the recommendations in the Corporate Governance Code of the Italian Stock Exchange, which the Company has adopted.

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

  • Delivery to the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25;
  • Sending to the Company’s certified e-mail address assemblea@pec.pirelli.it
For more details, please refer to the attached report prepared by the Board of Directors.

download icon

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

***

Consultation on Group Remuneration Policy for 2019

Since 2011, the Company has adopted a remuneration policy.

The 2019 Policy, approved by the Board of Directors on 26 February 2019, contains guidelines to fix the remuneration of executive directors and management in general.

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

download icon

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


Proxy form

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

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

download icon

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

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

There are no procedures for voting by post or online.


***

Appointed Representative

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

As indicated in the notice, the Company has appointed Computershare S.p.A. as the entity to which the persons entitled to vote at the shareholders’ meeting may grant proxies free of charge ("Appointed Representative").

The proxy with voting instructions may be granted by the end of the second trading day prior to the date set for the meeting (i.e. by 13 May 2019) using the form available both online and in hard copy at Computershare’s office (Via Lorenzo Mascheroni 19, Milan) or at the registered office of the Company.

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

Link web Computershare

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

download icon

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


***

Persons entitled to vote are entitled to ask questions concerning items on the agenda before the meeting by sending a letter to Pirelli & C. S.p.A., Viale Piero e Alberto Pirelli 25, Milan, by e-mail or certified e-mail (assemblea@pec.pirelli.it), or by fax on + 39 02 64424426 or by entering their question in this section of the Company's website.

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

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

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

Furthermore, those claiming a right to vote at the Annual General Meeting must, under their own responsibility, provide their identification data and email address and also authorise the Company to process their personal data under current law.

download icon

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

download icon

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

download icon

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

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

PRACTICAL INFORMATION

The main entrance is from Viale Sarca 214.

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

Auditorium

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.

download icon

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

download icon

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

download icon

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



Last revised: 11 Jun 2019