ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS

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





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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. Three-year monetary incentive plan 2024-2026 for the Pirelli Group’s management. Related and consequent resolutions.
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.

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.


download icon

Notice of call Shareholders’ Meeting
Published on: 18 March 2024, 16:15 CEST

download icon

Abstract of the Notice of call Shareholders’ Meeting
Published on: 18 March 2024, 16:15 CEST


Financial Statements as at 31 December 2023

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

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

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

download icon

Annual Report 2023
Published on: 18 March 2024, 18:15 CEST

download icon

Annual Report 2023 xHTML
Published on: 18 March 2024, 18:15 CEST

download icon

Annual Report 2023 ESEF COMPLIANT REPORTING PACKAGE
Published on: 18 March 2024, 18:15 CEST

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

***

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.

download icon

Report on the appointment of the Board of Statutory Auditors
Published on: 18 March 2024, 16:15 CEST

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

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

Guidelines of the outgoing Board of Statutory Auditors on the composition of the new control body
Published on: 18 March 2024, 16:15 CEST

As well as the following additional documentation:

download icon

Appointment Board of Statutory Auditors – Reference regulation
Published on: 18 March 2024, 16:15 CEST

download icon

Sample of declaration of acceptance of candidacy
Published on: 18 March 2024, 16:15 CEST

download icon

Sample of declaration engagement with other companies or entities
Published on: 18 March 2024, 16:15 CEST

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

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

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

***

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.

download icon

Report on the appointment of the external auditor of the accounts and Justified Recommendation of the Board of Statutory Auditors
Published on: 18 March 2024, 15:00 CEST

***

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.

download icon

Directors’ report on remuneration policy for 2024 and 2023 compensation paid
Published on: 18 March 2024, 16:15 CEST

download icon

Report on remuneration policy for 2024 and 2023 compensation paid
Published on: 18 March 2024, 16:15 CEST

***

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.

download icon

Directors’ report on the 2024-2026 LTI Plan
Published on: 18 March 2024, 16:15 CEST

download icon

Information Document on the 2024-2026 LTI Plan
Published on: 18 March 2024, 16:15 CEST

The Company, pursuant to Decree-Law No. 18 of 17 March 2020, converted by Law No. 27 of 24 April 2020 (the "Decree"), the effects of which were 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.


***

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).

***

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.

download icon

Appointed Representative Proxy Form
Published on: 18 march 2024, 10:00 CEST

***

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.

***

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.

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.






Last revised: 18 Mar 2024