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Meeting of Pirelli & C. SpA Shareholders

• 2011 RESULTS APPROVED

• DISTRIBUTION OF 0.27 EURO DIVIDEND PER ORDINARY SHARE AND 0.34 EURO PER SAVINGS SHARE DECIDED

• BOARD MEMBERS MANUELA SOFFIENTINI AND GIUSEPPE VITA NOMINATED

• NEW AUDIT COMMITTEE NAMED

• REMUNERATION POLICY APPROVED

• MANAGEMENT LTI INCENTIVE PLAN APPROVED

• ‘PIRELLI SHAREHOLDERS CLUB’ LAUNCHED FOR INDIVIDUAL INVESTORS

The shareholders of Pirelli & C. SpA met today in ordinary session and approved full-year results for 2011 which ended with a consolidated net profit of 440.7 million euro and parent company net profit of 272.5 million euro. They decided the on the distribution of a dividend of 0.27 euro per ordinary share and 0.34 euro per savings share with payment on 24 May 2012 (ex-dividend 21 May 2012).

Shareholders nominated board members Manuela Soffientini (independent) and Giuseppe Vita, both already coopted.

Shareholders also nominated, via list vote, the new Audit Committee for the years 2012, 2013 and 2014. The committee is thus composed of Francesco Fallacara (who shareholders named as chairman), Antonella Carù and Enrico Laghi, as standing auditors, and Umile Sebastiano Iacovino and Andrea Lorenzatti as alternate auditors. The chairman of the new audit committee and the alternate auditor Andrea Lorenzatti were chosen from the minority list (voted for by about 22% of the capital represented at the shareholders meeting) presented by a group of fund managers and financial intermediaries, while the other nominations were chosen from the majority list (voted for by circa 78% of the capital represented at the shareholders meeting) presented by Camfin, Mediobanca, Edizione, Fondiaria-Sai, Allianz, Assicurazioni Generali, Intesa Sanpaolo, Sinpar and Massimo Moratti, members of the Pirelli & C. SpA shareholder agreement. The compensation for the standing auditors was established at 50,000 euro and for the Committee chairman at 75,000 euro.

The curricula of the new auditors are available at the company’s website (www.pirelli.com).

Shareholders also expressed themselves in favour of the Company and Group remuneration policy, as well as approving the 3-year LTI incentive plan (Long Term Incentive), decided by the Board of Directors in March following its proposal by the Remunerations Committee and destined for management. The new plan is linked to the achievement of the targets of the 2012-2014 group industrial plan, to TSR (Total Shareholders Return) and Pirelli’s position in the key sustainability rankings at the world level.

It should be noted that documentation relative to the 2011 annual results and the information document prepared for the LTI plan are available to the public at the company’s headquarters in Milan (Viale Piero e Alberto Pirelli 25) and at Borsa Italiana S.p.A., as well as being online at the company’s website www.pirelli.com.

The minutes of the shareholders’ meeting will be available to the public via the same channels by 8 June 2012.

’Pirelli Shareholders Club’ for individual investor launched

During today’s shareholders’ meeting, Pirelli also presented the “Pirelli Shareholders Club”, an initiative that is one of a number for individual investors. Through this new project Pirelli, the sixth biggest group in terms of the weight of individual investors with 16% of capital held by 70,000 shareholders, intends to bring investors closer to its world and products. By enrolling in the Club, in fact, shareholders will receive not only all the information needed to know the company, but also gain access to exclusive prizes linked to Pirelli’s world, like sporting, cultural and lifestyle events.

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PIRELLI & C SpA BOARD APPROVES RESULTS FOR 3 MONTHS ENDED 31 MARCH 2012: IMPROVEMENT IN ALL ECONOMIC INDICATORS AND FURTHER GROWTH IN PROFITABILITY

PIRELLI & C. SPA

  • REVENUES 1,556.5 MILLION EURO, +11.1% COMPARED WITH 1,400.9 MILLION EURO ON 31 MARCH 2011

  • OPERATING RESULT (EBIT) AFTER RESTRUCTURING CHARGES 209.4 MILLIONI  EURO (+46.1% COMPARED WITH 143.3 MILLION EURO ON 31 MARCH 2011)

  • EBIT MARGIN ON 31 MARCH 2012 AT 13.5% COMPARED WITH 10.2% FOR THE SAME PERIOD IN 2011

  • CONSOLIDATED NET PROFIT 125.3 MILLION EURO, AN INCREASE OF 54% COMPARED WITH 81.4 MILLION EURO AT END MARCH 2011

  • ATTRIBUTABLE CONSOLIDATED NET PROFIT 122.9 MILLION EURO, AN INCREASE OF 48.4% COMPARED WITH THE PRIOR 82.8 MILLION EURO

  • NET FINANCIAL POSITION NEGATIVE 1,305 MILLION EURO, AN INCREASE FROM NEGATIVE 737.1 MILLION EURO AT END DECEMBER 2011

TYRE BUSINESS

  • REVENUES 1,542.6 MILLION EURO, +11.4% COMPARED  WITH 1,384.5 MILLION EURO ON 31 MARCH 2011

  • PREMIUM REVENUES 584.4 MILLION EURO, +29.2% FROM 31 MARCH 2011

  • OPERATING RESULT (EBIT) AFTER RESTRUCTURING CHARGES 215.2 MILLION EURO, +41.2% COMPARED WITH 152.4 MILLION EURO ON 31 MARCH 2011

  • EBIT MARGIN ON 31 MARCH 2012 GREW TO RECORD LEVEL OF 14% COMPARED WITH 11% IN THE SAME PERIOD OF 2011

2012 TARGETS

•        REVENUE TARGET REVISED TO APPROXIMATELY 6.45 BILLION EURO, AN INCREASE OF 14% COMPARED WITH 2011 (PREVIOUS TARGET: ~6.6 BILLION EURO, UP 17%)

•        EBIT FORECAST: AT LEAST 800 MILLION EURO, MARGIN ABOVE 12% (PREVIOUS ESTIMATE: MARGIN ABOVE OR EQUAL TO 12%)

•        INVESTMENT TARGET LOWERED TO APPROXIMATELY 500 MILLION EURO (PREVIOUS ESTIMATE: APPROXIMATELY 560 MILLION EURO)

•        NET FINANCIAL POSITION TARGET CONFIRMED NEGATIVE AT BELOW 1 BILLION EURO BEFORE DIVIDENDS

***

ORGANIZATIONAL MODEL RE-DEFINED. INTRODUCES ROLES OF CTO (CHIEF TECHNICAL OFFICER) AND CCO (CHIEF COMMERCIAL OFFICER) REPORTING TO THE CHAIRMAN AND CEO

***

The Board of Directors of Pirelli & C. SpA today reviewed and approved intermediate results for the 3 months ended 31 March 2012.

The continual strengthening of production in rapidly growing economies and the focus on the Premium segment, which as well as being the most profitable segment is also the tyre market’s fastest growing, enabled Pirelli to end the first quarter of 2012 with further improvements in key economic indicators and profitability, notwithstanding the persistent macro-economic slowdown, particularly in Western economies.

Consolidated revenues on 31 March 2012 totaled 1,556.5 million euro, an increase of 11.1% compared with 1,400.9 million euro in first quarter 2011. The consolidated operating result after restructuring charges was 209.4 million euro, with an increase of 46.1% compared with 143.3 million euro in first quarter 2011 and saw the margin on revenues rise by over three percentage points to 13.5% compared with 10.2% in the same period of 2011. The net result was 125.3 million euro, an increase of 54% from 81.4 million euro in first quarter 2011.

The consolidated net financial position was negative 1,305.0 million euro compared with 737.1 million at end 2011 (negative 712.8 million euro on 31 March 2011), reflecting a normal seasonal variation in the business working capital, as well as payment, of 154.5 million euro, for the acquisition of the Russian plants in Kirov and Voronezh.

For the Tyre activities, which represent almost all (99%) group sales, the quarter registered a further increase in sales (+11.4% to 1,542.6 million euro) and a further increase in profitability which reached the record level of 14% compared with 11% in the same period of 2011. In a market context discounting the global economic slowdown, these results were achieved thanks to the continual improvement of the sales mix – increasingly focused on Premium products – and the ability to use the price lever to offset increases in the cost of raw materials, which in the quarter had an impact of approximately 85 million euro, as well as constant improvement in efficiencies, which totaled 26 million euro in the period.

With regard to the Premium segment, in particular, in the first quarter of 2012 revenues grew 29.2% compared with the same period a year earlier in 2011 to 584.4 million euro, and in the Car business represented 52.6% of the total, with an increase of over five percentage points compared with 47.4% in the same period of 2011.

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The Shareholders' meeting approves 2009 financial statements

PIRELLI & C. SPA SHAREHOLDERS’ MEETING:

  • 2009 FINANCIAL STATEMENTS APPROVED
  • DIVIDEND DISTRIBUTION OF 0.0145 EUROS PER ORDINARY SHARE AND 0.0406 EUROS PER SAVINGS SHARE APPROVED
    • THRESHOLD FOR PRESENTATION OF LISTS FOR BOARD OF STATUTORY AUDITORS REDUCED TO 1.5% OF SHARE CAPITAL

    Milan, 21 April 2010 The Shareholders of Pirelli & C. SpA met today in an ordinary and an extraordinary session.

    In the ordinary session, the Shareholders’ meeting approved the 2009 financial statements, resolving upon distribution of a dividend of 0.0145 euros per ordinary share and 0.0406 euros per savings share. The dividend per share attributed to savings shares includes the 2009 dividend (0.0203 euros) and, as foreseen by the By-laws, what was not assigned for the 2008 fiscal year (0.0203 euros). The payment date will be 27 May 2010 (coupon 24 May 2010).

    The Shareholders’ meeting, in its extraordinary session, resolved to reduce to 1.5% of share capital the threshold foreseen by the By-laws for presentation of lists for renewal of the Board of Statutory Auditors. The threshold approved is lower than the one established by Consob for this year (2% of capital), confirming the importance the Company gives to the real possibility of participation in corporate governance bodies by minority shareholders.

    In line with certain laws recently approved, the Shareholders’ meeting also voted to introduce into the By-laws the possibility for the Company to call the shareholders’ meetings approving the financial statements within 180 days of the end of the fiscal year, in lieu of the current 120 days.

    §

    The annual financial report of Pirelli & C. SpA including the Company’s balance sheet and the consolidated balance sheet as of 31 December 2009, as well as further documentation foreseen by laws in force, is available to the public, at the headquarters in Milan, Viale Piero e Alberto Pirelli 25, and at Borsa Italiana SpA. The Sustainability report and the corporate governance report and ownership structure for 2009 have been published together with the afore-mentioned documents. This same documentation is available on the website www.pirelli.com.

    Minutes of the meeting will be made available to the public with the same means within the deadline established by governing laws and regulations.

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