15 February 2016 - MEETING OF HOLDERS OF ORDINARY SHARES

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At the 23 November 2015 Marco Polo Industrial Holding S.p.A. is the sole holder of ordinary shares with voting rights in the meeting.


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The Ordinary and extraordinary meeting of shareholders of Pirelli & C. Società per Azioni are called in Milan, Viale Sarca 214, at 11.00 a.m. on Monday, 15 February 2016, in a single call, to discuss and resolve on the following

AGENDA

Ordinary part

Appointment of seven members of the Board of Directors. Related and consequent resolutions.


Extraordinary part

  1. Mandatory conversion of savings shares into new delisted non-voting shares; related and consequent resolutions.
  2. Adoption of a new text of By-Laws consequent to the delisting of the ordinary shares and to the mandatory conversion of savings shares into new delisted non-voting shares; related and consequent resolutions.
  3. Approval of the merger plan between Pirelli & C. S.p.A. and its parent company Marco Polo Industrial Holding S.p.A.; related and consequent resolutions; delegation of powers.

Notice of the meeting, the reports of the Directors and the full documentation have been made available in this section of the Company's website within the period given in the meeting notice.

The documentation published after the Meeting is also available below.



Notice of the meeting

Pirelli & C. Società per Azioni
Milan - Viale Piero e Alberto Pirelli 25
Share capital Euro 1,345,380,534.66 fully paid up
Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING

The sole holder of ordinary shares is hereby given notice of the ordinary and extraordinary meeting of shareholders to be in Milan at Viale Sarca no. 214, at 11:00 a.m. on Monday, 15 February 2016, in a single call, to discuss and resolve on the following


Agenda

Ordinary part

Appointment of seven members of the Board of Directors. Related and consequent resolutions.


Extraordinary part

  1. Mandatory conversion of savings shares into new delisted non-voting shares; related and consequent resolutions.
  2. Adoption of a new text of By-Laws consequent to the delisting of the ordinary shares and to the mandatory conversion of savings shares into new delisted non-voting shares; related and consequent resolutions.
  3. Approval of the merger plan between Pirelli & C. S.p.A. and its parent company Marco Polo Industrial Holding S.p.A.; related and consequent resolutions; delegation of powers.

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Under the terms and provisions of law, there shall be made available to the public at the Company’s Milan headquarters at Viale Piero e Alberto Pirelli 25, at the Italian Stock Exchange, and through the authorized storage mechanism “NIS–Storage” (www.emarketstorage.com) and on the Company's website www.pirelli.com, the Directors’ reports and the proposed resolutions pertaining all the items on the agenda.

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Persons entitled to vote, before the meeting and no later than 12 February 2016, 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 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.

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Further information concerning:
     - additions to the agenda and presentation of new draft resolution
     - right to participate in the meeting and proxy voting
are published 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 to1,345,380,534.66 euro, and is divided into a total of 487,991,493 shares with no par value, of which 475,740,182 (1,311,603,971.79 euro) are ordinary shares and 12,251,311 are savings shares (33,776,562.87 euro). In an ordinary and/or extraordinary Shareholders’ Meeting only the ordinary shares have voting rights. As of today, the Company holds 351,590 ordinary treasury shares, for which the voting rights have been suspended.



Milan, 23 November 2015

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 23 November 2015.
An extract of the notice is already published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on 24 November 2015 and is available at the Italian Stock Exchange and at the authorised storage mechanism “NIS–Storage” (www.emarketstorage.com).

Extract of the Notice of the meeting

Press Release 23 November 2015

Documentation

Documentation made available to the public at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, at Borsa Italiana S.p.A. and the authorised storage mechanism “NIS–Storage” (www.emarketstorage.com) as well as being published on the Company website  www.pirelli.com.





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Appointment of seven members of the Board of Directors



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Mandatory conversion of savings shares into new delisted non-voting shares

Adoption of a new text of By-Laws consequent to the delisting of the ordinary shares and to the mandatory conversion of savings shares into new delisted non-voting shares

The Extraordinary Shareholders' Meeting is called upon to resolve concerning:

  • - proposal of mandatory conversion of Pirelli & C. S.p.A. savings shares into a special class of newly issued shares, and
  • - proposal of adoption of a new By-Laws consequent to the delisting of ordinary shares and to the abovementioned mandatory conversion of the savings shares;

all as set out in the report prepared by the Board of Directors attached below.



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Approval of the merger plan between Pirelli & C. S.p.A. and its parent company Marco Polo Industrial Holding S.p.A.



(*) in the terms of articles 2501-bis, paragraph 4, and 2501-sexies of the Civil Code, they jointly requested and obtained appointment of a common expert from the Court of Milan (The “Common Expert”), with the task, inter alia, of certifying the reasonableness of the indications contained in the project for Merger of the financial resources foreseen for meeting the obligations of the company resulting from the Merger. By an order filed on 27 November 2105 the Court of Milan appointed KPMG S.p.a., a company subject to oversight by Consob, as Common Expert.




Reports of the Board of Directors of Pirelli & C. S.p.A. and Marco Polo Industrial Holding S.p.A. and proposal of resolution








Further documentation in the terms of art. 2501-septies of the Civil Code


Pirelli & C. S.p.A.




Marco Polo Industrial Holding S.p.A. (*)



(*) Marco Polo Industrial Holding S.p.A. has not yet closed any financial statements as it was constituted during 2015


 

Right to participate in the meeting and proxy voting


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.


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


As indicated in the notice, the Company has appointed Computershare S.p.A. (formerly Servizio Titoli S.p.A.) as the entity to which the persons entitled to vote at the meeting may grant proxies free of charge ("Designated 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  using the form available in hard copy from Computershare (Via Lorenzo Mascheroni 19, Milano) or at the offices of the Company.

 

 

Questions on the items on the agenda

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, by post or by fax on + 39 02 64424426 or by entering their question in this section of the Company's website..

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.


Enter your question

Information on share capital

The share capital of Pirelli & C. S.p.A. share capital of Pirelli & C. S.p.A., standing at 1,345,380,534.66 euros, is divided into 487,991,493 shares without nominal value, of which 475,740,182 (1,311,603,971.79 euros) are ordinary shares and 12,251,311 (33,776,562.87 euros) are savings shares.

At ordinary and/or extraordinary meetings of the shareholders only ordinary shares carry voting rights.

At present, the Company holds no. 351,590 ordinary shares as treasury shares. The respective voting rights are suspended.

Last revised: 12 Gen 2016