14th May 2015 - Annual General Meeting of Shareholders

The Annual General Meeting of the ordinary shareholders of Pirelli & C. Società per Azioni are called in Milan, Viale Sarca 214, at 14:30 on Thursday, 14 May 2015, in a single call, to discuss and resolve on the following items:

AGENDA

  1. Financial Statements as at 31 December 2014. Related and consequent resolutions.
  2. Appointment of six members of the Board of Directors. Related and consequent resolutions.
  3. Board of Statutory Auditors:
    • appointment of standing and alternate auditors;
    • appointment of the Chairman;
    • determination of remuneration of auditors.
  4. Remuneration policy: consultation.
  5. Insurance policy designated "Directors and Officers Liability Insurance". Related and consequent resolutions.
  6. Purchase and disposal of treasury shares. Related and consequent resolutions.

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.

In the end of this section there will also be made available the documentation published after the General Meeting, including the minutes of the meeting and a summary of the voting.



Notice of the meeting

PIRELLI & C.
Società per Azioni
Registered office at Milan - Viale Piero e Alberto Pirelli n. 25
Share capital 1,345,380,534.66 euros fully paid up
Companies Register of Milan, tax code and VAT no. 00860340157

NOTICE OF SHAREHOLDERS’ MEETING

The persons entitled to vote in the general meeting of ordinary shareholders of Pirelli & C. Società per Azioni are called to an Ordinary Shareholders’ Meeting in Milan at Viale Sarca no. 214, at 14:30 on Thursday, 14 May 2015, in a single call, to discuss and resolve on the following


AGENDA

  1. Financial Statements as at 31 December 2014. Related and consequent resolutions.
  2. Appointment of six members of the Board of Directors. Related and consequent resolutions.
  3. Board of Statutory Auditors:
    • appointment of standing and alternate auditors;
    • appointment of the Chairman;
    • determination of remuneration of auditors.
  4. Remuneration policy: consultation.
  5. Insurance policy designated "Directors and Officers Liability Insurance". Related and consequent resolutions.
  6. Purchase and disposal of treasury shares. Related and consequent resolutions.

***

Concurrently with the publication of this notice, 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, on the authorised storage mechanism "1Info" (www.1info.it) and on the Company's website www.pirelli.com, the Directors’ reports and the proposed resolutions pertaining to the second item on the agenda (inclusion in the Board of Directors), the third item on the agenda (renewal of the Board of Statutory Auditors), the fifth item on the agenda (D&O Insurance Policy), and the sixth item on the agenda (purchase and disposal of treasury shares).

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 annual Report on corporate governance and structure of share ownership, and the Sustainability Report, will all be made available to the public in the same way by 21 April 2015 together with the report on the remuneration policy consultation (fourth item on the agenda).

Documentation relating to the financial statements of subsidiaries and associates will be available to the public at the registered office by 21 April 2015.

***

Persons entitled to vote, before the meeting and no later than 11 May 2015, 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.

***


ADDITIONS TO THE AGENDA AND PRESENTATION OF NEW DRAFT RESOLUTIONS

Pursuant to the law, Shareholders who individually, or jointly with other shareholders, represent at least one fortieth of the ordinary 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 authorised intermediary, in accordance with their accounting records, in favour of the person who has the right to vote on 5 May 2015 (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.

Designated Representative
The Company has appointed Computershare S.p.A. as the entity by which the shareholders may confer proxies (the "Designated 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 Designated 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. Any copy must be accompanied with a declaration of conformity sent by fax to +39 02 46776850 or attached to an e-mail sent to ufficiomilano@pecserviziotitoli.it by 12 May 2015. 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 Designated Representative is available on the Company's website www.pirelli.com.


SLATE VOTING FOR APPOINTING THE BOARD OF STATUTORY AUDITORS

The appointing of the standing and alternate auditors will be made by means of slate voting, pursuant to Article 16 of the Articles of Association, and applicable rules and regulations. From the slate that receives the majority of votes cast by Shareholders, two standing and two alternate auditors will be elected; the remaining standing auditor and alternate auditor will be taken from the other slates (the minority slates). The Chairmanship of the Board of Statutory Auditors will go to the first candidate on the minority slate.

Entitled to submit voting slates are those Shareholders who, alone or together with other shareholders, represent at least 1% of the share capital entitled to vote at an ordinary shareholders’ meeting. Each Shareholder may submit or participate in the presentation of only one slate, and each candidate may appear on only one slate, under penalty of ineligibility.

Along with the voting slates, the Shareholders presenting them must present information on their identity and the percentage of their total shareholding in the ordinary share capital of the Company. Ownership of the total shareholding held may be attested, under the current regulatory provisions, even after presentation of the voting slates, so long as it is more than 21 days before the date of the meeting.

Shareholders, other than those who hold a relative majority, must also provide a declaration that they have no connection with the latter.

The slates are divided into two sections: one for candidates for the office of standing auditor (numbered in order) and the other for candidates for the position of alternate auditor (numbered in order). The first candidate in each section must be selected from among those registered in the Register of Statutory Auditors who have carried out statutory audits for a period of not less than three years.

In compliance with the Articles of Association, and regulations in force concerning gender equality, slates that, in both sections, have three or more candidates, must include candidates of different genders in both the section for the standing auditors and that for alternate auditors. Since this is the first renewal of the Board of Statutory Auditors after the entry into force of Law 120 of 12 July 2011 (which introduced gender quotas for the composition of the administrative and control organs of listed companies), the share of the lesser represented gender must be equal to at least a fifth of the elected auditors.

By reason of the above, the Board of Directors invites the shareholders intending to present slates for electing members of the Board of Statutory Auditors to comply with the abovementioned provisions, recommending in this regard that the top two candidates in each section of the slate be of a different gender.

With each slate declarations must be submitted in which the candidates accept their candidature and, at their own responsibility, declare the absence of reasons for their ineligibility and their fulfilment of the requirements for the office prescribed by laws, regulations and the Articles of Association. Each candidate must also declare their suitability to qualify as independent, according to the criteria adopted by the Company (Code of Conduct for Listed Companies).

With these statements there must also be submission of the personal and professional curricula vitae of each candidate.

Given that, pursuant to the final paragraph of Article 2400 of the Civil Code, at the time of appointment, and before accepting it, anyone elected as an auditor must disclose to the Shareholders’ Meeting any positions of administration and control they may hold in other companies, taking into account the provisions of Article 148-bis of the CFA, and the candidates are invited to provide a specific statement to that effect as part of their curricula vitae, with a recommendation to ensure that this is updated for the date of the meeting. It is also recommended that candidates authorise publication of their curricula vitae on the Company's website.

The slates of candidates, signed by those who present them, along with the supporting documentation, must be submitted to the Company’s registered office or sent to the certified email address at assemblea@pec.pirelli.it by 19 April 2015. If, within this period, only one slate is presented, or only slates that are connected under the laws and regulations applicable, additional slates may be submitted within the following three days (i.e. by 22 April 2015). In such an event, the percentage threshold of 1% of the ordinary share capital previously indicated for the presentation of slates is reduced to 0.5%.

The slates of candidates submitted by Shareholders, together with the information required by applicable regulations, will, in terms of the current legislation, be made available to the public at the Company’s headquarters, at the Italian Stock Exchange, on the Company's website www. pirelli.com and at the storage mechanism 1Info.

Slates presented which do not comply with the provisions of Article 16 of the Articles of Assocation,or with applicable law, will be disregarded.

Finally, we invite Shareholders who intend to present slates for the election of members of the Board of Statutory Auditors to read the appropriate documentation published on the Company's website at www.pirelli.com and, in particular, the recommendations contained in Consob communication DEM/9017893 of 26 February 2009.

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.



On behalf of the Board of Directors

Chairman and CEO

(Mr. Marco Tronchetti Provera)



This notice of meeting is published on the Company's website www.pirelli.com on 2 April 2015.
The notice shall also be published in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on 3 April 2015 and is available at the Italian Stock Exchange and at the authorised storage mechanism 1Info (www.1info.it).

Documentation


Financial statements at 31 December 2014


The financial statements for financial 2014 were examined and approved by the Board of Directors of Pirelli & C. S.p.A. on 31 March 2015. On that date the Board also approved the 2014 consolidated financial statements. The Board of Directors proposes to the General Meeting of Shareholders a dividend distribution of 0.367 euros per ordinary share (0.32 euros in the previous year) and 0.431 euros per savings share (0.39 euros in the previous year).

The dividend shall be made payable on 20 May 2015 (coupon detachment date is 18 May 2015 and record date is 19 May 2015).

In this section of the website, the Annual Report, including Annual Financial Report at 31 December 2014, the annual report on Corporate Governance and structure of share ownership and the Report on value chain responsible management, is made available (20 April 2015).



Appointment of six members of the Board of Directors.

The Board of Directors of Pirelli & C., which met on 10 July 2014, has co-opted Igor Sechin, Didier Casimiro, Andrey Kostin, Ivan Glasenberg, Petr Lazarev and Igor Soglaev. They replace Claudio Sposito, Richard Bruno, Piero Alonzo, Emiliano Nitti, Luciano Gobbi and Enrico Parazzini, who resigned on the same date. The resigning directors (taken from the "majority list”) had been appointed on 12 June 2014.

Under Article 2386, Paragraph 1, of the Civil Code, the newly appointed directors end their terms at the General Meeting called for 14 May 2015, when the matter will be decided.

Upon their appointment by co-option, the Board of Directors found that these six Directors met the legal requirements to take office, and that Ivan Glasenberg and Andrey Kostin did meet the independence conditions required by Legislative Decree 58/1998 (Article 147 ter, Paragraph 4 and Article 148, Paragraph 3) and by the Code of Conduct of the Italian Stock Exchange. The possession of the requirements of independence by the Directors Glasenberg and Kostin was again confirmed on 31 March 2015 as part of the annual review by the Board.

It should be noted that, for the purposes of adopting the required shareholder resolutions, the voting list procedure does not apply, as this is not a case of complete re-election of the Board of Directors. Therefore, under Article 10 of the Company Statutes, appointments of directors not made by voting slates shall be made by a legal majority at the General Meeting.

The terms of Directors so appointed shall expire along with those currently in office, i.e. at the time of the Meeting called to approve the accounts to 31 December 2016.

Due to the foregoing, the Board of Directors invites to submit, after confirmation of the number of members of the Board of Directors, the proposals for the appointment of six directors in replacement of the directors whose office will expire at the General Meeting.

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 Code of Conduct of the Italian Stock Exchange, which the Company has adopted.

For more details, please refer to the attached report prepared by the Board of Directors.



As shareholder and member of the Shareholders’ Agreement of Pirelli & C., Camfin S.p.A., with letter dated 17th April 2015, has proposed to confirm the office of Igor Sechin; Didier Casimiro; Andrey Kostin; Ivan Glasenberg; Petr Lazarev and Igor Soglaev, already coopted on 10 July 2014, thus confirming in fifteen the number of Members of the Board of Director. Curricula vitae of the aforementioned candidates are available in the section Board of directors



Renewal of the Board of Statutory Auditors for financial years 2015/2017 from voting slates

The current Board of Statutory Auditors of Pirelli & C. SpA, appointed by the Shareholders of 10 May 2012 for the years 2012-2014, has completed its mandate to expire upon approval of the accounts to 31 December 2014.

The General Meeting is therefore called, pursuant to the laws and regulations applicable and Article 16 of the Company Statutes to:

  • appoint three standing and three alternate auditors for financial years 2015/2017 through the mechanism of voting slates;
  • appoint the Chairman of the Board of Statutory Auditors, or of that is not possible, to use the mechanism of the voting slate;
  • decide the remuneration of the members of the Board of Statutory Auditors.

For more details, please refer to the attached report prepared by the Board of Directors.


Shareholders who wish to submit lists for the appointment of the Board of Statutory Auditors are invited to read, in addition to the notice of the meeting and the Directors’ report on the matter, the following documentation.




The slates can be lodged within the time specified in the notice of the meeting in one of the following ways:

  • delivery at the Company's Milan office in Viale Piero e Alberto Pirelli 15;
  • Sending it to the certified email address: assemblea@pec.pirelli.it


Slates Presented

Documents relevant to the slates presented by the Shareholders (1) Camfin S.p.A. and (2) by a group of fund managers and financial intermediaries.



Consultation on Group Remuneration Policy for 2015


Since 2011, the Company has adopted a General Remuneration Policy (the "Policy"), to be submitted annually to a consultative vote of the Shareholders. The policy contains guidelines for fixing 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.




Insurance policy designated "Directors and Officers Liability Insurance" (D&O).


The Board of Directors proposes that the General Meeting give its consent to the signing of an insurance policy designated "Directors’ and Officers Liability Insurance" under the terms specified in the attached report.



Purchase and disposal of own shares


The Board proposes to the Meeting of the Shareholders the renewal, for a 18-month period, the authorisation to purchase and dispose of the Company's treasury shares (ordinary and/or savings shares) up to a maximum of 10% of its share capital.

For more details, please refer to the attached report prepared by the Board of Directors.

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 (i.e. by 12 May 2015) using the form available both online and in hard copy from Computershare (Via Lorenzo Mascheroni 19, Milano) or at the offices of the Company.

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


or the following proxy with voting instructions


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.

Consideration will be given only to questions strictly pertinent to the items on the agenda. In order to facilitate organisation of the answers, questions must be received by 11 May 2015.

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: 23 Apr 2015