PIRELLI & C.

Società per Azioni

Milan - Viale Piero e Alberto Pirelli 25

Share capital Euro 1,377,878,879.78 fully paid up

Register of Companies of Milan, Tax Code and VAT Reg. No. 00860340157

CALL TO SHAREHOLDERS' MEETING

The ordinary shareholders of Pirelli &C. Società per Azioni (the "Company") are called to an ordinary and extraordinary general meeting to be held in Milan, Viale Sarca 214

• - at 10.30 a.m. Wednesday 20^th April, 2011 on first call
• - at 10.30 a.m. of Thursday 21^st April, 2011 on second call

AGENDA

Ordinary general meeting

1. Financial statements as of 31st December, 2010. Inherent and consequent resolutions.
2. Appointment of the Board of Directors:
   
   • - determination of the number of members of the Board of Directors;
   • - determination of the term in office of the Board of Directors;
   • - appointment of Directors;
   • - determination of the annual compensation of the members of the Board of Directors.
3. Consultation on the Group's General Remuneration Policy

Extraordinary general meeting

1. Amendment to articles 5 (Share Capital), 7 and 8 (Shareholders' Meeting), 10 and 11 (Management), 16 (Board of Statutory Auditors) of the Articles of Association. Inherent and consequent resolutions.
2. Voluntary reduction of the share capital by the amount of € 32,498,345.12 pursuant to article 2445 of the Italian civil code, to be allocated to stockholders' equity; consequent amendments to article 5 of the Articles of Association. Inherent and consequent resolutions.

In light of the Company's shareholding composition, the legal quorum for the constitution of the meeting will presumably be reached on second call.

In relation to the second item on the agenda of the extraordinary shareholders' meeting, pursuant to the second paragraph of article 2445 of the Italian civil code, it is clarified that the proposed capital reduction, aimed at completing the assignment of Prelios S.p.A. (formerly Pirelli & C. Real Estate S.p.A.) shares started during 2010 financial year, will not decrease the Company's net worth, as the amount of the reduction is intended for stockholders' equity in order to set to zero the negative reserve generated due to conclusion of said assignment operation. At the procedural level, the capital reduction may be carried out only after 90 days has elapsed from the date on which the resolution of the Extraordinary Shareholders' meeting is filed in the Company Register, provided that within said term and prior to the registration no Company creditor has presented an objection.

The reports of the Board of Directors and proposals of resolution concerning all items of the agenda shall be made available to the public at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25 – and at Borsa Italiana S.p.A., and shall also be published on the Company's website www.pirelli.com as follows:

• - simultaneously with publication of this notice, the Company shall make available the reports of the Board of Directors on the second item on the agenda of the ordinary shareholder's meeting relevant to the appointment of the Board of Directors and the report on the third item on the agenda of the ordinary shareholders' meeting relevant to the consultation on the Group's General Remuneration Policy;
• - by 21^st March, 2011 it will be available the documentation relevant to all other items on the agenda of the extraordinary general meeting (i.e. reports on the amendent of the By-Laws and on the voluntary reduction of the share capital of the Company);
• - the Annual Financial Report – including the draft financial statements for the year, the consolidated financial statements, the management report and certification pursuant to art. 154-bis, paragraph 5 of Italian Legislative Decree 58 of February 24, 1998 – shall be made available together with the relevant reports of the Board of Statutory Auditors and external auditing firm and the annual report on Corporate Governance and corporate structures by March 29, 2011.

Documentation concerning the financial statements of the subsidiaries and associated companies shall be made available to the public at the registered office of the Company by 5 ^th April, 2011.

Prior to the shareholders' meeting, but not later than 18 ^th April, 2011, shareholders may submit questions relevant to the items on the agenda. Questions should be sent by mail to the address of the registered office of the Company or sent by fax to the number (02) 6442-4426, or linking the Company's website www.pirelli.com and following the instructions given in the section dedicated to the shareholders' meeting, where it is possible to find further information on the topic.

ADDITION OF ITEMS TO THE AGENDA

In accordance with the provisions of laws shareholders who, separately or jointly, represent at least one fortieth of the voting share capital may request, within ten days starting from the date of publication of this notice, to add items to the agenda, specifying in the request the proposed new items.The request must be submitted in writing and filed at the registered office of the Company in Milan, Viale Piero e Alberto Pirelli 25, together with the documentation attesting ownership of the above mentioned shareholding, issued by the intermediaries that keep the accounts in which the shares are registered; by the same term, a report on the proposed items must be submitted by the applying Shareholders, following the same procedure. The Company shall give news about any addition to the items to be discussed at the Shareholders' Meeting following said requests in the same forms required for publication of this notice, at least fifteen days prior to the date of the first call of the Shareholders' Meeting. At the same time as publication of the addition of items, the Company shall make available to the public, in the same ways, the report submitted by the applying Shareholders together with any assessments of the Board of Directors.

Please remember that additions are not allowed for items on which the Shareholders' Meeting resolves, pursuant of laws, upon proposal of the Board of Directors, or following a draft or report drafted by the Board itself, different from those set forth in article 125-ter, paragraph 1 of the Italian Legislative Decree 58/1998 ("TUF").

ENTITLEMENT TO ATTEND THE SHAREHOLDERS' MEETING AND VOTE BY PROXY

Entitlement to attend the shareholders' meeting and exercise the voting rights is attested by a communication to the Company issued by the authorised intermediaries in accordance to its book-keeping entries, in favour of the party with voting rights at the date of 11th April, 2011 (the "record date"). Therefore, those who result to be shareholders only after that date shall not be entitled to attend or vote at the Shareholders' meeting.

Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force.

A facsimile of the voting proxy form is available at the Company's registered office or on the Company's website at the address www.pirelli.com, in the section dedicated to the Shareholders' meeting.

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it.

The proxyholder who will attend the Shareholders' meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Servizio Titoli SpA as subject to whom Shareholders can give their proxy free of charge (the "Designated Representative").

The proxy with voting instructions shall be granted with the form that can be obtained in electronic format on the website www.pirelli.com, in the section dedicated to the Designated Representative, or in paper form at the office of Servizio Titoli SpA or at the Company's registered office.

The original proxy shall however be delivered to the registered office of Servizio Titoli SpA, Via Mantegna 6, 20154 Milan; if possible a copy can be anticipated by fax, with a statement confirming that it is a true copy of the original, to the number (02) 467-76850 or by attaching it to an electronic mail message and sending it to ufficiomilano@pecserviziotitoli.it, by 18th April, 2011. The issued proxy will be effective only for proposals in relation to which voting instructions have been given. The proxy and voting instructions are revocable up until the same term as set forth above.

Further information on granting a proxy to the Designated Representative are available on the Company's website www.pirelli.com.

VOTING LIST FOR APPOINTMENT OF THE BOARD OF DIRECTORS

According to art. 10 of the Company's By-Laws, the Board of Directors is appointed on the basis of slates, in which the candidates shall be listed with consecutive numbers.

The slates presented by the shareholders, which must be undersigned by the parties submitting them, shall be filed at the Company's registered office, and be available at least twenty five days before the date set for the shareholders' meeting to be held on first call. They are made available to the public at the registered office, on the Company website and in the other ways specified by Consob regulations at least 21 days before the date of the general meeting on first call.

Shareholders planning to submit a slate shall identify themselves and prove their shareholding in the ordinary share capital of the Company.

Only shareholders who, alone or together with other shareholders, hold a total number of shares representing at least 1.5 percent of the share capital entitled to vote at the ordinary shareholders' meeting, are entitled to submit slates, subject to their proving ownership of the number of shares needed for the presentation of slates within the term specified for their publication by the Company.

Each shareholder may present or take part in the presentation of only one slate and each candidate may appear on only one slate on pain of ineligibility.

Together with each slate, statements must be filed in which the individual candidates agree to their nomination and attest, under their own liability, that there are no grounds for their ineligibility or incompatibility, and that they meet any requisites prescribed for the positions.

Together with such statements, a curriculum vitae must be filed for each candidate, setting out their relevant personal and professional data and mentioning the offices held in management and supervisory bodies of other companies and specifying, where appropriate, the grounds on which they qualify as an independent candidate in accordance with the criteria established by law (art. 148, paragraph 3 of the TUF) and by the Corporate Governance Code for the Listed Companies issued by Borsa Italiana S.p.A. (Corporate Governance Self Code for Listed Companies) adopted by the Company.

Any changes that occur up to the date of the Shareholders' meeting must be promptly notified to the Company.

Any slates submitted without complying with the foregoing provisions shall be disregarded. For your information – according to the provisions of the Corporate Governance Self Code for Listed Companies – the Board of Directors has set the general criteria for determination of the maximum number of offices of its members. On this mater, please make reference to the appropriate document containing the relevant details on the Company's website www.pirelli.com.

It is further recommended that candidates authorise publication of their curriculum vitae on the Company's website.

Finally, Shareholders who are planning to submit slates appointment of the members of the Board of Directors are kindly asked to see the documentation available on the Company's website www.pirelli.com, in particular the recommendations set forth in the CONSOB Communication No. DEM/9017893 of 26th February, 2009.

INFORMATION RELEVANT TO THE SHARE CAPITAL AND TO THE SHARES WITH VOTING-RIGHTS

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,377,878,879.78, is divided into no. 487,991,493 without nominal value, of which 475,740,182 (Euro1,343,286,427.00) ordinary shares and 12,251,311 savings shares (Euro34,592,452.78). At present, the Company owns no. 351,590 ordinary shares whose voting right is suspended.

Financial statements as of 31^st December, 2010

Here beolw the Annual Financial Report – including the draft financial statements for the year, the consolidated financial statements, the management report and certification pursuant to art. 154-bis, paragraph 5 of "TUF" (Sole text on the Financial Law) – together with the relevant reports of the Board of Statutory Auditors and external auditing firm and the annual report on Corporate Governance and corporate structures.

Appointment of the Board of Directors

The current Board of Directors of Pirelli & C. S.p.A. appointed on 29 ^th April, 2008 - will expire upon approval of the Company's Financial Statements as of 31 ^st December, 2010.

The ordinary General Meeting of Shareholders, therefore, has to resolve upon the appointment of the member of the "new" Board of Directors determining

• - the number of the members of this corporate body, no less than seven and no more than twenty three members;
• - the amount of the compensation for the Directors;
• - the length of the office of the Board of Directors, up to a maximum of three financial years.

Furthermore, please note that the Board of Directors of the Company - according to the provisions of article 10.2 of the Company's By-Law - is appointed through the so-called "voting list procedure".

For further details, please make reference to the report issued by the Directors in relation to the appointment of the Board of Directors herewith enclosed.

Shareholders who are planning to submit slates for the appointment of the members of the Board of Directors are kindly asked to see - in addition to the notice of call of the general meeting of shareholders and to the report of the Board of Directors on the relevant item - also the following documentation

Group General Remuneration Policy

The Company – in advance in respect of the provisions (which will come into force next year) of the Corporate Governance Code and more recently of the Sole Text on the Financial Law (TUF) – decided to adopt a general remuneration Policy, to be submitted to the shareholders vote. The Policy includes the guidelines for the definition of the remuneration of executive managers and management in general.

For more details, please reference to the directors' report attached below.

Amendments to the Company's Bylaws

The Extraordinary General Meeting is called to resolve upon the Board of Directors proposal to make some amendments to Pirelli & C. S.p.A. By-Laws mainly in order to include some faculties set by the legislator on the occasion of the adoption in Italy of the community decree on the exercise of certain shareholders' rights in listed companies (shareholders' rights directive)

For more details, please reference to the directors' report attached below.

Voluntary reduction of the Share Capital

The extraordinary general meeting is called also to resolve upon the Board of Directors' proposal to proceed with a voluntary reduction of the Share Capital of Pirelli & C. S.p.A..

It is hereby reminded that such reduction – aimed at completing the assignment of Prelios S.p.A. (formerly Pirelli & C. Real Estate S.p.A.) shares started during 2010 financial year, will not decrease the Company's net worth, as the amount of the reduction is intended for stockholders' equity in order to set to zero the negative reserve generated due to conclusion of said assignment operation. At the procedural level, the capital reduction may be carried out only after 90 days has elapsed from the date on which the resolution of the Extraordinary Shareholders' meeting is filed in the Company Register, provided that within said term and prior to the registration no Company creditor has presented an objection.

For more details, please reference to the directors' report attached below.

Form of proxy

Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force, as per attached form.

The proxy can be notified to the Company by sending a notice to the registered office by ordinary mail or e.mail to the following certified mailbox: assemblea@pec.pirelli.it. The proxyholder who will attend the Shareholders' meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated Representative

The Company has designated Servizio Titoli SpA as subject to whom Shareholders can give their proxy free of charge (the "Designated Representative").

The proxy with voting instructions shall be granted within the end of the second day of open market before the date of the General Meeting of Shareholders' in first call (18th April, 2011) with the form that can be obtained in electronic format or in paper form at the office of Servizio Titoli SpA or at the Company's registered office.

To grant proxy to the Designated Representative it is necessary to connect to the web site of Servizio Titoli S.p.A.

Link Servizio Titoli S.p.A. - Designated Representative

Shareholders may submit questions relevant to the items on the agenda before the date of the General Meeting sending them by regular mail to Pirelli & C S.p.A., Viale Piero e Alberto Pirelli n. 25, or sent by fax to the number (02) 6442.4426 , or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. In order to facilitate the organization

of the answers, all the questions must be received within 18th April, 2011.

All the questions will be answered at the latest during the General Meeting.

Please note that the Company could give a sole answer to questions having the same content.

Moreover, the Company can give replies also in format "questions and answers" published on the website of the Company.

 

Only the shareholders of Pirelli & C. S.p.A. have right to submit questions through this section of the website of the Company.

The shareholders have to declare - upon their responsibility - their shareholding, identity, the e-mail address and authorize the Company to the treatment of the personal data according to the provisions of laws.

Insert your question

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,377,878,879.78, is divided into no. 487,991,493 without nominal value, of which 475,740,182 (Euro1,343,286,427.00) ordinary shares and 12,251,311 savings shares (Euro34,592,452.78). At present, the Company owns no. 351,590 ordinary shares whose voting right is suspended.