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

CALL TO SHAREHOLDERS’ MEETING

Those entitled to vote in the General Meeting of Pirelli & C. Società per Azioni (the “Company”) are called to an ordinary general meeting to be held in Milan, Viale Sarca 214

• - at 2 p.m. of Thursday 10th May, 2012 on single call;

to discuss and resolve upon the following

AGENDA

1) Financial statements as of 31st December, 2011. Inherent and consequent resolutions.
2) Appointment of two members of the Board of Directors.
3) Board of Statutory Auditors:
- appointment of the standing members and alternate members;
- appointment of the Chairman;
- determination of the remuneration of the members.
4) Remuneration Policy; consultation.
5) Three years (2012-2014) cash incentive plan for the Management of the Group. Inherent and consequent resolutions

Simultaneously with publication of this notice the Company shall make available 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 the following reports of the Board of Directors and proposals of resolution concerning all items of the agenda:

• - 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 (“TUF”) together with the relevant reports of the Board of Statutory Auditors and external auditing firm, the annual report on Corporate Governance and corporate structures and the Sustainability Report (first item on the agenda);
• - reports relevant to the appointment of Manuela Soffientini and Giuseppe Vita, co-opted by the the Board of Directors on 1st March, 2011 (second item on the agenda), to the renewal of the Board of Statutory Auditors for the three years’ period 2012-2014 (third item on the agenda), to the consultation on the remuneration policy (fourth item on the agenda) and relevant to the Three years (2012-2014) cash incentive plan for the Management of the Group (fifth item on the agenda). With reference to this last topic, simultaneously to the publication of this notice, an Information Document prepared according to the provisions of article 84-bis of the Issuers’ Regulation adopted by Consob with resolution 11971/1999 will be made available to the public.

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 24th April, 2012.

Prior to the shareholders’ meeting, 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. In order to facilitate the course and the organization of the General Meeting, shareholders are kindly invited to submit any questions by 8th May, 2012.

 

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 proving 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 inform 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 Shareholders’ Meeting. At the same time of 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, in accordance with law, upon proposal of the Board of Directors, or on the basis of a draft or report drafted by the Board itself, different from those set forth in article 125-ter, paragraph 1 of TUF.

 

 

ENTITLEMENT TO ATTEND THE SHAREHOLDERS’ MEETING AND VOTE BY PROXY
Entitlement to attend the shareholders’ meeting and exercise the voting right is attested by a communication to the Company issued by the authorised intermediary in accordance to its book-keeping entries, in favour of the party having voting right at the date of 30th April, 2012 (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 right can be represented by proxy issued according to the provisions of law 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 the 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 Lorenzo Mascheroni n. 19, 20145 Milan; if possible a certified copy can be anticipated by fax to the number (02) 46776850 or as attachment to an electronic mail message to ufficiomilano@pecserviziotitoli.it, by 8th May, 2012. 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 about granting a proxy to the Designated Representative are available on the Company’s website www.pirelli.com.

 

 

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS
Standing and Alternate Statutory Auditors will be appointed on the basis of slates pursuant to article 16 of the By-Laws, to the applicable laws and to regulations. From the slate which obtains the highest numbers of votes two standing members and one alternate member shall be chosen; the remaining standing member and the other alternate member shall be chosen from the other slates (known as “minority slates”). The chair of the Board of Statutory Auditors shall pertain to the standing member listed as the first candidate on the minority slate.

Shareholders who, alone or together with other shareholders, represent at least 1.5% of the shares with voting rights in the ordinary shareholder’s meeting, shall be entitled to submit slates. 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.
Shareholders submitting slates shall also file a declaration stating the details of the identity of the shareholders who have submitted the slates and their overall shareholding percentage. The shareholding is also proved, according to the applicable laws and regulations, after the submission of the slates, but in any case 21 days before the date of the General Meeting. Shareholders other than those who own a relative majority shareholding shall also issue a declaration, certifying the absence of any relationships with the latter.

The slates shall be divided into two sections: one for candidates for the position of standing Auditor and one for candidates for the position of alternate Auditor. The first candidate listed in each section must be selected from among the persons enrolled in the Register of Auditors who have worked on statutory audits for a period of no less than three years.

Together with each slate the candidates shall file at the Company’s registered office declarations by which they accept the candidacy and state, under personal responsibility, that there are no grounds for their ineligibility or incompatibility and that they meet the requisites for the position as prescribed by laws, by the By-laws and by regulations.

The candidates shall also declare if they can be qualified as independent according to the standards adopted by the Company ("Self-Regulatory Code for listed companies"). Together with the declarations, the candidates shall file a personal and professional curriculum vitae.

Each candidate, when appointed and before the formal acceptance of the office - in accordance with the provisions of article 2400, last paragraph, of the Italian civil code - is hereby kindly requested to notify to the Shareholders’ meeting all the offices of administration and control held in other companies mentioning them in the curriculum vitae according to the provisions of article 148-bis of TUF, taking care of updating them up to the date of the Shareholders’ meeting. Furthermore, all candidates are kindly requested to authorize the publication of the curricula on the web site of the Company.

The slates of candidates, which must be undersigned by the parties submitting them, and the relevant supporting documents, shall be filed at the Company’s registered office or sent to the address of certified mail box assemblea@pec.pirelli.it within 16th April, 2012 (term postponed of one day in respect to the effective term being it holiday).

In case within such term only one slate or slates which are mutually associated according to the applicable law and regulations have been submitted, further slates can be submitted in the following three days (i.e. by 19th April, 2012). In that case, the mentioned threshold of 1.5% necessary for the submission of the slates is reduced to 0.75%.

The Company shall make available to the public the slates of candidates duly submitted by shareholders as well as the information required by applicable regulation at its registered office, at Borsa Italiana S.p.A. and on its web site www.pirelli.com.

Any slates submitted without complying with the provisions of Article 16 of the Company’s By-Laws and of the applicable regulations shall be disregarded.

It is also recalled that Law 120 of 20th July 2011 has amended articles of TUF with reference to the composition of the administration bodies (art. 147-ter) and internal control bodies (art. 148) and foresees that in the corporate bodies at least one third of the less-represented gender should be present. The new provisions will take effect from the first renewal of the administration and internal control bodies after one year from the date on which the law has come into effect (so, from the General Meeting which will be called to resolve about the renewal of the corporate bodies after 12th August, 2012). On first application of the law (i.e. in occasion of the first renewal after the coming into force of the law itself), it is foreseen that the less-represented gender should have at least one-fifth (not one-third) of members of the Board of Directors and of the Board of Statutory Auditors.

Considering the above, all the Shareholders who wish to submit a slate for the appointment of the members of the Board of Statutory Auditors are invited to respect the above mentioned provisions, even if not applicable to this renewal. Such shareholders are also kindly invited to look over all the necessary documentation on the web site of the Company, www.pirelli.com, and, in particular, to take due note of what Consob recommended under its rule DEM/9017893, dated February 26, 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 1,345,380,534.66, is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (€ 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (€ 33,776,562.87). At present, the Company owns no. 351,590 ordinary shares whose voting right is suspended.

 

This notice has been published on the Company’s website www.pirelli.com, as well as in the newspapers IL SOLE 24 ORE and MILANO FINANZA on 30th March, 2012 and it is also available at the Borsa Italiana.

 

Financial statements as of 31st December, 2011

The draft of financial statements as of 31^st December, 2011 has been examined and approved by the Board of Directors in the meeting held on 12^th March, 2012. On the same date, the Board of Directors has approved the consolidated balance-sheet 2011.
The Board of Directors proposes to the General Meeting of Shareholders the distribution of a dividend of 0.27 Euro per ordinary share (0.165 in the preceding year) and 0.34 Euro per savings share (0.229 in the preceding year), for a total dividend payout of 132.4 million Euro.
The dividend will be payable as of 24^th May, 2012 (coupon detachment date: 21^st May, 2012).

In this section of the Company’s web site are also available, simultaneously with the publication of the notice of call of the General Meeting, the following documents:

Annual Financial reports (including the consolidated financial statements for the year, the management report, the certification pursuant to art. 154-bis, paragraph 5 of TUF and the report of the external auditing firm)

Annual report on Corporate Governance and corporate structures

Sustainability Report

Appointment of two members of the Board of Directors

On 1st March, 2012 the Board of Directors of the Company resolved to co-opt Mr Giuseppe Vita, in replacement of Mr Enrico Tommaso Cucchiani (who resigned by the office of member of the Board of Directors on 16th December, 2011) and Mrs Manuela Soffientini, in replacement of Prof. Francesco Profumo (who resigned by the office of member of the Board of Directors on 16th November, 2011). The co-option of Mrs. Soffientini has been made on motion by the Nominations and Successions Committee which decided that it was appropriate to consult with Assogestioni in choosing the candidates to propose to the Board of Directors, insofar as Prof. Profumo had been drawn from the minority slate submitted by a group of Italian asset management companies and certain institutional investors specifically sponsored by Assogestioni.
Consistently with Pirelli's commitment to keep its corporate governance system in compliance with best Italian and international practices at all times, the Nominations and Successions Committee proposed to appoint Mrs Manuela Soffientini; this also allowed to increase the number of women serving on the Board of Directors, now 20% of the seats, and thus immediately in compliance with the provisions of Law 120 of July 12, 2011. which will be applied to the Pirelli Board of Directors beginning with its renewal scheduled for the Shareholders' Meeting called to approve the Annual Financial Statements as at 31st December, 2013.
At the same meeting, the Board of Directors found that the new Directors satisfied the prerequisites required by applicable law for assuming their position, as well as satisfaction by Mrs Soffientini of the prerequisites for independence (according to TUF and to the Corporate Governance Code of Borsa Italiana).
The offices of Manuela Soffientini and Giuseppe Vita will expire on the date of the General Meeting of Shareholders’ called on 10th May, 2012.

The Board of Directors has proposed to the General Meeting of Shareholders to appoint Mrs. Manuela Soffientini and Mr. Giuseppe Vita as member of the Board of Directors.

For further details, please refer to the report of the Board of Directors herewith enclosed.

Renewal of the Board of Statutory Auditors for the three-years period 2012/2014 on the basis of slates

The current Board of Statutory Auditors of Pirelli & C. S.p.A. has been appointed on 21st April, 2009 for the three years period 2009/2011 will expire on the date of approval of the Financial Statements as of 31st December, 2011.

The General Meeting of Shareholders has to resolve, according to law and applicable regulations and to the provisions of Article 16 of the Company’s By-Laws:

- the appointment of three Standing Statutory Auditors and two Alternate Statutory Auditors for the three-years period 2012/2014;
- the appointment of the Chairman of the Board of Statutory Auditors, in case it won’t be possible to appoint him/her on the basis of slates;
- the determination of the remuneration of the members of the Board of Statutory Auditors.

The Standing Statutory Auditors and of the Alternate Statutory Auditors will be appointed on the basis of slates.

For further details, please refer to the report of the Board of Directors herewith enclosed.

Shareholders who wish to submit a slate for the appointment of the members of the Board of Statutory Auditors are kindly invited to look over the enclosed documentation.

SUBMITTED SLATES

Documents relevant to the slates submitted by the Shareholders.

Consultation on Group Remuneration Policy;

From 2011 the Company decided to adopt a general remuneration Policy (the “Policy” to be yearly submitted to the shareholders consultative vote. The Policy includes the guidelines for the definition of the remuneration of executive managers and management in general.

For further details, please refer to the report of the Board of Directors and to the Policy herewith enclosed.

Three years (2012-2014) cash incentive plan for Management of the Group

The Board of Directors, on motion of the Remuneration Committee, has approved the launch of a new Three years incentive plan called “Long Term Incentive Plan (2012/2014) (the “LTI Plan”) to be assigned to the management of the Group, related to the new targets for the three years period 2012/2014. The new incentive plan, as the previous one, foresees that the management of the Group renounce to have, at the end of the financial year, 50% of the annual incentive of the years 2012 and 2013; the relevant amount will be allocated in a “bonus bank” which, at end of the three years period, will be paid with an increase only in case the long term targets are reached. In case such targets should not be reached, the bonus bank will be half paid. In the parameter related to the three years incentive the TSR value is higher and it is inserted the position of Pirelli in the worldwide main sustainability indicators.

According to the provisions of law, the LTI plan, for the section relevant to the Total Shareholder Return, has to be approved by the General Meeting called on 10th May, 2012.

For further details, please make reference to the Report of the Board of Directors and to the Information Document prepared according to the provisions of article 114bis of the Legislative Decree 58/1998 (TUF) and article 84bis of the Issuers’ Regulation adopted by Consob with resolution 11971/1999, herewith enclosed.

 

Form of proxy

Anyone with voting right can be represented by proxy issued according to the provisions of laws and regulations in force, using the form herewith enclosed.

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 General meeting shall however prove that the copy notified in advance is a true copy of the original.

Designated representative

As stated in the call of the General Meeting the Company has designated Servizio Titoli S.p.A. as subject to whom holders of saving shares can give their proxy free of charge (the “Designated Representative”).

The proxy with voting instructions shall be granted within the end of the second open market day before the date of the General Meeting (therefore 8th May, 2012), by using the form available in electronic or paper form at the office of Servizio Titoli S.p.A. (Milan, Via Lorenzo Mascheroni n. 19) or of the Company and herewith enclosed.

To grant proxy to the designated representative please use the following link.

 

The holders of saving shares can 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 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 In order to facilitate the course of the Special Meeting, all the questions must be received within 8th May, 2012.

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 holders Pirelli & C. S.p.A. saving shares have right to submit questions through this section of the website of the Company.

The holders of ordinary shares 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 the question
 

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.

In the ordinary and/or extraordinary general meeting only the ordinary shares are entitled to vote.

At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

 

 

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

CALL TO SPECIAL MEETING OF SAVINGS SHAREHOLDERS

Shareholders with voting right in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares are called for a special meeting in Milan, Viale Sarca no. 214, at 11.30 a.m.:

• - on Saturday 28th January, 2012 on first call,
• - on Monday 30th January, 2012 on second call,
• - on Tuesday 31st January, 2012 on third call

to discuss and resolve upon the following

AGENDA
1) Appointment of the common representative of the holders of saving shares for the financial years 2012, 2013 and 2014; inherent and consequent resolutions.
2) Determination of the fee in favour of the common representative of the holders of savings shares; inherent and consequent resolutions.
3) Resolution upon the fund pursuant to art. 146, paragraph 1, letter c) of Legislative Decree February 24, 1998, n. 58.

It is expected from now that the meeting will be held in third call on 31st January, 2012.



Documentation
On the same date of publication of this notice, the report of the common representative of the saving shareholders relevant to all items on the agenda is available at the Company’s registered office and at Borsa Italiana S.p.A.; it is also available on the web site of the Company, www.pirelli.com.

Entitlement to attend the special 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 bookkeeping entries, in favour of the party with voting rights at the date of 19th January, 2012 (the “record date”). Therefore, those who result to be holders of saving shares 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 the holders of saving shares 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 on the website www.pirelli.com, in the section of the Special Meeting 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 should in any case be sent to the registered office of Servizio Titoli S.p.A., Via Lorenzo Mascheroni no. 19 - 20145 Milan (Italy), possibly anticipated a true copy by facsimile and the number 0039.02.46776850 or enclosing it to an e.mail message to be sent at the address ufficiomilano@pecserviziotitoli.it within 26th January, 2012.
The proxy granded following these instructions will have effect only for the proposal on which voting instruction have been given. The proxy and the voting instruction can be revoked within the above mentioned term.
Further information on granting a proxy to the Designated Representative are available on the Company’s website www.pirelli.com.

 

Addition of items to the agenda
In accordance with the provisions of laws holders of saving shares 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, in the frame of those listed in article 146, first paragraph, of the Legislative Decree no. 58 dated 24th February, 1998, 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 saving shares are registered; by the same term, a report on the proposed items must be submitted by the applying holders of saving shares, following the same procedure.
The Company shall give news about any addition to the items to be discussed at the Special 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 Special 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 holders of saving shares together with any assessments of the Board of Directors and/or of the common representative of the holders of saving shares.

Questions on the items on agenda
Before the date of the Special Meeting the holders of saving shares can submit questions relevant to the items on the agenda. The questions should be sent by mail to the Company’s registered office or by facsimile at the number 0039.02.6442.4426 or linking the web site www.pirelli.com and following the relevant instruction in section of the Special Meeting, where it is possible to gather all the informations on the matter. In order to facilitate the course of the Special Meeting, the holders of saving shares are invited to submit any questions within 26th January, 2012.

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 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.
In the Special meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).
At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.

 

Milan, 22ndDecember 2011

The Common Representative of holders of saving shares

(Avv. Giovanni Pecorella)

 

Please find herewith enclosed the report of the common representative of the holders of saving shares for the special meeting.

 

Form of proxy
Anyone with voting rights can be represented by proxy issued according to the provisions of laws and regulations in force, using the form herewith enclosed.
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 Special meeting shall however prove that the copy notified in advance is a true copy of the original.


Designated representative

As stated in the call of the Special Meeting, the Compaby has designated Servizio Titoli S.p.A. as subject to whom holders of saving shares can give their proxy free of charge (the “Designated Representative”).

The proxy with voting instructions shall be granted within the end of the second open market day before the date of the Special Meeting on first call, by using the form available in electronic or paper form at the office of Servizio Titoli S.p.A. or of the Company and herewith enclosed.

 

Questions on the items of the agenda The holders of saving shares can submit questions relevant to the items on the agenda before the date of the Special Meeting sending them by regular mail to Pirelli & C S.p.A., Viale Piero e Alberto Pirelli n. 25, or 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 In order to facilitate the course of the Special Meeting, all the questions must be received within 26th January, 2012.

All the questions will be answered at the latest during the Special 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 holders Pirelli & C. S.p.A. saving shares have right to submit questions through this section of the website of the Company.

The holders of saving shares 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 the question
 

The share capital of Pirelli & C. S.p.A., which amounts to Euro 1,345,380,534.66 is divided into no. 487,991,493 shares without nominal value, of which 475,740,182 (Euro 1,311,603,971.79) ordinary shares and 12,251,311 savings shares (Euro 33,776,562.87) saving shares.

In the Special meeting of the holders of saving shares only the saving shares are entitled to vote (one vote for each share).

At present, the Company owns no. 408,342 ordinary shares whose voting right is suspended.