Board and General Meetings of the Shareholders

(Updated until the date of listing of Pirelli & C. SpA shares)




15th Feb 2016 - General Meeting of Shareholders


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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.



Documents post Shareholders' Meeting



27th January 2015 - Special Shareholders' Meeting


The Special Meeting of the holders of saving shares has been called on 15 February 2016, in single call, to discuss and resolve on the following

  1. Approval of the resolution concerning the mandatory conversion of savings shares into new delisted non-voting shares proposed to the extraordinary meeting of Pirelli shareholders;
  2. Pertaining resolutions with respect to the 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 proposed to the extraordinary meeting of Pirelli shareholders.

The notice of the call, the report of the common representative of the holders of saving shares, the report of the Board of Directors and the proposed resolutions are available on this section of the website of the Company.

For completeness sake, please take note that on the following sections of the website are available, among other, the accounting documents and documents relevant to the Common Representative of the Saving Shareholders and the corporate governance procedures of the Company.

Common Representative of The Saving Shareholders >
Financial Reports >
Corporate Governance Reports >

The documentation published after the Meeting (including the minutes of the meeting and the Summary Report of the Voting) will also be made 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

CALL TO SPECIAL MEETING OF SAVINGS SHAREHOLDERS

Those entitled to vote 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, on Monday, 15 February 2016, at 12.00 a.m., in single call, to discuss and resolve upon the following


Agenda

 

  1. Approval of the resolution concerning the mandatory conversion of savings shares into new delisted non-voting shares proposed to the extraordinary meeting of Pirelli shareholders;
  2. Pertaining resolutions with respect to the 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 proposed to the extraordinary meeting of Pirelli shareholders.

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DOCUMENTATION

Under the terms and provisions of law, the report of the common representative of the saving shareholders, the report of the Board of Directors and the proposed resolutions and the other documentation relevant to all items on the agenda will be available at the Company’s registered office, at Borsa Italiana S.p.A., to the mechanism for the central storage of regulated information denominated “NIS–Storage” (www.emarketstorage.com) and also available on the web site of the Company, www.pirelli.com.

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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 book-keeping entries, in favour of the party with voting rights at the date of 4 February, 2016 (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 email to the following certified mailbox: assemblea@pec.pirelli.it.
The proxy holder who will attend the Special Meeting shall however prove that the copy notified in advance is a true copy of the original.



Designated Representative
The Company has designated Computershare S.p.A. 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 Computershare S.p.A. or at  the Company’s registered office.
The original proxy must in any case be sent to the Registered Office of Computershare S.p.A., at Via Lorenzo Mascheroni no. 19 - 20145 Milan (Italy), possibly anticipated a true copy accompanied by a declaration of conformity by either fax to fax number 0039.02.46776850 or by enclosing it to in an email to ufficiomilano@pecserviziotitoli.it within 11 February 2016.
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.



FURTHER ITEMS TO THE AGENDA AND THE SUBMISSION OF NEW RESOLUTIONS

In accordance with law provisions, the shareholders with voting right in the Special Meeting of the holders of Pirelli & C. S.p.A. saving shares that, alone or jointly, represent at least one fortieth of the saving share capital may, within ten days from the publication of this notice, request the inclusion of further items for discussion on the agenda, in the frame of those listed in article 146, first paragraph, of the Legislative Decree no. 58 dated 24th February, 1998, indicating in the request the items proposed, or submit proposals for new resolutions relevant to the items on the agenda.
The request must be submitted in writing and posted to the registered office of the Company in Milan, Viale Piero e Alberto Pirelli n. 25, or sent to the certified email address assemblea@pec.pirelli.it, together with the documentation proving ownership of the above-stated shareholding and issued by the intermediaries that keep the accounts in which the saving shares are registered.
By the same term and following the same procedure, a report on the proposed items must be submitted by the applying shareholders with voting right in the Special Meeting, containing the reason of the proposal of the addition to the items already listed or those relevant to the further proposals.
Following the same procedures laid down for publishing this notice, the Company, at least fifteen days prior to the date of the Special Meeting, shall give notification of any additions to the items to be discussed in the meeting or of any proposals for new resolutions on the existing items for discussion.
Simultaneously with the publishing of the additions note, the Company, through the same procedures, shall make available to the public the report submitted by the applying shareholders with voting right in the Special Meeting, 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 and in any case no later than 12 February 2016, 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 0039.02.64424426 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.


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 (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).
As of this date, the Company owns no. 408,342 saving shares whose voting rights are suspended.



Milan, 23 November 2015

On behalf of the Board of Directors

Executive Vice-Chairman and CEO

(Mr. Marco Tronchetti Provera)


This notice was published on the Company’s website www.pirelli.com on 23 November 2015.
An extract of the notice is already published in the daily newspapers “Il Sole 24 Ore” and “Milano Finanza” on 24 November 2015, and it is also available at Borsa Italiana S.p.A. and the mechanism for the central storage of regulated information denominated “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.



Further information can be found in the website section devoted to the general meeting on 15 February 2016 of the ordinary shareholders in the Company.



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Approval of the resolution with subject matter the mandatory conversion of savings shares into new shares without voting rights not listed on regulated markets moved by the extraordinary general meeting of the Shareholders of Pirelli & C. S.p.a.

Resolutions of concern in respect of adopting a new wording for the articles of association of the company consequent upon revoking taking place of the listing of ordinary shares and mandatory conversion of savings shares into new shares without voting rights not listed on regulated markets moved by the extraordinary general meeting of the Shareholders of Pirelli & C. S.p.a.

Savings shareholders have been convened in a special meeting to approve, in so far as it is of their concern, the following proposal of resolution submitted for approval by the general meeting of ordinary shareholders convened for the same date, 15 February 2016:

- 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.


As set out in the foregoing report, the proposal of mandatory conversion foresees awarding new unlisted shares (with the same equity privileges as savings shares currently in circulation) to savings shareholders and, to those who have not taken part in the related resolution, the right to withdrawal as set forth under art. 2437-quinquies and art. 2437 of the Civil Code.

Further information concerning the withdrawal right will be made available in this section of the Company website upon the outcome of the general and special shareholders meetings on 15 February 2016.

Please find herewith enclosed also the report of the Common representative of the holders of saving shares to the Special Meeting.


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At the Extraordinary Shareholders' Meeting of ordinary shareholders on 15 February 2016 the following resolution will be also proposed:

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

For further details: Extraordinary Shareholders' Meeting of the ordinary shareholders
of the Company >


 

Entitlement to attend Special Meeting and to vote by proxy


Form of proxy


Anyone with voting rights in the Special Meeting can be represented by proxy issued according to the provisions of laws and regulations in force (can also be used the form herewith enclosed completed and signed).
The proxy can be notified to the Company by sending a notice to the registered office in Milan, Viale Piero e Alberto Pirelli n. 25, 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.



Please remember that, in accordance with the regulation applicable, to confirm entitlement to voting rights and for its exercise at the Special Meeting, the notice to the issuer from the intermediary (acting at the request of the interested party) is always necessary.

No provisions are made for voting by correspondence or by electronic means.

 

Designated Representative


As stated in the call of the Special Meeting, the Company has designated Computershare 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 (and therefore within 11 February 2016), by using the form available in electronic or paper form at the office of Computershare 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., in Milan, Viale Piero e Alberto Pirelli n. 25, or by fax to the number +39 (02) 64424426, or linking the Company's website www.pirelli.com.

Only questions strictly relevant to the items on the agenda will be taken into account. To assist in facilitating replies, all questions must be received by 12 February 2016.

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 in this section of the website.

In accordance with the regulation applicable only those entitled to vote in the Special Meeting have the right to submit questions through this section of the website.
Those entitled to vote, in addition to declaring - on their own responsibility - their entitlement to vote in the Special Meeting, must also give details of their identity, their email address, and must likewise authorise the Company to process their personal data in accordance with existing law.


Enter your question

Information on the share capital

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



Documents post Special Shareholders' Meeting


 
Last Revised: 22 Feb 2016