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Shareholders approves 2010 results and nominate new board of directors

MEETING OF PIRELLI & C. SPA SHAREHOLDERS:

• 2010 RESULTS APPROVED

• DIVIDENDS APPROVED: 0.165 EURO PER ORDINARY SHARE, 0.229 EURO PER SAVINGS SHARE

• NEW BOARD OF DIRECTORS NOMINATED

• NEW GENERAL REMUNERATIONS POLICY VOTED IN

• MODIFICATIONS TO BYLAWS AND CANCELLATION OF ASSIGNMENT RESERVE APPROVED

PIRELLI & C. SPA BOARD OF DIRECTORS MEETING:

• MARCO TRONCHETTI PROVERA CHAIRMAN AND CHIEF EXECUTIVE OFFICER; VITTORIO MALACALZA AND ALBERTO PIRELLI DEPUTY CHAIRMEN

• GOVERNANCE FURTHER STRENGTHENED THROUGH THE INSTITUTION OF STRATEGIES COMMITTEE, AND NOMINATIONS AND SUCCESSIONS COMMITTEE

• CARLO SECCHI CONFIRMED AS LEAD INDEPENDENT DIRECTOR

 

BOARD MEETING TO REVIEW RESULTS FOR THE 3 MONTHS TO 31 MARCH BROUGHT FORWARD TO 4 MAY

The Shareholders of Pirelli & C. SpA met today in ordinary and extraordinary session.

In the ordinary session, Shareholders approved results for the year 2010, which closed with a consolidated net profit of 4.2 million euros and a Parent Company net profit of 87.4 million euros, and the distribution of dividends of 0.165 euros per ordinary share and 0.229 euros per savings share. The payment date is 26 May 2011 (ex-dividend date 23 May 2011).

Shareholders then established that the duration of the entire Board of Directors will be three years (until the approval of results to 31 December 2013) and determined that the number of board members will be 20, of whom 11 independent. The annual gross compensation for the entire Board is set at 1.7 million euros.
On the basis of the lists presented, the following people were nominated directors of Pirelli & C. SpA:

Marco Tronchetti Provera
Vittorio Malacalza
Alberto Pirelli
Carlo Acutis (independent)
Anna Maria Artoni (independent)
Gilberto Benetton
Alberto Bombassei (independent)
Luigi Campiglio (independent)
Enrico Tommaso Cucchiani
Paolo Ferro Luzzi (independent)
Giulia Maria Ligresti
Massimo Moratti
Renato Pagliaro
Giovanni Perissinotto
Luigi Roth (independent)
Carlo Secchi (independent)

The above were chosen from the majority list (voted by about 84,0% of the capital represented at the shareholders’ meeting) presented by Camfin, Mediobanca, Edizione, Fondiaria-Sai, Allianz, Assicurazioni Generali, Intesa Sanpaolo, Sinpar and Massimo Moratti, belonging to the shareholder syndicate of Pirelli & C. SpA

Franco Bruni (independent)
Elisabetta Magistretti (independent)
Francesco Profumo (independent)
Pietro Guindani (independent)

The above were chosen from the minority list (voted by about 15.6% of the capital represented at the shareholders’ meeting) presented by a group of fund manager companies and international institutional investors.

The curricula of the directors can be seen online at www.pirelli.com.

Shareholders also voted in favour of the Group’s General Policy of Remuneration, containing the guidelines for the definition of the remuneration of executive directors and management in general.
The Board decided that the remuneration structure will be submitted to shareholders for review one year earlier than required by law.

In the extraordinary session, in conclusion, Shareholders decided to modify the company’s bylaws in order to introduce into them some powers foreseen by the legislature when Italy adopted European community directives regarding the rights of shareholders in listed companies (shareholders’ rights directives). Also during the extraordinary session, shareholders approved the voluntary reduction of company capital by 32,498,345.12 euros, in accordance with article 2445 of the civil code to attribute to net assets. This reduction is aimed at the completion of the operation of assignment of Prelios SpA shares (formerly Pirelli RE SpA) carried out during 2010 and does not entail any reduction of company capital, the amount of the reduction being destined to net assets cancelling the negative reserve generated at the conclusion of the operation of assignment. It is expected that the reduction will be finalized by August 2011, once the terms called for by law are met.

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