ANNEX A

Notices to be sent to persons entered in the register

Pursuant to Article 115-bis of the Consolidated Law on Finance (Legislative Decree 58/1998, as amended, hereinafter the “CLF,”), Pirelli & C S.p.A. has created a register of persons with access to information that is likely to become inside information as defined in Article 114 of the CLF (the “Information” and the “Register”).

Accordingly, this is to inform you, pursuant to Article 152-quinquies of Consob Regulation 11971/1999 , as amended, that

[N.B.: depending on the reason for the notice being sent,

it is necessary to insert one of the following texts]

  • your name [or your company or professional association] has been entered in the Register as having access on a regular basis to Information in connection with the following recurrent activity: …………….…………….…..[N.B.: notice of entry in connection with a recurrent activity]
  • your name [or your company or your professional association] has been entered in the Register as having access on an occasional basis to Information in connection with the following project or event: …………….……...… [N.B.: notice of entry in connection with a project or event]
  • your entry in the Register has been updated to indicate that you no longer have access to Information in connection with the following project or event: …….……………...................…… [N.B.: notice to be sent at the end of a project or event]
  • your [or your company’s or your professional association’s] entry in the Register has been updated to indicate that you [or your company or your professional association] no longer have [has] access to Information in connection with the following recurrent activity: …………….…………..…[N.B.: notice to be sent at the end of a person’s entry as having access to Information “on a regular basis” in connection with a recurrent activity]

To this end we inform you that, pursuant to Article 181 of the CLF, inside information means information of a precise nature which has not been made public relating, directly or indirectly, to Pirelli & C. S.p.A. (the “Company”), its securities or one of its subsidiaries and which, if it were made public would be likely to have a significant effect on the prices of the Company’s securities.

Pursuant to Article 114 of the CLF, the Company must disclose inside information concerning the Company or its subsidiaries without delay to the public; it may delay the disclosure of such information, under its own responsibility, only in the cases and under the conditions established by Consob, provided that the Company is able to ensure the confidentiality of the information.

If Information is divulged to a third party who is not subject to a confidentiality requirement, the Company must disclose it in full to the public, simultaneously when it is divulged intentionally and without delay when it is divulged unintentionally.

It is therefore essential that persons entered in the Register observe the confidentiality requirements applying to Information to which they have access.

It should be noted, moreover, that each person entered in the Register is required to ensure the traceability of actions involving Information and its confidentiality within his sphere of activity and responsibility, from the time when, by any means (i.e. in correspondence, meetings, etc.), he comes into possession of Information in connection with the recurrent activity or the project or event to which the relevant entry refers.

If a person entered in the Register, intentionally or unintentionally, divulges Information to persons not possessing it (even if entered in the Register for other reasons), he must immediately inform the officer responsible for the Register.

It should also be remembered that Title I-bis of the CLF provides for sanctions in the event of insider trading and market manipulation. In particular, Articles 184 and 187-bis provide respectively for penal and administrative sanctions to be imposed on any person who, possessing inside information by virtue of his membership of the administrative, management or supervisory bodies of an issuer, his holding in the capital of an issuer or the exercise of his employment, profession, duties, including public duties, or position:

a) buys, sells or carries out other transactions involving, directly or indirectly, for his own account or for the account of a third party, financial instruments using such information;

b) discloses such information to others outside the normal exercise of his employment, profession, duties or position;

c) recommends or induces others, on the basis of such information, to carry out any of the transactions referred to in subparagraph a)

Penal sanctions, imposed by the courts, consist of imprisonment for between two and twelve years and a fine of between twenty thousand and three million euros; administrative sanctions, imposed by Consob with a reasoned decision, consist of a fine of between one hundred thousand and fifteen million euros.

The amounts of the pecuniary administrative sanctions referred to above may be increased up to three times or up to the larger amount of ten times the product of the offence or the profit therefrom when, in view of the personal situation of the guilty party, the magnitude of the product of the offence or the profit therefrom or the effects produced on the market, they appear inadequate even if the maximum amount is applied.

Without prejudice to the possibility of the Company seeking compensation for any losses and/or liability it may incur as a consequence of conduct in violation of the obligations referred to in this notice, it should be recognized that non-compliance may also result: (i) for employees, in the imposition of the disciplinary measures provided for by law and labour contracts; (ii) for external collaborators, in the termination, with or without notice, of the relationship; and (iii) for directors and members of the board of auditors, in the board of directors proposing their disqualification for good cause at the next shareholders’ meeting.

The personal data necessary for entries in and updates of the register will be treated in accordance with Legislative Decree 196/2003 (the “Privacy Code”).

Please examine the extract from the legislation referred to in this notice and the fact sheet issued pursuant to Article 13 of the Privacy Code by clicking on this Internet link: www.pirelli.com.

For any information or clarification you may need concerning this document and its application, please contact: inforegistro@pirelli.com.

(The officer responsible for the Register)

ANNEX B

PIRELLI & C. S.p.A. GROUP

REGISTER OF PERSONS WITH ACCESS TO INSIDE INFORMATION

under Article 115-bis of Legislative Decree 58/1998, as amended (hereinafter, the “Register”)

Keeping the register; criteria for data management and retrieval
Design of the Register

Whereas:

a) Article 115-bis of Legislative Decree 58/1998, as amended (hereinafter the “CLF”) provides for the creation of a register of persons who have access — on a regular or an occasional basis — to inside information “in the exercise of their employment, profession or duties”;

b) Article 152-bis of Consob Regulation on issuers, as most recently amended by Resolution no. 15232 of 29 November 2005 (the “Regulation”), specifies the information to be entered in the Register, with reference exclusively to the persons entered therein;

the Register of Pirelli & C. S.p.A. (hereinafter, “Pirelli & C.” or the “Company”) is organized on subjective basis it is designed to hold data on natural and legal persons, entities and professional associations. For each person, the Register contains the nature of the relationship with the issuer in virtue of which he possesses information that may become inside information as defined in Article 114 of the CLF (“market sensitive information”). Persons are entered in the Register in accordance with their “Roles” under the relationship, of which there are potentially a great many, including:

a) members of the administrative, management and supervisory bodies of the Company or Group companies;

b) employees of the Company or Group companies, in relation to the specific position held;

c) advisors, external auditors;

d) shareholders who provide direction and coordination, if any.

When specifying the profile of each Role, on the basis of the encryption program used by the Company, authorizations are issued to access the files related to the individual informational contexts for which the entry in the Register is being made.

Without prejudice to the above, entries may be made:

  • on a regular basis, for recurrent and continuous activities and processes, such as the preparation of financial reports, budgets and forecasts and meetings of the governing bodies (“Recurrent Activities”);
  • on an occasional basis, for specific projects and events, such as extraordinary corporate actions, acquisitions and disposals, and notifications of sanctions (“Projects/Events”).

Some persons will be entered in the Register only for individual Projects/Events in connection with which they possess market sensitive information, with an indication of the date the initial entry is made in the Register and of that on which the person ceases to have access to the information, which coincide, respectively, with the time at which the person becomes involved in the Project/Event and the end of the period during which the Project/Event is associated with market sensitive information (e.g. with the issue of the press release with the price-sensitive information concerning the decision to go ahead with or abandon a transaction) or the earlier time at which, for any reason, the person ceases to have access to the market sensitive information. Other persons may be entered, for Recurrent Activities as well as for specific Projects/Events, as persons authorized to access — according to their functions in the Company or its subsidiaries — market sensitive information. The functions are described in the Register, with special reference to the normal calendars for the related flows of information, so as to circumscribe the “habitual” access of the persons with an interest in them. Such persons are first entered in the Register when they take up the function and their entries are updated, as described below, when they cease to hold the position or the function changes. As mentioned above, such persons may also be entered in connection with specific Projects/Events.

Keeping the Register

A) Projects/Events

At the start of a Project/Event which is an expression of the Company’s will (i.e. which is of “voluntary” origin) the person charged with classifying the related information as market sensitive and with entering the possessors of such information in the Register (the “Registering Officer”) is the person with responsibility for submitting it to the competent body for a decision on the Project/Event. Accordingly:

  • if the decision is to be made by Pirelli & C.’s Board of Directors (e.g. in the case of extraordinary financial operations), the Registering Officer is the Chairman of the Board, who may delegate the task to the Secretary of the Board, who may consult with the Managing Director;
  • if the decision is entrusted to a Pirelli & C. body with delegated powers (e.g. in the case of a commercial agreement), the Registering Officer is the senior manager. Entries may also be made in the Register for employees and members of the governing bodies of Pirelli & C.’s subsidiaries, which will not normally keep a register of their own. Any subsidiaries with securities listed on Italian regulated markets are an exception in this respect, since they are required to keep a register of their own under Article 115-bis of the CLF; these companies will therefore be entered in the Register as legal persons in accordance with Article 152-bis (2)(a) of the Regulation.

If instead a Project/Event is the consequence of the verification of facts or circumstances of an objective nature (i.e. of “external” origin), the Registering Officer is the senior manager under the Pirelli & C. managing director to whose sphere of activity the Project/Event is related who receives the information if the Project/Event is instantaneous and not subject to verification or the one who is responsible for the process of verification, if such process exists.

The persons indicated above will also be responsible for the subsequent reclassification of market sensitive information and consequently for the entry in the Register of the end or suspension of the Project/Event.

B) Recurrent Activities

At present the activities considered to be Recurrent Activities and as such to be entered in the Register are as follows:

  • the preparation of periodic financial reports;
  • the preparation of forecasts and the establishment of quantitative objectives;
  • the preparation and holding of meetings of the governing bodies of the Company and its subsidiaries;
  • the drafting of press releases pursuant to Article 114.1 of the CLF;
  • relations with investors, analysts, and the media.

The analysis of the individual Recurrent Activities to identify the stage at which they must be entered in the Register is carried out by the Human Resources and Organisation Function with the assistance of the senior manager under the managing director competent for the activity in question. The Human Resources and Organisation Function is charged with the task of making and updating the entries in the Register, inter alia in line with developments in the internal Organisation.

The officer responsible for the Register, as defined below, may decide to add other Recurrent Activities, possibly acting on a proposal from the Human Resources and Organisation Function.

Officer responsible for the Register

The officer responsible for the Register is the Secretary of Pirelli & C.’s Board of Directors, who, in addition to the duties specified in other parts of this document

  • performs the general supervision of the keeping of the Register and may access all the information it contains, with the right to retrieve data in any of the ways permitted by the system;
  • handles relations with the judicial and supervisory authorities in the event of requests regarding the data contained in the Register;
  • coordinates the Registering Officers and the settlement of any questions that may arise in the operation of the Register.
Data management and retrieval

The Register is electronic and can be accessed, with appropriate security systems, via the Internet and the Company’s Intranet. Access is restricted to the officer responsible for the Register and to the Registering Officers. As mentioned above, the officer responsible for the Register can consult all of its content and carry out all the data entry and retrieval operations permitted by the system. By contrast, the Registering Officers are only authorized to call up, in addition to the data concerning Recurrent Activities, those which they entered themselves.

Natural persons are entered in the Register with their names, date and place of birth, residence or elected domicile, and e-mail address. For legal persons, entities and professional associations, their ID data are supplemented by the ID data of a natural person appointed to act as contact person.

For each entry in the Register (and therefore for each Project/Event and each Recurrent Activity), the system holds an indication of the person’s “role” and date of entry, the date at which the person ceases to have access to the relevant market sensitive information, and the date of each update. Pursuant to applicable law, all these data are retained for at least five years from the time when the circumstances that gave rise to the entry or subsequent updates cease to exist.

In the case of Projects/Events the officer responsible for the Register receives, electronically and at the intervals he establishes, a report showing all the positions open (i.e. without a date corresponding to their termination or suspension), so as to be able to make the appropriate checks on their status.

The data contained in the Register can be searched using the following parameters:

  • first name and family name;
  • individual Projects/Events and Recurrent Activities;
  • category of information (i.e. all the Projects/Events or all the Recurrent Activities);
  • status (open, closed) of the Project/Event or Recurrent Activity.

The output generated can be displayed on screen, printed and downloaded.

In view of the necessity of informing persons of their entry in the Register, of subsequent updates of the data concerning them, of the obligations deriving from the possession of inside information and of the sanctions applicable in the event of violations, the application automatically e-mails employees the notifications required by law. For other types of registered persons, the system notifies the officer responsible for the Register and/or the Registering Officer who made the entries of the need to make the required notifications without delay.

ANNEX C

[on letter head of consultant or counterparty]

…., ……………

STRICTLY PRIVATE AND CONFIDENTIAL

Pirelli & C. S.p.A.

Via G. Negri 10

20123 Milan

Italy

To the attention of:…….

Re: confidentiality agreement related to:

…………………………………………………………………………………………………………………...…………………………………………………………………………………………………………………...…………………………………………………………………………………………………………………... (“Transaction”)

Dear Sirs,

Reference is made to our conversations regarding the Transaction and to your request that we assume certain confidentiality obligations, also on behalf of the Relevant Persons (as defined hereinafter).

We acknowledge that, as a consequence of our involvement with the Transaction, you may make available to us data and information, in written, electronic or oral form, relating to:

(a) the Transaction, including its existence;

(b) Pirelli & C. S.p.A. (the “Company”) and/or its controlled companies and/or companies on which the Company exercises, directly or indirectly, a significant influence, and

(c) the persons that own, directly or indirectly, a stake in the share capital of the Company

(such data and information is collectively referred to as the “Confidential Information”)[1].

We hereby undertake to maintain the Confidential Information strictly private and confidential and not to disclose or disseminate the Confidential Information, without the prior written consent of the Company, to persons other than the following:

(i) directors, managers or employees of [either] our company [or our affiliates (for the purposes hereof affiliates means the controlling companies or the companies controlled, also indirectly, by us and/or under common control, jointly the “Affiliates”)][2],

(ii) legal counsels or other advisers or assistants or of either our company or the affiliates appointed with your prior written consent,

(iii) partners, associates, advisers, employees or assistants of the undersigned firm and/or professional association,[3]

which are directly involved in the Transaction and need to know the Confidential Information.

Furthermore, we undertake to use the Confidential Information only for the purposes of the Transaction and not to use any Confidential Information in a way that may be prejudicial to the Company, its affiliates or other persons that own, directly or indirectly, a stake in the share capital of the Company.

We represent that we have in place a system of security measures fully adequate to protect the Confidential Information in accordance with the provisions of this Agreement.

We further undertake to inform preliminarily and appropriately each of the persons mentioned in paragraphs (i) to (iii) above (collectively referred to as the “Relevant Persons“)[4] of the confidentiality obligations under the Italian Legislative Decree no. 58 dated 24th February, 1998, as subsequently amended, and implemented by the relevant rules and regulations (the “Decree”), and to ensure that each of the Relevant Persons agrees and complies with the terms and conditions of this agreement as if they were a party to it. We agree that we shall be liable for any breach of this agreement by us and, pursuant to Article 1381 of the Italian Civil Code, by any of the Relevant Persons.

The information disclosed to the Relevant Persons shall not be deemed to be Confidential Information if such Confidential Information: (x) is in, or becomes part of, in the public domain other than as a result of an unauthorized communication or disclosure by us or any of the Relevant Persons; or (y) is, or becomes, available to us [or our Affiliates] by a third party which is not in breach of any duty of confidentiality (known to us) owed to the Company or other company within its group; (z) have been independently elaborated by us [or our Affiliates] without any kind of reliance or use, of any kind, of the Confidential Information.

Notwithstanding the foregoing, each of the persons subject to the confidentiality obligations set forth herein shall not be bound to fulfil any obligations hereunder in the event that the disclosure or communication of any part of the Confidential Information is required by law, regulation or order to which no opposition can be made. In such circumstances, we shall promptly notify you in writing and shall consult with you on the opportunity to take appropriate actions in order to obtain a waiver and/or communications is required, we undertake to cooperate with you, also in the event it appears necessary or appropriate to delay the timing of the disclosure and/or communication pursuant to Article 114, paragraph 3, of the Decree in order to obtain a protective order or undertakings required or advisable so as to ensure a private and confidential treatment for specific parts of the Confidential Information.

We hereby undertake to comply with the provisions of the applicable privacy laws and regulations.

We further undertake to comply with the provisions set forth in the Decree, also taking into account that any of the Confidential Information may, pursuant to the Decree, become market sensitive information. In particular, we hereby represent:

(i) to acknowledge any duties arising out the Decree; and

(ii) to be aware of the sanctions set forth in the Decree also in the event of abuse of market sensitive information or market manipulation.

We further represent to be aware that you may it deem necessary to enter our names in the registry you keep pursuant to the provisions of the Decree, which records the list of persons having access to confidential information. Therefore, we undertake to provide you in writing with the names of the Relevant Persons having access to the Confidential Information and of those who will access your offices.

Furthermore, we acknowledge that the breach of the confidentiality obligations contemplated by this agreement could cause serious and unrecoverable damages to the Company, to its Affiliates and to its direct or indirect shareholders, as well as to their respective directors. Consequently, and without prejudice to any other legal remedies, including orders and injunctions, if a breach of the obligations hereunder by us or any of the Relevant Persons is ascertained and, in any event, upon enforcement of administrative or criminal sanctions pursuant to the Decree against us or any of the Relevant Persons, the Company:

(a) may terminate the agreements or contracts executed with us[5] and still in force, if any, and

(b) for a period of at least three years, will not enter into further agreements or contracts with us[6].

The period mentioned in letter (b) above shall run, respectively, from either the date on which the breach is ascertained or the date on which the Company becomes aware of the enforcement of the abovementioned sanctions.

[We acknowledge that all Confidential Information is, and will remain, the property of the Company and or its Affiliates. Upon request of the Company, all documentation containing Confidential Information, and all copies or excerpts thereof, shall be immediately returned to you and all and all electronic records of the Confidential Information shall be deleted or destroyed; we will give you written confirmation of such deletion or destruction as soon as it has occurred.

Without prejudice to any obligation under this agreement, we may keep a copy of the Confidential Information for recording purposes if expressly required by mandatory provisions of law, provided that we give you prior written communication.][7]

All obligations under this agreement become effective from the date hereof and shall terminate upon the third (3rd) anniversary of the completion of the Transaction or its definitive interruption.

This agreement shall be governed by, and construed in accordance with, the laws of Italy.

We hereby agree that any dispute arising out in connection with the construction or implementation of this agreement shall be submitted to the exclusive jurisdiction of the Courts of Milan.

Yours faithfully,

Consultant/Counterparty

………………………….

By:……………………...

Title:…………………...

[1] Delete any paragraph which is not applicable and or insert any further paragraph if appropriate;

[2] Insert reference to Affiliates if appropriate;

[3] Delete any paragraph which is not applicable and or insert any further paragraph if appropriate ,e.g. “(•) counterparties to the Transaction”; “(•)legal counsels or other advisers or consultants of the Company”;

[4] Delete any paragraph from (i) to (iii) which is not applicable and or insert reference to any further paragraph which has been inserted, if appropriate;

[5] Insert “and or our Affiliates” if appropriate;

[6] Insert “and or our Affiliates” if appropriate;

[7] Insert this paragraph if appropriate;