Certification of the consolidated financial statements

Certification of the consolidated financial statements according
to art. 81-ter of Consob Regulation 11971 of May 14, 1999, with amendments
and additions

  1. We, the undersigned, Marco Tronchetti Provera, Chairman of the board of directors, and Claudio De Conto – Operations General Manager and Manager responsible for the preparation of the financial reports of the company, Pirelli & C. S.p.A., attest, taking into account the provisions of art. 154 bis, paragraphs 3 and 4, of Legislative Decree 58 dated February 24, 1998:
    • the adequacy in relation to the characteristics of the company and
    • the effective application,
  2. of the administrative and accounting procedures used in the preparation of the consolidated financial statements for the year ended December 31, 2007.
  3. To this end, there have been no situations of particular interest in terms of operations or strategies to report nor have there been any problems and/or anomalies noted also in relation to what was stated above.
  4. We also certify that the consolidated financial statements:
    1. agree with the accounting records and entries;
    2. have been prepared in accordance with the international accounting standards issued by the International Accounting Standards Board adopted by the European Commission according to the procedure indicated in art. 6 of EC Regulation 1606/2002 of the European Parliament and the European Council on July 19, 2002 as well as in compliance with art. 9 of Legislative Decree 38/2005, to our knowledge, and are suitable for providing a true and fair view of the financial condition, results of operations and cash flows of the company and the aggregate of the companies included in consolidation.

March 26, 2008

The Chairman of the Board of Directors
di Amministrazione

Marco Tronchetti Provera

Manager responsible for the preparation of the financial reports of the company

Claudio De Conto