Certification of the consolidated financial statements according to art. 81-ter of consob regulation 11971 of may 14, 1999, with amendments and additions

  1. 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., certify, having also considered 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,

of the administrative and accounting procedures used in the preparation of the consolidated financial statements for the fiscal year ended December 31, 2008.

  1. 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 with regard to the effective application of the procedures;

• the evaluation of the adequacy of the administrative and accounting procedures used in the preparation of the consolidated financial statements at December 31, 2008 is based upon an assessment of the system of internal control. This assessment is based upon a process defined by Pirelli & C. S.p.A. consistently with the “Internal Control – Integrated Framework” model issued by the “Committee of Sponsoring Organizations of the Treadway Commission” (COSO), an internationally-accepted reference framework.

  1. We also certify that:

3.1. the consolidated financial statements:

(a) are prepared in accordance with the applicable international financial reporting standards endorsed by the European Union pursuant to EC regulation 1606/2002 of the European Parliament and Council dated July 19, 2002;

(b) agree with the results of the accounting records and entries;

(c) are prepared in conformity with art. 154-ter of Legislative Decree 58/1998 as well as the provisions of Consob on the subject and are suitable for fairly and correctly presenting the financial condition, results of operations and cash flows of the company and the aggregate of the companies included in consolidation;

3.2. the report on operations includes a reliable analysis of the performance and results of operations, as well as the condition of the issuer and the aggregate of the companies included in consolidation, together with a description of exposure to major risks and uncertainties.

March 10, 2009

Chairman of the Board of Directors

Marco Tronchetti Provera

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

Claudio De Conto