The Composition of the Board of Directors

The Board of Directors of the Company, as established by the bylaws, consists of no less than seven and no more than twenty-three members, who serve for three years (unless a lesser period is specified by the shareholders' meeting at the act of their appointment) and may be re-elected.

The Board of Directors in office on 31 December 2007 consists of twenty members and was appointed by the shareholders' meeting of 28 April 2005 for three financial years to expire on approval of the financial reports for the year ending 31 December 200710.
By voting on a slate the minority shareholders were able to nominate four Directors, i.e. one fifth of the total number (specifically, Carlo Angelici, Franco Bruni, Mario Garraffo and Aldo Roveri).

Two lists were presented at the shareholders' meeting on 28 April 2005, one by the participants
in the Pirelli & C. S.p.A. Share Block Syndicate and the other by various savings management
companies. Those proposing the slates made the candidates' profiles available so that the candidates' personal and professional characteristics, as well as some candidates' qualifications
as independents, were made known prior to voting. The curricula vitae presented when the slates were filed were promptly published on the Governance section of the company website, www.pirelli.com, where they remain available in an updated version.

During 2007 some changes were made to the composition of the Board. Specifically, the appointment of Alberto Bombassei, co-opted by the Board of Directors on 12 September 2006, was confirmed by the shareholders' meeting on 23 April 2007, and Luigi Roth was appointed, restoring the number of serving Directors to twenty (at the end of 2006, following the resignation of Managing Director Carlo Buora, the Board of Directors, given the imminent shareholders' meeting, decided not to proceed to co-opt any other directors, but to refer all decisions on this issue to the shareholder meeting). Finally, the shareholders' meeting of 12 December 2007 confirmed the appointment of Enrico Tommaso Cucchiani, coopted to the Board of Directors in the meeting of 26 July 2007, as Director in place of Paolo Vagnone, who resigned his directorship on 20 July 2007.

The Board of Directors has considered the Chairman of the Board of Directors, Marco Tronchetti
Provera, and the two Vice Chairmen, Carlo Alessandro Puri Negri (also Vice Chairman and Managing Director of subsidiary Pirelli RE) and Alberto Pirelli (also director and manager
of a business unit of subsidiary Pirelli Tyre and director of other subsidiaries of Pirelli Tyre) to be executive directors.

Moreover, in accordance with the recommendations of the Self Regulatory Code, the Board of Statutory Auditors has checked that the criteria and ascertainment procedures adopted by the Board to assess the independence of its members are correctly applied.
In fact, the Board of Directors performed this evaluation based on the most rigorous requirements in the Self Regulatory Code (Criterion of application 3.C.1 and 3.C.2) which states that a director may not - by law - be considered independent:
a) if they, directly or indirectly or on behalf of subsidiaries, trust companies or through third parties, control the issuer or are able to exercise considerable influence on said issuer, or are a participant in a shareholder agreement through which one or more subjects can exercise control or significant influence on the issuer;
b) if they have or have been in the past three financial years a prominent exponent35 of the issuer, or one of its strategic subsidiaries or a company under joint control with the issuer, or a company or a body that, alone or together with others in accordance with shareholders agreements, control the issuer or are able to exercise considerable influence on said issuer;
c) if directly or indirectly (e.g. through subsidiaries or bodies of which they are a significant exponent, or as a partner in a law firm or a consultancy company) they have, in the previous
financial year, had a close business, financial or professional relationship with the following:
- the issuer, one of its subsidiaries, or any related prominent exponent thereof;
- a subject who, alone or together with others within a shareholder agreement, controls the issuer, or - in the case of a company or body - with their significant exponents ;
- or is or has been within the previous three financial years, an employee of one of the above-mentioned subjects ;
d) they receive, or have received in the past three financial years, from the issuer or one of its subsidiaries or parent companies, a substantial bonus in addition to their "fixed" salary
as non-executive director of the issuer, including performance-based incentive plans, such as stock bonuses or other;
e) if they have been a director of the issuer for more than nine years of the past twelve;
f) if they are an executive director in another company in which the executive director of the issuer holds the role of director;
g) if they are a partner or director of a company or body belonging to the company mandated
to audit the accounts of the issuer;
h) if they are a close family member of a person in one of the situations described above.

In the light of a substantial evaluation of the information provided by the Directors and that available to the Company, the Board of Directors confirmed, in the Board meeting on 26 March 2008, that the eleven directors who, on appointment, were qualified as independent (Carlo Acutis; Carlo Angelici; Alberto Bombassei; Franco Bruni; Mario Garraffo; Dino Piero Giarda; Berardino Libonati; Giampiero Pesenti; Luigi Roth; Aldo Roveri and Carlo Secchi), continue to maintain these requisites. A further six Board members (Gilberto Benetton; Enrico Tommaso Cucchiani; Gabriele Galateri di Genola; Giulia Maria Ligresti; Massimo Moratti; Giovanni Perissinotto) could be qualified as non-executive members.

It should also be noted that the Board of Directors has ascertained that all directors who can be qualified as independent are also independent in terms of the requisites of the FSA for members of the Board of Statutory Auditors.