Appointment of Directors

Since 2004, Company Bylaws have provided for a slate system for appointing the Board of Directors. Such system ensures that – if two slates are filed at least – one fifth of the Directors are appointed by the so-called Shareholders' minority.

The slates, filed and undersigned by the respective Shareholders, are to be deposited at the Company registered office, and made available to anyone on request, at least fifteen days prior to the date set for the first call of the Shareholders' Meeting. Each Shareholder may file - or take part to filing of - one slate only, and each candidate may run for election in one slate only, under penalty of ineligibility.

Slates may be filed only by those Shareholders who, either on their own or together with other Shareholders, hold 2% of the share capital entitled to vote at the ordinary Shareholders' Meeting at least,  or a lower percentage as required by regulatory provisions issued by CONSOB, and  the required percentage for slate filing  must be proved within the same deadline for filing.

For fiscal year 2008, CONSOB determined stockholding percentage required for slate filing for Pirelli & C. administration and control bodies elections equal to 1.5% of the share capital with voting rights in the ordinary Shareholders' Meeting.

Statements of candidacy acceptance by each candidate are to be attached to each slate, as well as their acknowledgement, under their own responsibility, that there are no grounds for ineligibility or incompatibility, and that Law and Bylaws requirements are met in respect of the relevant assignments. Curricula are annexed to the said statements as well for each candidate, reporting their personal and professional details, assignments related to administration and control of other Comapanies, and their aptitude to be qualified as Independent Directors under Law provisions and Company policies.

Slates filed other than in compliance with the above provisions are not accepted.

In accordance with international best practices, contextually to the appointment of the new Board of Directors, Shareholders are also invited by the Company itself to express their opinion by separate voting procedures on the following issues: (i) number of Members of the Board of Directors; (ii) appointment of Directors by slate voting referring to filed slates; (iii) Board of Directors assignment duration; and (iv) Directors' compensation.