Pirelli & C — AGM Information 2020

Apr 28, 2020

Pirelli & C. S.p.A.

Reports to the Shareholders' Meeting of 18 June 2020

Amendment of articles 6 (Share Capital), 9 (Shareholders' Meeting), 10, 11, 12 and 13 (Management of the Company), 16 (Board of Statutory Auditors) of the company Bylaws. Related and consequent resolutions.

(Sole item on the agenda of the extraordinary session)

Explanatory report on the sole item on the agenda of the extraordinary session drawn up by Directors pursuant to article 72, first paragraph, of Consob Regulation no. 11971 of 14 May 1999, as subsequently amended.

Amendment of articles 6 (Share Capital), 9 (Shareholders' Meeting), 10, 11, 12 and 13 (Management of the Company), 16 (Board of Statutory Auditors) of the company Bylaws. Related and consequent resolutions.

1) The reasons for the proposed amendments to the Company Bylaws

Dear Shareholders,

The extraordinary session of the Shareholders' Meeting has been called to submit to you the proposal to resolve on some amendments to the Bylaws of Pirelli & C. S.p.A. ("Pirelli" or the "Company"), mainly linked to the need to adapt the text of the Bylaws to the recent new regulations on gender balance in the administrative body and supervisory body of listed companies introduced by the 2019 draft budget law and subsequent Law no. 160 of 27 December 2019, published in the Official Journal of 30 December 2019 (the "Budget Law").

On this occasion, further updates and – according to the Board of Directors – improvements were also made to the text, aimed at providing greater clarity, a systematic approach and completeness to the document. In particular, it is proposed: (i) to attribute specific emphasis to the figure of Vice Chairman (in line with the governance structure the Company chose after its listing on the stock market in October 2017) and (ii) to clarify in the Bylaws the power of directors to resolve on the issuing of non-convertible bonds, as already permitted by legislation.

The following paragraphs set out in detail the scope of the aforementioned amendments to the individual articles of the Bylaws.

Article 6 (Share Capital)

The amendments proposed with the introduction of a new paragraph (sixth) seek to emphasise in the bylaw text, by means of reference to the law, the power already attributed by law to the directors to issue bonds of any type (provided that they cannot be converted into Company shares).

Article 9 (Shareholders' Meeting)

The provision under which, if the Chairman is absent or unable to perform his/her duty, he/she be substituted in order by the Vice Chairman or Chief Executive Officer has been incorporated into article 9.

Articles 10, 11, 12 and 13 (Management of the Company)

Article 10: As is known, Law no. 120 of 12 July 2011 (i) introduced gender quotas for the composition of the corporate bodies of listed companies, establishing that said companies must ensure, for at least three consecutive terms of office, compliance with a division criteria relating to the composition of corporate bodies, on the basis of which the less represented gender "obtains" at least one third of the elected Directors and Statutory Auditors; and (ii) established that during the first term of office after the law came into effect (i.e. 12 August 2012) the less represented gender shall number at least one fifth of the elected Directors and Statutory Auditors.

Thereafter, the matter was the subject of two recent legislative initiatives, both essentially aimed at postponing the effects of Law 120/2011, and in particular:

• on the one hand, the law converting, with amendments, Decree Law 124/2019 (the "Conversion Law"), published in the Official Journal on 24 December 2019, on urgent tax measures and for requirements that cannot be postponed, which intends to establish an extension to the time limit of the current quota of one third, extending its validity for another three terms of office (therefore for a total of six overall terms of office); and
• on the other, the Budget Law, which introduces a new quota for the less represented gender of two fifths of the body (i.e. 40%) and that applies for

six consecutive terms of office (i.e. for 18 years) starting from the first renewal of the corporate body after its entry into force (1 January 2020).

It is specified that the Conversion Law and the Budget Law – which, as mentioned, on this point contain different provisions – have equal rank and, therefore, the Budget Law, as it came later, rescinds the Conversion Law.

In particular, pursuant to the amended articles 147-ter, paragraph 1-ter and 148, paragraph 1-bis, of Legislative Decree no. 58 of 24 February 1998 ("CLF"), as amended by the referenced Budget Law, the Bylaws must (i) establish that, for six consecutive terms of office, the less represented gender shall make up at least two fifths of the directors and standing auditors; (ii) govern the procedures for compiling the slates and cases of substitution during the term of office in order to ensure compliance with the aforementioned criterion. Without prejudice to the division criterion of at least one fifth laid down in article 2 of Law 120/2011, for the first renewal after the first day of trading.

The aforementioned articles also define a structured and progressive system of penalties where the composition of the corporate body resulting from the election does not comply with the division criterion laid down.

In order to incorporate the preceding legislative changes, amendments are proposed for art. 10 (and article 16 for the Board of Statutory Auditors) merely to align with the amended art. 147-ter of the CLF. Specifically, on the basis of Consob Decision no. 1/20 of 30 January 2020, it has been clarified that slates that contain a number of candidates equal to three must include candidates of different genders (one of which will necessarily be higher in number than the other), while slates containing a number of candidates equal to or higher than four must contain candidates of different genders at least matching the minimum laid down in statutory and/or regulatory provisions as in force at the time, in accordance with what is stated in the Shareholders' Meeting call notice.

The Shareholders' Meeting call notice, as now, will therefore each time contain the necessary indications to shareholders for the submission of slates of candidates in compliance with the Bylaws and provisions of the law. It seems appropriate to maintain the reference to the call notice to avoid introducing overly complex clauses into the company Bylaws in order to ensure compliance with the

division criteria and to avoid subsequent amendments to the text of the Bylaws if the provisions that govern the matter should change.

In addition (new fifteenth paragraph with subsequent renumbering of subsequent paragraphs), a provision was also included under which the Board of Directors (at its first meeting after renewal) shall appoint the Chairman if the Shareholders' Meeting has not made this appointment. In line with what is proposed in art 9. (shareholders' meeting) the same mechanism used to replace the Chairman if he/she is absent or unable to perform his/her duties is also proposed for the chairmanship of the meetings of the Board of Directors.

Article 11: Making use of the powers provided by law, it is proposed to extend the duties attributed to the Board of Directors for cases of incorporation into Pirelli or demergers in favour of Pirelli of companies in which Pirelli itself owns at least 90 per cent of the shares or quotas and to reduce the share capital in the case of the withdrawal of the shareholder in the cases permitted by law, in order to simplify the approval procedure for some transactions without however compromising the relative information systems established by law to protect shareholders.

The Board of Directors is also explicitly attributed the power to appoint or dismiss General Managers, Deputy General Managers, Directors and Deputy Directors, determining their powers and duties, with the Board itself having the right to refer the appointment and dismissal of Directors and Deputy Directors to the Chief Executive Officers and General Managers.

Article 12: Alongside a merely formal amendment ("The Chairman (or the person acting in his place) shall give advance notice of the matters to be discussed…"), it is proposed to extend the duty of issuing copies or extracts of board minutes not drafted by a notary also to the Secretary of the meeting (in addition to the Chairman).

Article 13: The proposed amendments to art. 13 (as mentioned above for articles 9 and 10 in particular) also establish that the Vice Chairman (if appointed), like

the Chairman and Chief Executive Officer, may represent the Company to third parties.

Article 16 (Board of Statutory Auditors)

Article 16: Referring to the considerations made in relation to the proposed amendment to art. 10 on gender quotas, the provision that establishes the minimum quota of the less represented gender for the Board of Statutory Auditors in compliance with the amended art. 148 of the CLF has been aligned with art. 16. Specifically, slates containing three or more candidates must include a number of candidates of different gender that at least satisfies the minimum required by law and/or any regulations in force at the time, as specified in the notice of call issued for the Meeting.

***

Taking into account all of the above, it is proposed, in the terms set out below, to make the amendments to articles 6, 9, 10, 11, 12, 13 and 16 of the Company Bylaws of Pirelli.

2) Comparison of the articles of the Bylaws for which amendment is requested

***

The comparison of the current text of the articles of the Bylaws for which amendment is proposed with the text submitted for your approval is contained in the following resolution proposal.

3) Assessments of the Board of Directors on any recurrence of the right to withdraw

***

The Board of Directors is of the view that the bylaw amendments described above do not result in the right to withdraw for Shareholders under art. 2437 of the Italian Civil Code.

4) Resolution proposal

On the basis of the foregoing, the Board of Directors submits for your approval the following resolution proposals:

"the extraordinary shareholders' meeting of Pirelli & C. S.p.A.,

having examined the Directors' Report outlining the proposed amendments of articles 6 (Share Capital), 9 (Shareholders' Meeting), 10, 11, 12, 13 (Management of the Company) and 16 (Board of Statutory Auditors) of the company Bylaws

RESOLVED

1) to amend articles 6 (Share Capital), 9 (Shareholders' Meeting), 10, 11, 12, 13 (Management of the Company) and 16 (Board of Statutory Auditors) of the Company Bylaws of Pirelli as follows:

CURRENT TEXT	PROPOSED TEXT
SHARE	SHARE
CAPITAL	CAPITAL
Article 6	Article 6
6.1 All shares are nominal. The issue of share	6.1 All shares are nominal. The issue of share
certificates is excluded, given that the Company	certificates is excluded, given that the Company
is	is
subject	subject
to	to
the	the
procedure	procedure
of	of
obligatory	obligatory
dematerialization of its financial instruments.	dematerialization of its financial instruments.
6.2 The statutory provisions on representation,	6.2 The statutory provisions on representation,
capacity, circulation of the capital contribution	capacity, circulation of the capital contribution
relating	relating
to	to
securities	securities
traded	traded
on	on
regulated	regulated
markets shall apply to the shares constituting the	markets shall apply to the shares constituting the
share capital.	share capital.
6.3 Any introduction or removal of restrictions on	6.3 Any introduction or removal of restrictions on
the circulation of shares does not award the right	the circulation of shares does not award the right
of withdrawal to shareholders who do not take	of withdrawal to shareholders who do not take
part in the approval of the relating resolution.	part in the approval of the relating resolution.
6.4	6.4
In case of joint ownership of shares, the	In case of joint ownership of shares, the
rights of the joint owners shall be exercised by a	rights of the joint owners shall be exercised by a
common representative. The ownership of a	common representative. The ownership of a
share determines acceptance of the by-laws.	share determines acceptance of the by-laws.
6.5	6.5
The Company may issue, pursuant to	The Company may issue, pursuant to
applicable law, special shares with different	applicable law, special shares with different
rights also with respect to sharing of losses,	rights also with respect to sharing of losses,

establishing their content in the resolution of issuance.	establishing their content in the resolution of issuance. 6.6 The issue of bonds is resolved by the directors in accordance with and pursuant to law.
SHAREHOLDERS' MEETINGS	SHAREHOLDERS' MEETINGS
Article 9	Article 9
9.1 Ordinary and Extraordinary Shareholders' Meetings are chaired by the Chairman of the Board of Directors or, if absent or unavailable, by the Chief Executive Officer. If the above persons are absent, the chair is taken by another person appointed by a majority of the share capital represented at the Meeting. 9.2 The Chairman shall be assisted by a Secretary who is to be appointed with the favourable vote of the majority of the capital represented at the meeting and need not be a shareholder; there is no need to appoint a Secretary when a notary public is designated to draw up the minutes of the meeting. 9.3 The Chairman of the shareholders' meeting shall chair the meeting and govern its proceedings in compliance with the law and these By-laws. To this end, the Chairman shall, amongst other things: verify that the meeting is duly constituted; ascertain the identity of those present and their right to attend, including by proxy; ascertain the legal quorum for passing resolutions; direct the business, including by establishing a different order for the discussion of the items listed on the agenda in the notice convening the meeting. The Chairman also adopts suitable measures to ensure orderly discussions and voting, determining the related procedures and checking the results.	9.1 Ordinary and extraordinary shareholders' meetings shall be chaired by the Chairman of the Board of Directors, or, in case the Chairman is absent or unable to perform his/her duties, in turn by the Vice Chairman or by the CEO. In the absence or inability to perform their duty by all of the aforementioned individuals, the meeting shall be chaired by another person elected with the favourable vote of the majority of the capital represented at the meeting. 9.2 The Chairman shall be assisted by a Secretary who is to be appointed with the favourable vote of the majority of the capital represented at the meeting and need not be a shareholder; there is no need to appoint a Secretary when a notary public is designated to draw up the minutes of the meeting. 9.3 The Chairman of the shareholders' meeting shall chair the meeting and govern its proceedings in compliance with the law and these By-laws. To this end, the Chairman shall, amongst other things: verify that the meeting is duly constituted; ascertain the identity of those present and their right to attend, including by proxy; ascertain the legal quorum for passing resolutions; direct the business, including by establishing a different order for the discussion of the items listed on the agenda in the notice convening the meeting. The Chairman also adopts suitable measures to ensure orderly discussions and voting, determining the related procedures and checking the results.
9.4 The resolutions of shareholders' meetings shall be recorded in the minutes that must be signed by the Chairman of the meeting and by the Secretary or the notary public. 9.5 The minutes of extraordinary shareholders' meetings must be drawn up by a notary public appointed by the Chairman of the meeting. 9.6 Any copies of and extracts from minutes that have not been drawn up by a notary public shall be certified as true copies by the Chairman of	9.4 The resolutions of shareholders' meetings shall be recorded in the minutes that must be signed by the Chairman of the meeting and by the Secretary or the notary public. 9.5 The minutes of extraordinary shareholders' meetings must be drawn up by a notary public appointed by the Chairman of the meeting. 9.6 Any copies of and extracts from minutes that have not been drawn up by a notary public shall be certified as true copies by the Chairman of

the Board of Directors.	the Board of Directors.
MANAGEMENT	MANAGEMENT
OF	OF
THE	THE
COMPANY	COMPANY
Article 10	Article 10
10.1 The Company shall be managed by a	10.1 The Company shall be managed by a
Board of Directors composed of up to fifteen	Board of Directors composed of up to fifteen
members who shall remain in office for three	members who shall remain in office for three
financial years and may be re-elected.	financial years and may be re-elected.
10.2 The Board of Directors is appointed on the	10.2 The Board of Directors is appointed on the
basis of slates presented by the shareholders	basis of slates presented by the shareholders
pursuant to the following paragraphs hereof, in	pursuant to the following paragraphs hereof, in
which the candidates are listed by consecutive	which the candidates are listed by consecutive
number.	number.
The slates presented by shareholders, signed by	The slates presented by shareholders, signed by
those submitting them, must be filed at the	those submitting them, must be filed at the
registered offices of the Company at least	registered offices of the Company at least
twenty-five days prior to the date fixed for the	twenty-five days prior to the date fixed for the
Meeting called to resolve on the appointment of	Meeting called to resolve on the appointment of
Board members. They are made available to the	Board members. They are made available to the
public at the registered office, on the Company	public at the registered office, on the Company
website and in the other ways specified by	website and in the other ways specified by
Consob regulations at least 21 days before the	Consob regulations at least 21 days before the
date of the general meeting.	date of the general meeting.
10.4	10.4
Each	Each
shareholder	shareholder
may	may
present	present
or	or
contribute to the presentation of just one slate	contribute to the presentation of just one slate
and each candidate may be included in just one	and each candidate may be included in just one
slate, subject otherwise to becoming ineligible.	slate, subject otherwise to becoming ineligible.
10.5 Only shareholders who, alone or together	10.5 Only shareholders who, alone or together
with other shareholders, hold a total number of	with other shareholders, hold a total number of
shares representing at least 1 percent of the	shares representing at least 1 percent of the
share capital entitled to vote at the ordinary	share capital entitled to vote at the ordinary
shareholders' meeting or the minor percentage,	shareholders' meeting or the minor percentage,
according	according
to	to
the	the
regulations	regulations
issued	issued
by	by
Commissione Nazionale per le Società e la	Commissione Nazionale per le Società e la
Borsa, are entitled to submit slates, subject to	Borsa, are entitled to submit slates, subject to
their proving ownership of the number of shares	their proving ownership of the number of shares
needed for the presentation of slates within the	needed for the presentation of slates within the
term specified for their publication by the	term specified for their publication by the
Company.	Company.
10.6 Each slate filed must be accompanied by	10.6 Each slate filed must be accompanied by
acceptances of nomination and declarations	acceptances of nomination and declarations
from each candidate confirming, under their own	from each candidate confirming, under their own
responsibility, that there are no reasons making	responsibility, that there are no reasons making
them ineligible for or incompatible with the role,	them ineligible for or incompatible with the role,
and	and
that	that
they	they
satisfy	satisfy
any	any
requirements	requirements
established for the role concerned. Together	established for the role concerned. Together
with such statements, a curriculum vitae must be	with such statements, a curriculum vitae must be
filed for each candidate, including their relevant	filed for each candidate, including their relevant
personal and professional data and mentioning	personal and professional data and mentioning
the offices held in management and supervisory	the offices held in management and supervisory

bodies of other companies and their satisfaction of the requisites of independence prescribed for directors of listed companies by the law or by the governance code endorsed by the Company. In order to ensure gender balance, slates containing a number of candidates equal to or higher than three must contain a number of candidates of the less represented gender at least matching the minimum laid down in statutory and/or regulatory provisions as in force at the time, in accordance with what will be stated in the notice of the Shareholders' Meeting. Any changes that occur up to the date of the Shareholders' meeting must be promptly notified to the Company.	bodies of other companies and their satisfaction of the requisites of independence prescribed for directors of listed companies by the law or by the governance code endorsed by the Company. In order to ensure gender balance, slates that contain a number of candidates equal to or higher than three must include candidates of different genders, while the slates containing a number of candidates equal to or higher than four must contain a number of candidates of the less represented gender at least matching the minimum laid down in statutory and/or regulatory provisions as in force at the time, in accordance with what will be stated in the notice of the Shareholders' Meeting. Any changes that occur up to the date of the Shareholders' meeting must be promptly notified to the Company.
10.7 Any slates submitted without complying	10.7 Any slates submitted without complying
with	with
the	the
foregoing	foregoing
provisions	provisions
shall	shall
be	be
disregarded.	disregarded.
10.8 Each person entitled to vote may vote for	10.8 Each person entitled to vote may vote for
only one slate.	only one slate.
10.9 (A) The Board of Directors is elected as	10.9 (A) The Board of Directors is elected as
specified below:	specified below:
a) four-fifths of the directors to be elected are	a) four-fifths of the directors to be elected are
chosen from the slate which obtains the	chosen from the slate which obtains the
highest	highest
number	number
of	of
votes	votes
cast	cast
by	by
the	the
shareholders, in the order in which they are	shareholders, in the order in which they are
listed on the slate; in the event of a fractional	listed on the slate; in the event of a fractional
number, it is rounded-down to the nearest	number, it is rounded-down to the nearest
whole number;	whole number;
b) the remaining directors are chosen from the	b) the remaining directors are chosen from the
other slates; to this end, the votes obtained	other slates; to this end, the votes obtained
by the various slates are divided by whole	by the various slates are divided by whole
progressive numbers from one up to the	progressive numbers from one up to the
number of directors to be elected. The	number of directors to be elected. The
quotients thus obtained are assigned to the	quotients thus obtained are assigned to the
candidates on each slate in the order they	candidates on each slate in the order they
are respectively listed thereon. On the basis	are respectively listed thereon. On the basis
of the quotients assigned, the candidates on	of the quotients assigned, the candidates on
the various slates are ranked in a single list	the various slates are ranked in a single list
in	in
decreasing	decreasing
order.	order.
Those	Those
who	who
have	have
obtained the highest quotient are elected.	obtained the highest quotient are elected.
Should several candidates obtain the same	Should several candidates obtain the same
quotient, the candidate elected will be drawn	quotient, the candidate elected will be drawn
from the slate that has not yet elected a	from the slate that has not yet elected a
director or that has elected the smallest	director or that has elected the smallest
number of directors.	number of directors.
If none of such slates has as yet elected a	If none of such slates has as yet elected a
director or they have all elected the same	director or they have all elected the same
number of directors, the candidate from the	number of directors, the candidate from the
slate which obtained the highest number of	slate which obtained the highest number of

votes is elected. If the different slates obtain the same number of votes and their candidates are assigned the same quotients, a new vote is held by the entire shareholders' meeting and the candidate who obtains the simple majority of the votes is elected.

(B) If only one slate is presented, all directors shall be elected from the only slate that was presented.

10.10 The appointment of the Board of Directors must take place in compliance with the rules on gender balance in force at the time. Should application of the slate voting mechanism not ensure the minimum number of directors belonging to the less represented gender set out by laws and/or regulations in force at the time, the candidate belonging to the most represented gender and elected, indicated in twelfth place in the slate that obtained the largest number of votes, shall be replaced by the first candidate belonging to the less represented gender not already elected, drawn from that slate pursuant to the sequential order of presentation and so on, for each slate (solely for slates that contain three or more candidates) until the minimum number of directors belonging to the less represented gender has been obtained. Lastly, if the above procedure does not ensure the result specified above, the replacement shall be made by resolution of the Shareholders' Meeting, adopted by the relative majority of the votes expressed, following presentation of the candidacies of persons belonging to the less represented gender.

10.11 Should application of the slate voting mechanism not obtain the minimum number of independent directors envisaged by the laws and/or regulations in force, the non-independent candidate elected indicated with the highest progressive number in the slate that obtained the largest number of votes shall be replaced by the first independent candidate not already elected from that slate following the sequential order of presentation, and so on for each slate until the minimum number of independent directors has been obtained, in all cases in compliance with the laws and/or regulations governing gender balance in force at the time.

10.12 When appointing directors who, for whatsoever reason were not appointed under the voting procedure established herein, the shareholders' meeting shall vote on the basis of the majorities required by law, without prejudice, votes is elected. If the different slates obtain the same number of votes and their candidates are assigned the same quotients, a new vote is held by the entire shareholders' meeting and the candidate who obtains the simple majority of the votes is elected.

(B) If only one slate is presented, all directors shall be elected from the only slate that was presented.

10.10 The appointment of the Board of Directors must take place in compliance with the rules on gender balance in force at the time. If applying the slate voting procedure fails to secure the minimum number of directors of the less represented gender that is required by the statutory and/or regulatory rules in force at the time, the last appointed candidate of the more represented gender indicated on the slate that attracts most votes shall be substituted by the non-appointed candidate of the less represented gender, drawn from the same slate on the basis of their progressive order of presentation, and so on, slate by slate (solely with regard to slates with a number of candidates equal to or more than three), until the minimum number of directors of the less represented gender is reached. If at the end, said procedure does not secure the result just indicated, the substitution will be made through a resolution of the shareholders' meeting voted by a relative majority, subject to the nomination of persons of the less represented gender.

10.11 Should application of the slate voting mechanism not obtain the minimum number of independent directors envisaged by the laws and/or regulations in force, the non-independent candidate elected indicated with the highest progressive number in the slate that obtained the largest number of votes shall be replaced by the first independent candidate not already elected from that slate following the sequential order of presentation, and so on for each slate until the minimum number of independent directors has been obtained, in all cases in compliance with the laws and/or regulations governing gender balance in force at the time. 10.12 When appointing directors who, for whatsoever reason were not appointed under the voting procedure established herein, the shareholders' meeting shall vote on the basis of the majorities required by law, without prejudice,

whatever the circumstances, to the	whatever the circumstances, to the
requirements of independence set forth by these	requirements of independence set forth by these
By-Laws and to the compliance with the gender	By-Laws and to the compliance with the gender
balance as provided by law and/or regulation in	balance as provided by law and/or regulation in
force at the time.	force at the time.
10.13 If one or more vacancies occur on the	10.13 If one or more vacancies occur on the
Board during the course of the financial year, the	Board during the course of the financial year, the
procedure established in article 2386 of the	procedure established in article 2386 of the
Italian Civil Code shall be followed, without	Italian Civil Code shall be followed, without
prejudice, whatever the circumstances, to	prejudice, whatever the circumstances, to
compliance with the gender balance as provided	compliance with the gender balance as provided
by law and/or regulation in force at the time.	by law and/or regulation in force at the time.
Whenever the majority of the members of the	Whenever the majority of the members of the
Board of Directors elected by the Shareholders'	Board of Directors elected by the Shareholders'
Meeting leaves office for any cause or reason	Meeting leaves office for any cause or reason
whatsoever, the remaining Directors will be	whatsoever, the remaining Directors will be
deemed to have resigned and their resignation	deemed to have resigned and their resignation
will become effective the moment a	will become effective the moment a
shareholders' meeting convened on an urgent	shareholders' meeting convened on an urgent
basis elects a new Board of Directors.	basis elects a new Board of Directors.
10.14 Loss of the independence requirements	10.14 Loss of the independence requirements
by a director is not a cause of removal if the	by a director is not a cause of removal if the
number of directors still in possession of the	number of directors still in possession of the
legal independence requirements is not lower	legal independence requirements is not lower
than the minimum specified by the laws and/or	than the minimum specified by the laws and/or
regulations in force.	regulations in force.
	10.15 At its first meeting, the Board of
	Directors shall appoint a Chairman, if the
	shareholders' meeting has not already done
	so, and if necessary, a Vice Chairman.
10.15 If the Chairman is absent or unavailable,	10.16 In case of absence or impediment of the
the Chief Executive Officer chairs the meeting; if	Chairman to perform his/her duties, in turn, the
the latter is also absent or unavailable, the	Vice Chairman or the CEO shall act in his/her
meeting is chaired by another director appointed	stead; should he/shethey be absent or could not
by the majority of those present.	attend the board, another director, elected by the
	majority of the attendees may act in his/hertheir
	stead.
10.16 The Board of Directors shall appoint a	10.1617 The Board of Directors shall appoint a
Secretary, who need not be a director.	Secretary, who need not be a director.
10.17 Until the shareholders' meeting resolves	10.1718 Until the shareholders' meeting
otherwise, the directors shall not be subject to	resolves otherwise, the directors shall not be
the prohibition contemplated in article 2390 of	subject to the prohibition contemplated in article
the Italian Civil Code.	2390 of the Italian Civil Code.
Article 11	Article 11
11.1 The Board of Directors shall conduct the	11.1 The Board of Directors shall conduct the
management of the company and is accordingly	management of the company and is accordingly
vested with the broadest powers of	vested with the broadest powers of
administration, except for those remitted by law	administration, except for those remitted by law
or by these By-laws to the authority of the	or by these By-laws to the authority of the

shareholders' meeting. 11.2 Within the limits established by law, the Board of Directors shall be authorized to decide on the amendment of the By-laws to conform with statutory provisions, the relocation of the Company's registered office within Italy, and the opening and closing of secondary headquarters, subsidiaries, technical and administrative, branches, management offices, agencies and satellite offices, in Italy and abroad.	shareholders' meeting. 11.2 Within the limits established by law, the Board of Directors shall resolve on the incorporation into Pirelli & C. S.p.A. or demerger in favour of Pirelli & C. S.p.A. of the companies in which Pirelli & C. S.p.A. owns at least the 90 percent of the shares or quotas, on the reduction of the share capital in the event of withdrawal of the shareholder in the cases permitted by law, on the amendment of the By-laws to conform with statutory provisions, the relocation of the Company's registered office within Italy, and the opening and closing of secondary headquarters, subsidiaries, technical and administrative,
11.3 In case of urgent matters, transactions with related parties of greater or lesser importance, as defined in the Procedure for related-party transactions adopted by the Board of Directors of the Company, which do not pertain to the shareholders' meeting and need not be approved thereby, may be entered into also by derogating from the respective authorization processes required in the Procedure, as long as this happens at the terms laid down therein. 11.4 The Board of Directors and the Board of Statutory Auditors shall be kept informed, also by corporate bodies with delegated powers, on the activities carried out, the general performance of operations and their foreseeable development, and the transactions of material economic, financial and equity-related significance concluded by the Company or its subsidiaries; in particular, said corporate bodies with delegated powers shall report on transactions in which they have an interest, directly or on behalf of third parties, or that are influenced by the party that performs management and coordination activities, if any. Such reports shall be made promptly, on a quarterly basis at the least, in a written memorandum. 11.5 For the ordinary management of the Company, the Board of Directors delegates management powers to a director who shall be	branches, management offices, agencies and satellite offices, in Italy and abroad. 11.3 In case of urgent matters, transactions with related parties of greater or lesser importance, as defined in the Procedure for related-party transactions adopted by the Board of Directors of the Company, which do not pertain to the shareholders' meeting and need not be approved thereby, may be entered into also by derogating from the respective authorization processes required in the Procedure, as long as this happens at the terms laid down therein. 11.4 The Board of Directors and the Board of Statutory Auditors shall be kept informed, also by corporate bodies with delegated powers, on the activities carried out, the general performance of operations and their foreseeable development, and the transactions of material economic, financial and equity-related significance concluded by the Company or its subsidiaries; in particular, said corporate bodies with delegated powers shall report on transactions in which they have an interest, directly or on behalf of third parties, or that are influenced by the party that performs management and coordination activities, if any. Such reports shall be made promptly, on a quarterly basis at the least, in a written memorandum. 11.5 For the ordinary management of the Company, the Board of Directors delegates management powers to a director who shall be
the CEO, with legal representation of the Company for the powers delegated. 11.6 The Board of Directors may establish one or more committees with consulting and propositional functions, also for purposes of adjusting the corporate governance structure in	the CEO, with legal representation of the Company for the powers delegated. 11.6 The Board of Directors may establish one or more committees with consulting and propositional functions, also for purposes of adjusting the corporate governance structure in

line with the recommendations issued from time to time by the pertinent authorities. 11.7 The Board of Directors shall appoint - with the consent of the Board of Statutory Auditors - the manager responsible for preparing the Company's financial reports. His office shall expire at the same time as that of the Board of Directors that appointed him/her, unless annulment for good cause, with the consent of the Board of Statutory Auditors. 11.8 The manager responsible for preparing the Company's financial reports must be an expert on administration, finances and auditing of companies and satisfy the integrity qualifications required to be a directors. Failing of such qualifications shall determine the termination of the office to be resolved by the Board of Directors within thirty days since the acknowledgement of the defect.	line with the recommendations issued from time to time by the pertinent authorities. 11.7 The Board of Directors shall appoint - with the consent of the Board of Statutory Auditors - the manager responsible for preparing the Company's financial reports. His office shall expire at the same time as that of the Board of Directors that appointed him/her, unless annulment for good cause, with the consent of the Board of Statutory Auditors. 11.8 The manager responsible for preparing the Company's financial reports must be an expert on administration, finances and auditing of companies and satisfy the integrity qualifications required to be a directors. Failing of such qualifications shall determine the termination of the office to be resolved by the Board of Directors within thirty days since the acknowledgement of the defect. 11.9 The Board of Directors can appoint and revoke General Managers, Deputy General Managers, Directors and Deputy Directors, determining their powers and competences. The appointment and dismissal of Directors and Deputy Directors may be granted by the Board of Directors to Chief Executive Officers and General Managers.
Article 12	Article 12
12.1 The Board shall meet, at the invitation of the Chairman or whoever acts in his/her stead, at the Company's registered office or at any other venue stated in the letter of convocation, whenever he/she deems it appropriate in the best interests of the Company or receives a written request to do so from the CEO or one fifth of the directors in office. 12.2 The meeting of the Board of Directors can also be convened by the Board of Statutory Auditors, or by a single Statutory auditor, subject to prior notice given to the Chairman of the Board of Directors. 12.3 The Chairman shall give advance notice of the matters to be discussed at Board meetings and arrange for adequate information on the questions to be examined to be provided to all the directors, taking account of the circumstances of each case. 12.4 Board meetings shall be called by letter, telegram, fax or e-mail, to be sent to each	12.1 The Board shall meet, at the invitation of the Chairman or whoever acts in his/her stead, at the Company's registered office or at any other venue stated in the letter of convocation, whenever he/she deems it appropriate in the best interests of the Company or receives a written request to do so from the CEO or one fifth of the directors in office. 12.2 The meeting of the Board of Directors can also be convened by the Board of Statutory Auditors, or by a single Statutory auditor, subject to prior notice given to the Chairman of the Board of Directors. 12.3 The Chairman (or the person acting in his place) shall give advance notice of the matters to be discussed at Board meetings and arrange for adequate information on the questions to be examined to be provided to all the directors, taking account of the circumstances of each case. 12.4 Board meetings shall be called by letter, telegram, fax or e-mail, to be sent to each

director and standing member of the Board of Statutory Auditors at least five days prior (or in urgent cases, with at least six hours' notice) to the date scheduled for the meeting. 12.5 Even when a Board meeting is not formally called, resolutions of the Board of Directors shall nevertheless be valid if adopted in the presence of all the Board members in office and all the standing members of the Board of Statutory Auditors. 12.6 Board meetings may, if the Chairman or whoever acts in his/her stead verifies the necessity, be attended by means of telecommunications systems that permit all attendees to participate in the discussion and obtain information on an equal basis. 12.7 The meetings of the Board of Directors shall be considered held at the place in which the Chairman and the Secretary shall be simultaneously located. 12.8 Resolutions of the Board of Directors shall only be valid if adopted in the presence of the majority of Board members and by majority vote. 12.9 Resolutions of the Board of Directors, including those adopted at meetings held via telecommunications, must be recorded in a specific minutes book and signed by the Chairman and the Secretary of the meeting. Any copies of and extracts from minutes that have not been drawn up by a notary public shall be certified as true copies by the Chairman.	director and standing member of the Board of Statutory Auditors at least five days prior (or in urgent cases, with at least six hours' notice) to the date scheduled for the meeting. 12.5 Even when a Board meeting is not formally called, resolutions of the Board of Directors shall nevertheless be valid if adopted in the presence of all the Board members in office and all the standing members of the Board of Statutory Auditors. 12.6 Board meetings may, if the Chairman or whoever acts in his/her stead verifies the necessity, be attended by means of telecommunications systems that permit all attendees to participate in the discussion and obtain information on an equal basis. 12.7 The meetings of the Board of Directors shall be considered held at the place in which the Chairman and the Secretary shall be simultaneously located. 12.8 Resolutions of the Board of Directors shall only be valid if adopted in the presence of the majority of Board members and by majority vote. 12.9 Resolutions of the Board of Directors, including those adopted at meetings held via telecommunications, must be recorded in a specific minutes book and signed by the Chairman and the Secretary of the meeting. Any copies of and extracts from minutes that have not been drawn up by a notary public shall be certified as true copies by the Chairman or by the Secretary.
Article 13	Article 13
13.1 The legal representation of the company vis-à-vis third parties and in court proceedings shall pertain severally to the Chairman of the Board of Directors and, within the limits of the powers granted by the Board of Directors, to the CEO, if appointed. 13.2 Each of the aforementioned shall in any event be vested with all powers to bring legal actions and file petitions before any judicial authority and at all levels of jurisdiction, including in appeal and Supreme Court proceedings, to file statements and charges in criminal cases, to sue on behalf of the Company in criminal proceedings, to bring legal proceedings and file petitions before all administrative jurisdictions, to intervene and protect the company's interests in any proceedings and claims concerning the	13.1 The legal representation of the company vis-à-vis third parties and in court proceedings shall pertain severally to the Chairman of the Board of Directors and, within the limits of the powers granted by the Board of Directors, to the Vice Chairman and to the CEO, if appointed. 13.2 Each of the aforementioned shall in any event be vested with all powers to bring legal actions and file petitions before any judicial authority and at all levels of jurisdiction, including in appeal and Supreme Court proceedings, to file statements and charges in criminal cases, to sue on behalf of the Company in criminal proceedings, to bring legal proceedings and file petitions before all administrative jurisdictions, to intervene and protect the company's interests in any proceedings and claims concerning the

company and to grant the mandates and powers of attorney required for such purpose. 13.3 The Board of Directors and, within the limits of the powers granted to them by said Board, the Chairman of the Board and, if appointed, and the CEO shall be authorized to grant the power to represent the Company vis-à-vis third parties and in court proceedings to managers and staff in general and, when necessary, to third parties.	company and to grant the mandates and powers of attorney required for such purpose. 13.3 The Board of Directors and, within the limits of the powers granted to them by said Board, the Chairman of the Board and, if appointed, the Vice Chairman and the CEO shall be authorized to grant the power to represent the Company vis-à-vis third parties and in court proceedings to managers and staff in general and, when necessary, to third parties.
BOARD	BOARD
OF	OF
STATUTORY	STATUTORY
AUDITORS	AUDITORS
Article 16	Article 16
16.1 The Board of Statutory Auditors shall be	16.1 The Board of Statutory Auditors shall be
composed of five effective and three alternate	composed of five effective and three alternate
auditors, who must be in possession of the	auditors, who must be in possession of the
requisites established under applicable laws and	requisites established under applicable laws and
regulations; to this end, it shall be borne in mind	regulations; to this end, it shall be borne in mind
that the fields and sectors of business closely	that the fields and sectors of business closely
connected with those of the Company are those	connected with those of the Company are those
stated in the Company's purpose, with particular	stated in the Company's purpose, with particular
reference	reference
to	to
companies	companies
or	or
corporations	corporations
operating in the financial, industrial, banking,	operating in the financial, industrial, banking,
insurance and real estate sectors and in the	insurance and real estate sectors and in the
services field in general.	services field in general.
16.2 The ordinary shareholders' meeting shall	16.2 The ordinary shareholders' meeting shall
elect the Board of Statutory Auditors and	elect the Board of Statutory Auditors and
determine	determine
its	its
remuneration.	remuneration.
The	The
minority	minority
shareholders shall be entitled to appoint one	shareholders shall be entitled to appoint one
effective auditor and one alternate auditor.	effective auditor and one alternate auditor.
16.3 The Board of Statutory Auditors shall be	16.3 The Board of Statutory Auditors shall be
appointed in compliance with applicable laws	appointed in compliance with applicable laws
and regulations and with the exception of the	and regulations and with the exception of the
provisions of paragraph 17 of this article 16, on	provisions of paragraph 17 of this article 16, on
the	the
basis	basis
of	of
slates	slates
presented	presented
by	by
the	the
shareholders in which candidates are listed by	shareholders in which candidates are listed by
consecutive number.	consecutive number.
16.4 Each slate shall contain a number of	16.4 Each slate shall contain a number of
candidates which does not exceed the number	candidates which does not exceed the number
of members to be appointed.	of members to be appointed.
16.5 Shareholders who, alone or together with	16.5 Shareholders who, alone or together with
other shareholders, represent at least 1 percent	other shareholders, represent at least 1 percent
of the shares with voting rights in the ordinary	of the shares with voting rights in the ordinary
shareholders' meeting or the minor percentage,	shareholders' meeting or the minor percentage,
according	according
to	to
the	the
regulations	regulations
issued	issued
by	by
Commissione Nazionale per le Società e la	Commissione Nazionale per le Società e la
Borsa for the submission of slates for the	Borsa for the submission of slates for the
appointment of the Board of Directors shall be	appointment of the Board of Directors shall be
entitled to submit slates.	entitled to submit slates.
16.6 Each shareholder may present or take part	16.6 Each shareholder may present or take part

in the presentation of only one slate.	in the presentation of only one slate.
The slates of candidates, signed by those	16.7 The slates of candidates, signed by those
presenting them, must be filed at the registered	presenting them, must be filed at the registered
offices of the Company at least twenty-five days	offices of the Company at least twenty-five days
prior to the date fixed for the Meeting called to	prior to the date fixed for the Meeting called to
appoint the members of the Board of Statutory	appoint the members of the Board of Statutory
Auditors, unless more time is allowed for the	Auditors, unless more time is allowed for the
presentation of candidates in the cases	presentation of candidates in the cases
envisaged by law and/or the regulations. They	envisaged by law and/or the regulations. They
are made available to the public at the registered	are made available to the public at the registered
office, on the Company website and in the other	office, on the Company website and in the other
ways specified by Commissione Nazionale per	ways specified by Commissione Nazionale per
la Società e la Borsa regulations at least 21 days	la Società e la Borsa regulations at least 21 days
before the date of the general meeting.	before the date of the general meeting.
Without limitation to any further documentation	Without limitation to any further documentation
required by applicable rules, including any	required by applicable rules, including any
regulatory provisions, a personal and	regulatory provisions, a personal and
professional curriculum including also the offices	professional curriculum including also the offices
held in management and supervisory bodies of	held in management and supervisory bodies of
other companies, of the individuals standing for	other companies, of the individuals standing for
election must accompany the slates together	election must accompany the slates together
with the statements in which the individual	with the statements in which the individual
candidates agree to:	candidates agree to:
- their nomination	- their nomination
- declare, under their own liability, that	- declare, under their own liability, that
there are no grounds for their ineligibility	there are no grounds for their ineligibility
or incompatibility, and that they meet the	or incompatibility, and that they meet the
requisites prescribed by law, by these	requisites prescribed by law, by these
By-laws and by regulation for the	By-laws and by regulation for the
position.	position.
Any changes that occur up to the date of the	Any changes that occur up to the date of the
Shareholders' meeting must be promptly notified	Shareholders' meeting must be promptly notified
to the Company.	to the Company.
16.8 Any slates submitted without complying	16.8 Any slates submitted without complying
with the foregoing provisions shall be	with the foregoing provisions shall be
disregarded.	disregarded.
16.9 Each candidate may appear on only one	16.9 Each candidate may appear on only one
slate, on penalty of losing the right to be elected.	slate, on penalty of losing the right to be elected.
16.10 Each slate comprises two sections: one	16.10 Each slate comprises two sections: one
for candidates for the office of standing Auditor	for candidates for the office of standing Auditor
and the other for candidates to the position of	and the other for candidates to the position of
alternate Auditor. The first candidate in each	alternate Auditor. The first candidate in each
section shall be selected from among those	section shall be selected from among those
registered in the Register of Chartered	registered in the Register of Chartered
Accountants who has worked on external audits	Accountants who has worked on external audits
for a period of not less than three years. In	for a period of not less than three years. In
compliance with the regulations in force from	compliance with the current provisions
time to time concerning gender balance, slates -	relating to gender balance,In order to ensure
considering both sections - that contain three or	gender balance, slates that - taking account of
more candidates must include candidates of	both sections - present a number of candidates
different gender both in the section of the slate	equal to or exceeding three, must include
for standing auditors the section for alternate	candidates of each gender at least to the
auditors.	minimum extent required by law and / or pro

	tempore regulations in force, as specified in
	the notice of call of the shareholders'
	meeting, both in the section for standing
	statutory auditors and in the section for
	alternates.
16.11 Each person entitled to vote may vote for	16.11 Each person entitled to vote may vote for
only one slate.	only one slate.
16.12 The Board of Statutory Auditors shall be	16.12 The Board of Statutory Auditors shall be
elected as specified below:	elected as specified below:
a) four effective members and two alternate	a) four effective members and two alternate
members shall be chosen from the slate	members shall be chosen from the slate
which obtains the highest number of votes	which obtains the highest number of votes
(known as the majority slate), in the	(known as the majority slate), in the
consecutive order in which they are listed	consecutive order in which they are listed
thereon;	thereon;
b) the remaining standing member and the	b) the remaining standing member and the
other alternate member shall be chosen from	other alternate member shall be chosen from
the slate which obtains the highest number	the slate which obtains the highest number
of votes cast by the shareholders after the	of votes cast by the shareholders after the
first slate (known as the minority slate), in the	first slate (known as the minority slate), in the
consecutive order in which they are listed	consecutive order in which they are listed
thereon; if several slates obtain the same	thereon; if several slates obtain the same
number of votes, a new vote between said	number of votes, a new vote between said
slates will be cast by all those entitled to vote	slates will be cast by all those entitled to vote
attending the meeting, and the candidates	attending the meeting, and the candidates
on the slate which obtains the simple	on the slate which obtains the simple
majority of the votes will be elected.	majority of the votes will be elected.
16.13 The chair of the Board of Statutory	16.13 The chair of the Board of Statutory
Auditors shall pertain to the standing member	Auditors shall pertain to the standing member
listed as the first candidate on the minority slate.	listed as the first candidate on the minority slate.
16.14 Should application of the slate voting	16.14 Should application of the slate voting
mechanism not obtain, considering the standing	mechanism not obtain, considering the standing
and alternate auditors separately, the minimum	and alternate auditors separately, the minimum
number of statutory auditors belonging to the	number of statutory auditors belonging to the
less represented gender envisaged by the laws	less represented gender envisaged by the laws
and/or regulations in force at the time, the	and/or regulations in force at the time, the
candidate belonging to the most represented	candidate belonging to the most represented
gender and elected, indicated with the highest	gender and elected, indicated with the highest
progressive number of each section from the	progressive number of each section from the
slate that obtained the largest number of votes,	slate that obtained the largest number of votes,
is replaced by the first candidate belonging to	is replaced by the first candidate belonging to
the less represented gender not already elected	the less represented gender not already elected
from the same section of that slate, pursuant to	from the same section of that slate, pursuant to
the sequential order of presentation.	the sequential order of presentation.
16.15 The position of a standing auditor which	16.15 The position of a standing auditor which
falls vacant due to his/her death, forfeiture or	falls vacant due to his/her death, forfeiture or
resignation shall be filled by the first alternate	resignation shall be filled by the first alternate
auditor chosen from the same slate as the	auditor chosen from the same slate as the
former. If this replacement does not allow the	former. If this replacement does not allow the
Board of Statutory Auditors to be reconstructed	Board of Statutory Auditors to be reconstructed
in compliance with current regulations, including	in compliance with current regulations, including
those governing gender balance, recourse is	those governing gender balance, recourse is
made to the second alternate auditor drawn from	made to the second alternate auditor drawn from

the same slate. If, subsequently, it becomes necessary to replace another Auditor drawn from the slate that obtained the largest number of votes, recourse is made to the other alternate auditor drawn from the same slate. Should it be necessary to replace the Chairman of the Board of Statutory Auditors, the chair is taken by the second auditor on the same slate as the Chairman to be replaced, always provided that the replacement satisfies the requirements for the position established by law and/or the Articles and complies with the gender balance requirements envisaged by the laws and/or regulations in force at the time; if it is not possible to make replacements in accordance with the above criteria, a Shareholders' Meeting will be called to supplement the Board of Statutory Auditors with resolutions adopted by a relative majority of the votes cast.

16.16 When the shareholders' meeting is required, pursuant to the provisions of the foregoing paragraph or to the law, to appoint the standing and/or alternate members needed to complete the Board of Statutory Auditors, it shall proceed as follows: if auditors elected from the majority slate have to be replaced, the appointment shall be made by relative majority vote without slate constraints, without prejudice, whatever the circumstances, to compliance with the gender balance as provided by law and/or regulation in force at the time; if, however, auditors elected from the minority slate have to be replaced, the shareholders' meeting shall replace them by relative majority vote, selecting them where possible from amongst the candidates listed on the slate on which the auditor to be replaced appeared and in any event in accordance with the principle of necessary representation of minorities to which this By-Laws ensure the right to take part to the appointment of the Board of Statutory Auditors, without prejudice, whatever the circumstances, to compliance with the gender balance as provided by law and/or regulation in force at the time. The principle guaranteeing representation for the minorities is respected if the auditors elected were previously candidates on the minority slate or on slates other than that which, at the time of appointing the Board of Statutory Auditors, obtained the largest number of votes. 16.17 If only one slate is presented, the Shareholders' Meeting votes on it; if the slate obtains a relative majority of the votes cast, the

the same slate. If, subsequently, it becomes necessary to replace another Auditor drawn from the slate that obtained the largest number of votes, recourse is made to the other alternate auditor drawn from the same slate. In the event of the replacement of the Chairman of the Board of Statutory Auditors, the chair shall pertain to the statutory auditor of the same slate as the outgoing Chairman, following the order contained in the slate, subject in all cases to observance of the requirements in law and/or in the Company By-laws for holding that office and to compliance with gender balance as provided by law and/or regulation currently in force; if it proves impossible to effect substitutions and replacements under the foregoing procedures, a shareholders' meeting shall be called to complete the Board of Statutory Auditors which shall adopt resolutions by relative majority vote. 16.16 When the shareholders' meeting is required, pursuant to the provisions of the foregoing paragraph or to the law, to appoint the standing and/or alternate members needed to complete the Board of Statutory Auditors, it shall proceed as follows: if auditors elected from the majority slate have to be replaced, the appointment shall be made by relative majority vote without slate constraints, without prejudice, whatever the circumstances, to compliance with the gender balance as provided by law and/or regulation in force at the time; if, however, auditors elected from the minority slate have to be replaced, the shareholders' meeting shall replace them by relative majority vote, selecting them where possible from amongst the candidates listed on the slate on which the auditor to be replaced appeared and in any event in accordance with the principle of necessary representation of minorities to which this By-Laws ensure the right to take part to the appointment of the Board of Statutory Auditors, without prejudice, whatever the circumstances, to compliance with the gender balance as provided by law and/or regulation in force at the time. The principle guaranteeing representation for the minorities is respected if the auditors elected were previously candidates on the minority slate or on slates other than that which, at the time of appointing the Board of Statutory Auditors, obtained the largest number of votes. 16.17 If only one slate is presented, the Shareholders' Meeting votes on it; if the slate obtains a relative majority of the votes cast, the

2) to grant the Board of Directors – and on its behalf the Executive Vice Chairman and Chief Executive Officer in office – all the broadest powers and all the necessary authority to implement the aforementioned resolutions and to fulfil every act and/or formality necessary for the same to be recorded in the Companies Register, accepting and introducing formal or non-substantial amendments, additions or deletions that may be required by the competent authorities."

The Board of Directors Milan, 2 March 2020