Pirelli & C — Capital/Financing Update 2023

Jan 11, 2023

Informazione Regolamentata n. 0206-2-2023		Data/Ora Ricezione 11 Gennaio 2023 18:35:30	Euronext Milan
Societa'	:	PIRELLI & C.
Identificativo Informazione Regolamentata	:	171396
Nome utilizzatore	:	PIRELLISPAN03 - Mauri
Tipologia	:	REGEM; 2.2
Data/Ora Ricezione	:	11 Gennaio 2023 18:35:30
Data/Ora Inizio Diffusione presunta	:	11 Gennaio 2023 18:35:38
Oggetto	:	PIRELLI PLACES THE FIRST BENCHMARK SUSTAINABILITY-LINKED BOND FOR THE TYRE SECTOR GLOBALLY
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PRESS RELEASE

THIS PRESS RELEASE IS NOT INTENDED, IN WHOLE OR IN PART, FOR PUBLICATION, DISSEMINATION, DISTRIBUTION OR CIRCULATION, DIRECTLY OR INDIRECTLY, IN OR FROM THE UNITED STATES OF AMERICA, SOUTH AFRICA AUSTRALIA, CANADA OR JAPAN AND ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISSEMINATION, DISTRIBUTION OR CIRCULATION WOULD OR MIGHT CONSTITUTE A VIOLATION OF LEGAL OR REGULATORY REQUIREMENTS APPLICABLE TO EACH RELEVANT JURISDICTION (THE "RESTRICTED JURISDICTIONS")

PIRELLI PLACES THE FIRST BENCHMARK SUSTAINABILITY-LINKED BOND FOR THE TYRE SECTOR GLOBALLY

5-YEAR BOND OF 600 MN EURO, OVERSUBSCRIPTION OF ALMOST 6 TIMES

Milan, 11 January 2023 - Pirelli & C. S.p.A. today successfully launched and priced the placement to international institutional investors of its first sustainability-linked bond for a total nominal value of 600 million euro. The issue was placed to more than 190 institutional investors and attracted demand equal to almost 6 times the size of the transaction, with a book that amounted to about 3,5 billion euro. It is the first Sustainability-linked bond benchmark size issued by a tyre sector company globally.

The transaction, the first since Pirelli obtained an investment grade rating from S&P Global and Fitch Ratings, confirms the company's commitment to integrating sustainability into its business strategy and is linked to 2025 targets for the reduction of absolute greenhouse gas emissions (Scope 1 and 2) and emissions from raw materials purchased (Scope 3).

The sustainability targets, validated by the Science Based Targets initiative (SBTi) as consistent with the target to maintain global climate warming "within 1.5°C", are detailed in Pirelli's first "Sustainabilitylinked financing Framework", a document which contains the guidelines and Group commitments to stakeholders with regards to sustainable finance. The Framework, the first published by a tyre sector company globally, is consistent with the Sustainability-Linked Bond Principles (SLBP) 2020 of the International Capital Market Association (ICMA) and the Sustainability-Linked Loan Principles 2020 published by the Loan Market Association (LMA).

"Pirelli is the first tyre sector company in the world to launch a benchmark bond transaction linked to sustainability targets. This transaction reaffirms the centrality of sustainability in our strategy and Pirelli's ability to integrate a responsible approach into all its business activities to create value for all Stakeholders," commented Marco Tronchetti Provera, Pirelli Executive Vice Chairman and CEO.

The transaction, the first one under the EMTN Programme (Euro Medium Term Note Programme) approved by the Board of Directors on 23 February 2022, enables the Group to optimize its debt structure, by extending maturities and diversifying funding sources.

The bond has the following characteristics:

• issuer: Pirelli & C. S.p.A.
• guarantor: Pirelli Tyre S.p.A.
• amount: Euro 600 million
• settlement date: 18 January 2023
• maturity date: 18 January 2028
• coupon: 4,25%
• issue price: 99,704%
• reimbursement price: 100%

The effective yield to maturity is 4,317%, which corresponds to 145 basis points above the reference rate (mid swap). The bonds will be listed on the Luxembourg stock exchange.

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This press release (and the information contained herein) does not constitute, in whole or in part, an offer or solicitation of an offer to purchase or subscribe for any securities or financial products (the "Securities") by the Company in Restricted Jurisdictions (as defined above) or in any other jurisdiction in which such offers or sales are unlawful prior to registration or qualification under the applicable laws of the relevant jurisdiction. The distribution of this press release may be contrary to applicable law in certain jurisdictions. In particular, the Securities have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States or the other Restricted Jurisdictions. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, taken up, exercised, renounced, transferred, resold, delivered or distributed, directly or indirectly, in or into the United States or the other Restricted Jurisdictions or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of the Securities in the United States. In particular, this press release does not constitute an offer to the public of financial products in Italy as defined in Article 1(1)(t) of Legislative Decree No. 58 of 24 February 1998.

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Pirelli Press Office – Tel. +39 02 64424270 – pressoffice@pirelli.com Pirelli Investor Relations – Tel. +39 02 64422949 – ir@pirelli.com www.pirelli.com