Pirelli & C — Capital/Financing Update 2024

Jun 25, 2024

Informazione Regolamentata n. 0206-35-2024	Data/Ora Inizio Diffusione 25 Giugno 2024 18:44:31		Euronext Milan
Societa'	:	PIRELLI & C.
Identificativo Informazione Regolamentata	:	192662
Utenza - Referente	:	PIRELLISPAN03 - Mauri
Tipologia	:	REGEM
Data/Ora Ricezione	:	25 Giugno 2024 18:44:31
Data/Ora Inizio Diffusione	:	25 Giugno 2024 18:44:31
Oggetto	:	PIRELLI ISSUES A 600 MLN EURO SUSTAINABILITY-LINKED BOND
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COMUNICATO STAMPA

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 ISSUES A 600 MLN EURO SUSTAINABILITY-LINKED BOND

5-YEAR NOTES, DEMAND OVER 4.6 TIMES THE OFFERING

Milan, 25 June 2024 - Pirelli & C. S.p.A. (The Company) today launched and successfully executed the issuance to international institutional investors of a sustainability-linked bond for a total amount of 600 million euro. The notes were placed with more than 210 international investors, reached a demand of around 2.8 billion euro, over 4.6 times the offering.

The sustainability-linked bond is aligned with Pirelli's sustainability targets, as submitted for validation to the Science Based Targets Initiative (SBTi). Such targets are consistent with the Company's "Sustainability-linked financing Framework", the document – updated in May 2024 – which describes the guidelines and company commitments towards its stakeholders on sustainable finance.

The transaction, which is issued under the current Euro Medium Term Note Programme (EMTN) of the Grouop, contributes to the optimization of the debt structure, lengthening its maturities and diversifying its sources.

The notes have the following characteristics:

• issuer: Pirelli & C. S.p.A.
• guarantor: Pirelli Tyre S.p.A.
• amount: Euro 600 million
• regulation date: 2 July 2024
• maturity date: 2 July 2029
• coupon: 3.875%
• issue price: 99.666%
• reimbursement price: 100%

The effective yield at maturity is 3.950%, corresponding to a final spread equal to 115 basis points above the reference rate (mid swap). The bonds will be listed on the Luxembourg stock exchange.

***

This press release (and the information contained herein) does not constitute and will not constitute, in whole or in part, a public offer of financial products or solicitation of an offer to purchase or subscribe for any securities or any other 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") or under the laws relating to financial instruments of any State or other jurisdiction of the United States and may not be and will not be offered or sold in or into the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption or waiver from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State or local laws relating to financial instruments. 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.

The distribution of this announcement may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions in which this announcement is circulated, published or distributed must inform themselves about and observe any such restrictions. In member states of the EEA, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). In the United Kingdom, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "UK Prospectus Regulation"). The documentation relating to the issuance of the securities is not or will not be approved by the National Commission for Companies and the Stock

Exchange (Commissione Nazionale per le Società e la Borsa, "CONSOB") under applicable law. Therefore, the securities may not be offered, sold or distributed to the public in the Republic of Italy except to qualified investors as defined in Article 2 of the EU Prospectus Regulation and any applicable provisions or regulations or in other circumstances which are exempted from the rules of the public offering, pursuant to Article 1 of the Prospectus Regulation, Article 100 of Legislative Decree no. 58 of 24 February 1998, Article 34-ter of Consob Regulation No. 11971 of 14 May 1999 ("Issuers Regulation") as amended from time to time, or in the other circumstances set forth under the Issuers Regulation or the Prospectus Regulation, in any case in compliance with laws and regulations or requirements imposed by CONSOB or other Italian laws.

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 and in Article 2, letter (d) of the EU Prospectus Regulation.

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