Pirelli & C. S.p.A.

Report on Corporate Governance

and Share Ownership of Pirelli & C. S.p.A.

Pursuant to art. 123-bis of the Consolidated Law on Finance (TUF)

(traditional model of Administration and Control)

(Report approved by the Board of Directors of Pirelli & C. S.p.A. on 5 April 2023 in relation to the year ended on 31 December 2022. The report is also available on the website www.pirelli.com)

REPORT ON THE CORPORATE GOVERNANCE

AND SHARE OWNERSHIP OF PIRELLI & C. S.P.A.

PURSUANT TO ART. 123-BIS OF THE CONSOLIDATED LAW ON FINANCE (TUF)

(TRADITIONAL MODEL OF ADMINISTRATION AND CONTROL)

(REPORT APPROVED BY THE BOARD OF DIRECTORS OF PIRELLI & C. S.P.A. ON 5 APRIL 2023 IN RELATION TO THE YEAR ENDED ON 31 DECEMBER 2022. THE REPORT IS ALSO AVAILABLE ON THE WEBSITE WWW.PIRELLI.COM)

GLOSSARY

Annual General Meeting: the shareholders' meeting called to approve the financial statements as of 31 December 2022.

Camfin: Camfin S.p.A., a company established under Italian law controlled by Marco Tronchetti Provera through MTP&C, with registered offices in Milan, Via Larga no. 2, Tax Code, VAT and Milan-Monza Brianza-Lodi Companies Register number 00795290154.

ChemChina: China National Chemical Corporation Limited, a company established under Chinese law, directly controlled by Sinochem Holdings, with registered offices at 62 West Beisihuan Road, Haidian district, Beijing (People's Republic of China), registered with the State Administration of Industry and Commerce of the People's Republic of China, registration number 100000000038808.

CNRC: China National Tire & Rubber Corporation Ltd., a company established under Chinese law, directly controlled by ChemChina, with registered offices at 62 West Beisihuan Road, Haidian district, Beijing (People's Republic of China), registered with the State Administration of Industry and Commerce of the People's Republic of China, registration number 100000000008065.

Civil Code: the Italian Civil Code.

Corporate Governance Code: the edition of the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee, in effect as of 1 January 2021, with information to be reported in the Reports to be published in the course of 2022.

Corporate Governance Committee: the Italian Corporate Governance Committee for listed companies, promoted by Borsa Italiana S.p.A., as well as by ABI, Ania, Assogestioni, Assonime and Confindustria.

Board of Directors: the Board of Directors of Pirelli & C. S.p.A..

Consob: the National Commission for Companies and the Stock Exchange.

Report Date: indicates 5 April 2023, the date on which the Board of Directors approved this Report.

First Trading Day: 4 October 2017, being the date on which the shares of the Company were admitted to trading on the MTA market - now Euronext Milan (EXM) - organised and managed by Borsa Italiana S.p.A.

Year: the financial year to which this Report relates, i.e. the year ending 31 December 2022.

Group: collectively Pirelli and its subsidiaries, as defined in art. 2359 of the Civil Code and art. 93 TUF.

MPI Italy: Marco Polo International Italy S.r.l., a company established under Italian law indirectly controlled by Sinochem Holdings through ChemChina with registered offices at Piazzetta Umberto

Giordano 4, Milan-Monza Brianza-Lodi, Tax Code, VAT and Milan Companies Register number 10449990968.

MTP&C: Marco Tronchetti Provera & C. S.p.A., a company established under Italian law with registered offices at via Bicocca degli Arcimboldi 3, Milan, with Tax Code, VAT and Milan-Monza Brianza-Lodi Companies Register number 11963760159.

Pirelli or the Company: Pirelli & C. S.p.A., a company established under Italian law with registered offices at viale Piero e Alberto Pirelli 25, Milan, with Tax Code, VAT and Milan-Monza Brianza-Lodi Companies Register number 00860340157.

Pirelli Tyre: Pirelli Tyre S.p.A., a company established under Italian law controlled by Pirelli with registered offices at viale Piero e Alberto Pirelli 25, Milan, Milan-Monza Brianza-Lodi Companies Register number 07211330159.

Pirelli International Treasury: Pirelli International Treasury S.p.A., a company established under Italian law, controlled by Pirelli with registered offices at viale Piero e Alberto Pirelli 25, Milan, with Milan-Monza Brianza-Lodi Companies Register number 10523850963.

Board Regulations: the Regulations, adopted by the Board of Directors on 22 June 2020, which govern the methods of organisation and internal functioning of the Board itself, in line with the recommendations of the Corporate Governance Code.

Issuers' Regulation: the Regulation approved by Consob resolution 11971/1999 (as amended) on the subject of issuers.

Related Parties Regulation: the Regulation issued by Consob by way of resolution no. 17221 of 12 March 2010 on related-party transactions, as subsequently amended.

Report: this report on corporate governance and the ownership structure prepared pursuant to art. 123-bis TUF.

NFD Report: constitutes the Consolidated Non-Financial Disclosure pursuant to Legislative Decree no. 254 of 30 December 2016, reported in the chapter "Report on Responsible Management of the Value Chain".

Remuneration Report: the report prepared pursuant to art. 123-Ter TUF.

Shareholders' Agreement Renewal: the agreement entered into on 16 May 2022 by ChemChina, CNRC, SPV HK 1, SPV Lux, MPI Italy, Camfin and MTP&C, valid for three years from the date of publication of the notice convening the Pirelli shareholders' meeting for the approval of the financial statements as at 31 December 2022. The essential content of the Shareholders' Agreement Renewal, to which reference is made for further information, is available on the Website (www.pirelli.com).

Sinochem Holdings: Sinochem Holdings Corporation Ltd., a Chinese state-owned enterprise (SOE), under the supervision of the State-owned Assets Supervision and Administrative Commission of the State Council (SASAC) of the People's Republic of China, with its registered office at Xiong'an New District (People's Republic of China), No. 001, Enterprise Headquarters Zone, Start-up Area, Hebei District, registered with the State Administration of Industry and Commerce of the People's Republic of China under no. 91133100MA0GBL5F38. Sinochem Holdings – including through ChemChina and other subsidiaries of ChemChina, including MPI Italy – indirectly controls the Company pursuant to art. 93 of the Consolidated Law on Finance (TUF).

Website: the institutional website of Pirelli containing inter alia information about the Company, can be found at the Internet domain www.pirelli.com.

SPV HK1: CNRC International Limited, limited company under Hong Kong law (People's Republic of China), indirectly controlled by Sinochem Holdings through ChemChina, with registered offices at RMS 05-15, 13A/F South Tower World Finance CTR Harbour City, 17 Canton Rd TST KLN, Hong Kong (People's Republic of China), Hong Kong Companies Register number 2222516.

SPV HK2: CNRC International Holding (HK) Limited, limited company formed under the laws of Hong Kong (People's Republic of China), indirectly controlled by Sinochem Holdings through ChemChina, with registered offices at RMS 05-15, 13A/F South Tower World Finance CTR Harbour City, 17 Canton RD TST KLN, Hong Kong (People's Republic of China), Hong Kong Companies Register number 2228664.

SPV Lux: Fourteen Sundew S.à.r.l., a limited liability company (société à responsabilité limitée) under Luxembourg law, indirectly controlled by Sinochem Holdings through ChemChina, with registered offices at Rue Guillaume Kroll 5, L-1882, Luxembourg (Grand Duchy of Luxembourg), with Luxembourg Companies and Commerce Register number B-195473.

SRF: Silk Road Fund Co., Ltd., a company established under Chinese law with registered offices at F210-F211, Winland International Finance Center Tower B, 7 Financial Street, Xicheng, Beijing (People's Republic of China), registered with the State Administration of Industry and Commerce of the People's Republic of China, registration number 100000000045300(4-1).

Bylaws: the Bylaws of Pirelli & C., available on the Website.

TUF: Legislative decree 58 of 24 February 1998, as subsequently amended and integrated (the Consolidated Law on Finance).

INTRODUCTION

The Report presents the corporate governance system adopted by the Company. This system is consistent with the principles and the recommendations contained in the Corporate Governance Code adopted by the Company.

Pirelli is aware that an efficient system of corporate governance is an essential element for achieving the objective of sustainable value creation.1

The information contained in the Report refers, where not expressly indicated, to the Financial Year.

1. COMPANY PROFILE

Pirelli, with its 31,300 employees and revenues of around Euro 6,615 million in 2022, ranks among the principal global manufacturers of tyres and supplier of ancillary services, being the only operator in the sector exclusively specialised in the Consumer segment (tyres for cars, motorcycles and bicycles), with a globally-recognised brand. The Company has a distinctive positioning with regard to High Value tyres, which are manufactured to achieve the highest levels of performance, safety, quietness and road grip, with significant input from technology and/or customisation (i.e. ≥18", Specialities, Super Specialities and Premium Motorcycle tyres). In addition, the Company currently holds a leadership position in the Car Prestige tyres segment, and in the radial segment of the motorcycle tyre replacement market. Pirelli is also a leader in Europe, China and Brazil in the Car ≥18" tyre market in the replacement channel.

For a profile of the issuer see also the Company's website.

In its leadership of the Company, Pirelli's Board of Directors pursues the objective of sustainable success by:

drawing up a sustainability plan which integrates the Company's strategic plans and monitoring of their implementation (for more details, see the NFD Report);
including, as part of its Remuneration Policy, ESG indicators for measuring the Company's management performance in its medium/long-term remuneration plans (for more details see the Remuneration Report);
appointing a director in charge of sustainability issues (for more details see paragraph 9.7 of the Report);

¹ Pirelli's Bylaws (Art. 3.3) specifically rule that "Pirelli's corporate government will be characterised by the international best practice."

periodically assessing, on an ongoing basis, the risks associated with business activities so as to create long-term value for the benefit of shareholders (for more details see paragraph 9);
adopting a specific policy for dialogue with shareholders and stakeholders in the financial market in which the Company operates (for further details see paragraph 14.1 of the Report);
setting up a Board Committee and supporting it in evaluating and making decisions in relation to the internal control and risk management system, as well as analysing sustainability issues that are important for long-term value creation (for further details see paragraph 9.2 of the Report).

For the sake of completeness, it should be noted that, pursuant to the Corporate Governance Code, the Company falls within the definition of "concentrated ownership company" and "large company". The Company did not use any flexibility options admitted by the Corporate Governance Code.

1.1 MODEL OF CORPORATE GOVERNANCE

The governance structure of Pirelli is based on the traditional model of administration and control. The following diagram summarises the Company's current governance structure.

The Board of Directors has set up five internal board committees with advisory and investigatory functions and with the task of making recommendations (see paragraph 6 of the Report for further details).

The external audit of the accounts is entrusted to PricewaterhouseCoopers S.p.A., a registered auditing firm (see paragraph 9.9 of the Report for further details). The Company's Governance Structure is completed by a Board of Statutory Auditors (five standing and three alternate members) with the functions of supervising administration and compliance with the law and Bylaws (see paragraph 11 of the Report for further details), and a Supervisory Body with the functions of supervising the operation of and compliance with the organisation, management and control model adopted pursuant to Italian Legislative Decree 231/2001 (see paragraph 9.8 of the Report for further details).

Consistent with its tasks, the Board of Directors has defined the system and rules of corporate governance of Group companies and the criteria and procedures for appointing members of the bodies of affiliate companies, by means of a specific internal policy.

2. INFORMATION ON THE OWNERSHIP STRUCTURE

2.1 STRUCTURE OF SHARE CAPITAL

On the Report Date, the issued share capital of Pirelli amounts to Euro 1,904,374,935.66 fully paid, and is represented by 1,000,000,000 ordinary shares without nominal value. Each share grants the right to one vote. There are no other categories of shares.

It should be noted that the extraordinary shareholders' meeting of 24 March 2021 resolved to increase the share capital for cash for payment, in a divisible manner, with exclusion of the option rights pursuant to art. 2441, subsection 5 of the Italian Civil Code, for a total maximum amount, including any premium, of 500,000,000.00 euros, to service the conversion of the "EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025", to be paid up in one or more tranches by the issue of ordinary shares of the Company with regular dividend entitlement, for a maximum amount of 500,000,000.00 euros, exclusively to service the bond issued by the Company named "EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025", in accordance with the criteria determined by the relevant bond regulations (the "Regulations"), without prejudice to the fact that the final deadline for subscription of the newly issued shares is established as 31 December 2025 and that if, as of that date, the share capital increase has not been fully subscribed it will in any case be intended as increased by an amount equal to the subscriptions collected and as of that date, with the specific authorisation for the directors to issue the new shares as they are subscribed. No parts of shares will be issued or delivered and no cash payment or adjustment will be made in lieu of said parts.

As of 23 May 2022, the conversion price of the bonds is 6.1395 euros, calculated in accordance with the methods provided for in the Regulations.2

Additionally, the Bylaws do not provide for the possibility of increased voting rights or the issue of shares with multiple voting rights.

² The conversion price stems from the adjustment made following the resolution of the Company's shareholders' meeting of 18 May 2022 to distribute a dividend of 0.161 euros per ordinary share.

2.2 SIGNIFICANT SHAREHOLDINGS OF CAPITAL

The Company is indirectly controlled, pursuant to art. 93 of the TUF, by Sinochem Holdings through ChemChina which, in turn, indirectly holds the shareholding through CNRC and other subsidiaries of the latter, including MPI Italy, which directly holds the shareholding.

Based on the communications received by the Company until the Report Date pursuant to art. 120 TUF, or from other information available to the Company, the major direct and indirect shareholdings of Pirelli capital are indicated in Table 1, annexed to this Report.

2.3 MANAGEMENT AND COORDINATION ACTIVITIES

In its meeting on 31 August 2017, the Board of Directors noted that, as of the First Trading Day, Pirelli is not subject to any of the activities typically involved in management and coordination by direct or indirect controlling shareholders or other companies or entities. These include but are not limited to:

Pirelli conducts relations with customers and suppliers in full autonomy without any external interference;
Pirelli prepares the strategic, industrial, financial and/or budget plans of the Company or the Group independently;
Pirelli is not subject to any group regulations;
no organisational-functional link exists between Pirelli on the one hand and MPI Italy and the companies that control it on the other;
MPI Italy, CNRC, ChemChina and/or Sinochem Holdings have not carried out any deeds, adopted any resolutions or made any communications that might cause reasonable belief that the decisions of Pirelli are in some way imposed or required by MPI Italy, CNRC, ChemChina and/or Sinochem Holdings;
MPI Italy, CNRC, ChemChina and/or Sinochem Holdings do not centralise treasury management activities or other financial support or coordination functions;
MPI Italy, CNRC, ChemChina and/or Sinochem Holdings do not issue directives or instructions – and in any case would not coordinate initiatives – concerning the financial and borrowing decisions of Pirelli;
MPI Italy, CNRC, ChemChina and/or Sinochem Holdings do not issue directives regarding any special transactions carried out by Pirelli including, for example, the listing of financial instruments, acquisitions, disposals, concentrations, contributions, mergers, spin-offs etc.;
MPI Italy, CNRC, ChemChina and/or Sinochem Holdings do not make any crucial decisions regarding the operating strategies of Pirelli or formulate group strategic guidelines.

The Board of Directors has periodically reiterated these assessments, most recently at its meeting of 5 April 2023.

Conversely, Pirelli exercises direction and coordination of numerous subsidiaries, having made the relevant publication where necessary.

2.4 RESTRICTIONS ON THE TRANSFER OF SECURITIES: SECURITIES THAT CARRY SPECIAL RIGHTS; EMPLOYEE SHARE OWNERSHIP: THE MECHANISM FOR EXERCISING VOTING RIGHTS; RESTRICTIONS ON VOTING RIGHTS

The Bylaws do not impose any restrictions on the transferability of the shares issued by the Company.

No securities have been issued that carry special rights of control, nor the Company has adopted the option to increase voting rights.

With regard to the shares owned by employees, there are no specific procedures or restrictions governing the exercise of their voting rights.

There are no mechanisms that restrict the voting rights of shareholders, except for the terms and conditions governing the exercise of the right to attend and vote at Shareholders' Meetings, as discussed in the next paragraph 15 of the Report.

2.5 SHAREHOLDERS' AGREEMENTS

With reference to the shareholders' agreements, of which the Company is aware pursuant to art. 122 of the Consolidated Law on Finance (TUF), please be informed of the Shareholders' Agreement Renewal, aimed at regulating the governance of Pirelli, among other things, in accordance with the terms and conditions of the Shareholders' Agreement entered into on 1 August 2019 by ChemChina, CNRC, SPV HK1, SPV HK2, SPV LUX, MPI Italy, SRF, MTP&C and Camfin (the "Shareholders' Agreement"). The Shareholders' Agreement is currently in force as of the Date of the Report and will remain effective until the date of publication of the Notice convening the Shareholders' Meeting, on which date the Renewal of the Shareholders' Agreement will become effective.

An agreement is also in force between SRF and CNRC, containing a number of stipulations pertaining in particular to the exercise of the right to vote in the Pirelli Shareholders' Meeting of SRF (l'"Amended and Restated Acting-in-concert agreement", as last amended on 29 March 2021).

In addition, the investment agreement signed between Camfin and Longmarch Holding S.à.r.l. ("Longmarch") on 13 May 2020, subsequently amended on 30 June 2021 and tacitly renewed for a

further three years (and, therefore, until 13 May 2026) (the "Investment Agreement") is currently in force, pursuant to which Longmarch, holder of an equity interest in Pirelli equal to approximately 3.68%, undertook to manage the equity interest in accordance with the agreements entered into with Camfin.

Lastly, on 28 February 2023, Brembo S.p.A. and Next Investment S.r.l. with the parent company Nuova FourB S.r.l., on the one hand, and Camfin, with the parent company MTP&C., on the other hand, signed a shareholders' agreement concerning prior consultation both with respect to the exercise of voting rights in shareholders' meetings and with respect to any purchases of Pirelli ordinary shares.

For more information on the provisions contained in the shareholders' agreements referred to the relevant essential information available on the Site, pursuant to Article 122 of the TUF and Article 130 of the Issuers' Regulation.

2.6 CHANGE OF CONTROL CLAUSES

The most significant contracts containing clauses of this type are summarised below.

2.6.1 PT EVOLUZIONE TYRES JOINT VENTURE

On 24 April 2012, Pirelli Tyre and PT Astra Otoparts tbk, an Indonesian company, signed a Joint Venture Agreement in relation to PT Evoluzione Tyres, an Indonesian company incorporated on 6 June 2012 and operating in the production of motorcycle tyres in the plant of Subang, West Java.

Pursuant to this contract, in the event of a change in the ownership structure of one of the shareholders that is deemed to be a change of control event, a put&call procedure could be activated that, in the extreme case, might lead to the acquisition by Pirelli Tyre of the entire equity investment held by PT Astra Otoparts tbk in PT Evoluzione Tyres, with the consequent termination of the joint venture agreement.

2.6.2 SUPPLY CONTRACT WITH BEKAERT

The Company has a contract for the supply of steelcord with Bekaert, to which the Company sold the steelcord business unit in 2014, also in consideration of the contractual peculiarities connected with the sale transaction.

The contract with Bekaert includes a change of control clause whereby Bekaert has the right, inter alia, to withdraw within 90 days after becoming aware of a situation in which a third party acquires control of Pirelli.

2.6.3 SCHULDSCHEIN: MULTITRANCHE LOAN FOR A TOTAL OF EURO 525,000,000

On 26 July 2018 Pirelli concluded a "schuldschein" loan - guaranteed by Pirelli Tyre - for an original total of Euro 525 million (as subsequently amended, the "Schuldschein"), divided as follows: (i) 82 million euros maturing in 2021 (fully repaid in advance in January 2021); (ii) 423 million euros maturing in 2023 (repaid in advance in several tranches, the last of which in January 2023); and (iii) 20 million euros maturing in 2025.

The Schuldschein stipulates, inter alia, that Pirelli shall be required to repay the loan in advance should certain events occur, including a change in Pirelli's control structure, as set out below.

In particular, the change of control clause may only be invoked (except in specific cases permitted under the loan agreement) if: (i) ChemChina ceases to hold, directly or indirectly, individually or together with Camfin or another company controlled by Marco Tronchetti Provera or his close family members, more than 25% of the voting shares of Pirelli; or (ii) ChemChina ceases to be, directly or indirectly, individually or together with Camfin or another company controlled by Marco Tronchetti Provera or his close family members, the relative majority holder of the voting rights in Pirelli (i.e. ceases to hold more voting rights than other parties that act individually or together); or (iii) any other party (or parties acting together) appoints or removes the majority of the Board of Directors.

Any takeover by Camfin (or another company directly or indirectly controlled by Marco Tronchetti Provera or his close family members) as the parent company of Pirelli, in place of ChemChina, would not give rise to a change of control on condition that certain requirements are met, including the requirement for Marco Tronchetti Provera or a person designated by him to be the CEO of both that company and Pirelli.

2.6.4 2019 BILATERAL LOAN WITH INTESA SANPAOLO S.P.A.

On 22 January 2019, the Board of Directors authorised Pirelli to enter into a medium-long term variable-rate loan guaranteed by Pirelli Tyre, in the amount of EUR 600 million, with Intesa Sanpaolo S.p.A. ("Intesa Sanpaolo"), as the lending bank, and Banca IMI S.p.A. as the agent bank and organising bank (the "Transaction").

The loan agreement (as subsequently amended) signed on 24 January 2019 in relation to the Transaction prescribes, inter alia, that Pirelli must repay the Transaction early should certain events occur, including changes in the control structure of Pirelli.

Specifically, the change of control clause may only be triggered (except for the specific cases permitted under the loan agreement) where an entity, or entities, acting in concert, other than ChemChina, Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or his close family members) and/or their subsidiaries and/or any person or persons acting in concert with one of them (a) hold a relative majority of votes in Pirelli; and (b) appoint or remove the majority of the members of Pirelli's Board of Directors.

For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or by one or more of his close family members) participate, directly or indirectly, in the control of Pirelli, or is entitled, by virtue of contractual agreement, directly or indirectly, individually or in concert with one or more subjects, to designate the CEO of Pirelli.

2.6.5 LICENCE AGREEMENT WITH AEOLUS

On 28 June 2016, Pirelli Tyre concluded an agreement (subsequently amended on 31 January 2019) with Aeolus Tyre Co. Ltd, to licence patents and know how for the production and sale of industrial tyres that expires on 31 December 2030, with automatic renewal unless cancelled by the parties. Pursuant to the agreement, either party has the right to terminate the agreement in advance, by notice to the other party, if CNRC should cease to be, directly or indirectly, the single largest shareholder of Pirelli.

2.6.8 BILATERAL LOAN WITH MEDIOBANCA

On 1 August 2019, the Board of Directors approved the stipulation by Pirelli of a two-year variable rate loan of Euro 125 million with Mediobanca – Banca di Credito Finanziario S.p.A. (the "Loan").

The loan agreement signed on 2 August 2019 stipulates, inter alia, that the Pirelli must repay the Loan early should certain events occur, including changes in the control structure of Pirelli.

For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or by one or more of his close family

members) participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly, individually or in concert with one or more subjects, to designate the CEO of Pirelli.

2.6.9 EUR 800 MILLION "SUSTAINABLE" CREDIT LINE

On 31 March 2020, Pirelli signed a new credit line in the amount of EUR 800 million, guaranteed by Pirelli Tyre, with a pool of leading Italian and international banks, with a maturity of five years. The new bank facility is entirely sustainable, i.e. it is subject to economic and environmental sustainability targets.

The New Loan agreement states, inter alia, that Pirelli shall be required to make early repayment of the part made available by each lender should certain events occur, including changes in Pirelli's control structure.

Specifically, the change of control clause may only be triggered (except for the specific cases permitted under the loan agreement) where an entity, or entities, acting in concert, other than ChemChina, Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or his family members) and/or their subsidiaries and/or any person or persons acting in concert with one of them (a) hold a relative majority of votes in Pirelli; and (b) appoint or remove the majority of the members of Pirelli's Board of Directors.

For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or by one or more of his family members) participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly, individually or in concert with one or more subjects, to designate the CEO of Pirelli.

2.6.10 EQUITY-LINKED BOND CALLED "EUR 500 MILLION SENIOR UNSECURED GUARANTEED EQUITY-LINKED BONDS DUE 2025"

On 22 December 2020, Pirelli completed the placement reserved for institutional investors of an equity-linked bond with a nominal amount of EUR 500,000,000, maturing on 22 December 2025, called "EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025" guaranteed by Pirelli Tyre. The bonds were admitted for trading on the Vienna MTF – a multilateral trading facility managed by the Vienna Stock Exchange.

As resolved by the Shareholders' Meeting on 24 March 2021, the bonds, which are non-interestbearing, will be able to be converted into ordinary shares of Pirelli subject to the approval by the latter's extraordinary Shareholders' Meeting of a capital increase, with the exclusion of option rights pursuant to art. 2441, paragraph 5, of the Italian Civil Code, to be reserved exclusively to service the conversion of said bonds.

The rules of the loan contained in the Regulations provide, inter alia, that during the period of time set out in the Regulations, each bondholder shall be granted, at their choice, if a certified Company change of control should occur or if the free float of the Company's ordinary shares (calculated as specified in the Regulations) should drop below a pre-set threshold and should remain there for a certain number of open market days from the first day on which it has dropped below such level (so called free float event), alternatively: (i) the right to request early reimbursement at the bonds' nominal value, by exercising a put option; or (ii) acknowledgement of a new conversion price (if applicable even regulated based on the so-called cash settlement amount mechanism), lower than the original and based on the time between the event and the bonds expiring; all based on terms and procedures established in the Regulations.

In particular, the change of control can only be triggered (except in specific cases permitted under the Regulation) if any entity, other than ChemChina, Sinochem Group, SRF, Camfin, MTP&C (or any other company controlled by Mr Marco Tronchetti Provera or his family members) and/or their subsidiaries and/or any person or persons acting in concert with some of them, acquires the absolute majority of the shares with voting rights following a public offering to the shareholders, such that they hold or control the absolute majority of the voting rights in Pirelli; or if any person or persons acting in concert with any of them, other than ChemChina, Sinochem Group, SRF or Camfin, MTP&C, or any other company controlled by Mr Marco Tronchetti Provera or his family members, and/or by their subsidiaries and/or by any person or persons acting in concert with the latter, holds/controls the absolute majority of the voting rights of Pirelli.

For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or by one or more of his family members) participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly, individually or in concert with one or more subjects, to designate the CEO of Pirelli.

2.6.11 2021 BILATERAL LOAN WITH INTESA SANPAOLO

On 11 November 2021, the Board of Directors authorised Pirelli to enter into a medium-long term variable-rate loan of Euro 400 million with Intesa Sanpaolo, as the lending bank. The new credit line is secured by Pirelli Tyre and subject to predetermined economic and environmental sustainability targets.

The loan agreement signed on 23 December 2021 stipulates, inter alia, that the Pirelli must repay the credit line early should certain events occur, including changes in Pirelli's control structure.

In particular, the change of control can only be triggered (except in specific cases permitted under the loan agreement) if any entity, other than ChemChina, Sinochem Group, SRF, Camfin, MTP&C (or any other company controlled by Mr. Marco Tronchetti Provera or his family members) and/or their subsidiaries and/or any person or persons acting in concert with some of them, becomes the owner, in aggregate, of more than 50% of the voting rights granted by the Company shares.

For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or by one or more of his family members) participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly, individually or in concert with one or more subjects, to designate the CEO of Pirelli.

2.6.12 MULTICURRENCY TERM AND REVOLVING LOAN 2022

On 11 November 2021, the Board of Directors also authorised Pirelli and Pirelli International Treasury to enter into a new medium/long-term unsecured variable-rate loan, divided into two credit lines guaranteed by Pirelli Tyre: one 'Term' and one 'Revolving', based on predetermined economic and environmental sustainability objectives, for a total amount no greater than EUR 1.6 billion, with a pool of lending banks.

On 21 February 2022, the respective loan agreement was signed with Unicredit S.p.A, as the agent bank, and a further 15 national and international lending banks; the agreement provides – inter alia – that Pirelli and Pirelli International Treasury shall be required to repay in advance the portion of the loan made available by each lender should certain events occur, including a change in Pirelli's control structure under terms and conditions which are the same as those set out in the bilateral loan signed with Intesa Sanpaolo on 23 December 2021 referred to in paragraph 2.6.11.

2.6.13 EMTN PROGRAMME AND NOTES ISSUED IN 2023

On 23 February 2022, the Board of Directors, in the context of the Company's refinancing strategy, approved an EMTN (Euro Medium Term Note) programme for the issue of non-convertible, senior unsecured bonds for a maximum value of 2 billion euros ("EMTN Programme") to replace the previous EMTN programme of 2 billion euros, approved on 21 December 2017 ("2017 EMTN Programme"). In the context of the EMTN Programme, the Board of Directors authorised the issue of one or more bonds - to be performed within 12 months of finalisation of the documentation - to be placed with institutional investors by May 2023, for a maximum total amount of up to 1 billion euros. As in the 2017 EMTN Programme, newly issued securities may be listed on one or more regulated markets and guaranteed by Pirelli Tyre.

On 11 January 2023, in the context of the EMTN Programme, Pirelli started and successfully completed the placement of its first sustainability-linked bond with international institutional investors, for a total nominal amount of 600 million euros.

Pursuant to the EMTN Programme, bondholders will have the right to request early repayment of securities (the so-called "Put option") in the event of a Change of Control under the same terms and conditions provided for the bilateral loan with Intesa Sanpaolo signed on 23 December 2021 and the multicurrency term and revolving loan 2022 referred to in paragraph 2.6.11 and 2.6.12.

2.6.14 EUR 400 MILLION "SUSTAINABILITY-LINKED" CREDIT LINE

On 22 June 2022, Pirelli's Board of Directors approved the underwriting of a sustainability-linked credit line with a select pool of international banks, for a total value of up to 400 million euros, with a 19-month maturity, enabling further optimisation of the Group's financial structure.

The corresponding loan agreement - signed on 27 June 2022 - states, inter alia, that Pirelli is required to repay the line should certain events occur, including a change in Pirelli's control structure under terms and conditions that are the same as those provided for the bilateral loan with Intesa Sanpaolo signed on 23 December 2021 and the 2022 multicurrency term and revolving loan referred to in paragraph 2.6.11 and 2.6.12.

* * *

For the sake of completeness, it should be noted that, in addition to the foregoing, as is customary, some companies in the Pirelli Group have entered into contracts in the commercial sector (i.e. contracts for the purchase of goods and services and contracts for the sale of products) that provide for a change of control clause concerning the interest held, directly or indirectly, by Pirelli in them. This clause would therefore only apply if the Pirelli Group company left the group. It should also be noted that, under the terms of certain local loans, any change of control of Pirelli could potentially trigger, in the absence of appropriate liability management initiatives, the early repayment of the respective amount disbursed locally and – in certain remote circumstances – may have a "cascading" effect on the central loan agreements, entailing the requirement to make early repayment of the respective amounts disbursed at Group level by virtue of the usual cross default/acceleration clauses provided therein. With respect to such scenarios, the Group maintains available committed lines, in the amount of EUR 1 billion, sufficient to meet any liability management needs.

2.7 CLAUSES IN THE BYLAWS ABOUT PUBLIC OFFERS

The Bylaws do not provide for exceptions to the provisions regarding the passivity rule, or application of the neutralisation rule set out in art. 104-bis TUF.

2.8 MANDATE TO INCREASE SHARE CAPITAL AND AUTHORISATIONS TO PURCHASE OWN SHARES

With regard to the financial year ending 31 December 2022, please refer to section 2.1 for details of the capital increase resolved by the Shareholders' Meeting of 24 March 2021, to fund the conversion of a bond loan, when the Board of Directors – and, on its behalf its legal representatives pro tempore, including separately – was authorised to carry out the share capital increase determining, inter alia, in compliance with the provisions of the Regulations: (i) the exact issue price of the shares, and, in turn, the determination of the issue price; (ii) the exact number of shares to be issued, and, therefore, the exact exchange ratio, as necessary for the precise application of the provisions and criteria of

the Regulations; it being understood that, should the share capital increase referred to above not be fully subscribed on 31 December 2025, the share capital shall be deemed to be increased by an amount equal to the subscriptions received.

The Shareholders' Meeting of the Company did not authorise any purchases of own shares.

3. COMPLIANCE

Pirelli adheres to the Corporate Governance Code, published on 31 January 2020, which is available to the public on the website of the Corporate Governance Committee, at the following link: https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf.

The Company also took into account in the Report the collection of useful Q&As for the application of the Corporate Governance Code; these were published by the Corporate Governance Committee on 4 November 2020.

The corporate governance system implemented by the Company complies with the principles and recommendations of the Corporate Governance Code. This was found to be the case during the Financial Year, in which the Company examined – with the support of the Audit, Risks, Sustainability and Corporate Governance Committee – the content of the Corporate Governance Code, by assessing the potential impact on Pirelli's corporate governance system and pinpointing areas of specific interest and possible adjustments to be made to its corporate practices.

The Report has essentially been prepared using the Borsa Italiana S.p.A. ("Borsa Italiana") format.

On the Report Date, Pirelli is not subject to any non-Italian laws that might influence the corporate governance structure of the Company.

4. BOARD OF DIRECTORS

4.1 ROLE OF THE BOARD OF DIRECTORS

The Board of Directors plays a central role in the strategic guidance and management of the Company, and the pursuit of its sustainability success. Pursuant to art. 11 of the Bylaws, the Board of Directors manages and supervises the overall business of the company. To this end, it is vested with the broadest powers of administration, with the exception of those reserved by law or the Bylaws to the Shareholders' Meeting. Specifically, the Board of Directors:

guides the Company in examining and approving the strategic, industrial and financial plans of the Company itself and of the Pirelli Group to achieve sustainable success, and periodically monitor their implementation; for further details see section 4.4.3 of the Report regarding matters

reserved for the exclusive competence of the Board of Directors (criteria for identifying operations of strategic importance);

plays a pivotal role in defining sustainability policies and strategies, identifying annual and longterm objectives and monitoring their implementation and evolution (see the NFD for more details);
establishes the nature and level of risk compatible with the Company's strategic objectives (for further details see section 9 of the Report);
adopts and sets the corporate governance guidelines and rules for the Company and Group companies (for further details see section 4.4.3 of the Report);
ensures the correct management of corporate information through a structured compendium of rules and procedures for the internal management and external disclosure of documents and information concerning the Company, particularly regarding inside information (for further details see section 5 of the Report);
promotes the most appropriate forms of dialogue with shareholders and other stakeholders relevant to the Company (for more details see section 14.1 of the Report).

4.2 APPOINTMENT AND REPLACEMENT OF DIRECTORS

The provisions contained in the Bylaws, to which reference is made, regarding the appointment and replacement of directors are summarised below.

4.2.1 APPOINTMENT AND REPLACEMENT

Pursuant to art. 10 of the Bylaws, the Company is managed by a Board of Directors made up of a maximum of fifteen members, who remain in office for three years and who may be re-elected.

The Board of Directors is appointed on the basis of slates presented by the shareholders, in which the candidates must each be listed with a sequence number. The Bylaws do not allow the outgoing Board of Directors to submit a slate for the appointment of directors.

The slates presented by shareholders, signed by those submitting them, must be filed at the registered offices of the Company at least twenty-five days prior to the date fixed for the Shareholders' Meeting called to resolve in that regard. These slates are made available to the public

at the registered offices, on the Website and in other ways prescribed by Consob regulation, at least twenty-one days prior to the date of the Meeting.

Each shareholder may present or contribute to the presentation of just one slate and each candidate may be included in just one slate, subject otherwise to becoming ineligible.

Shareholders are only entitled to present slates if, alone or together with other shareholders, they own shares in total representing at least 1% of the share capital entitled to vote at an Ordinary Meeting, or any lower amount specified in the applicable regulations, with the obligation to evidence their ownership of the number of shares needed for the presentation of slates by the deadline envisaged for the publication of such slates by the Company.

Each slate filed must be accompanied by acceptances of nomination and declarations from each candidate confirming, under their own responsibility, that there are no reasons making them ineligible for or incompatible with the role, and that they satisfy any requirements established for the role concerned. These declarations must be accompanied by the curriculum vitae of each candidate, describing their personal and professional characteristics, indicating the administration and control appointments held by them in other companies and confirming their satisfaction of the independence requirements envisaged for the directors of listed companies by law or by the code of conduct adopted by the Company. In order to ensure gender balance, slates that contain three candidates must include candidates of different genders, whilst slates containing a number of candidates equal to or higher than four must contain a number of candidates of different gender at least matching the minimum laid down in current regulations, in accordance with the content of the notice of the Shareholders' Meeting. Any changes arising prior to the actual date of the Meeting must be promptly notified to the Company.

Any slates presented that do not comply with the above instructions will be treated as if not presented.

Each party entitled to vote may only vote for one slate.

The Board of Directors is appointed as follows:

a) four-fifths of the directors to be elected are drawn from the slate that obtains the majority of the votes expressed by the shareholders, rounded down to the nearest whole number in the case of a fractional number;
b) the remaining directors are drawn from the other slates, using the quotient method described in the Bylaws.

Should several candidates obtain the same quotient, the candidate elected will be drawn from the slate that has not yet elected a director or that has elected the smallest number of directors.

If none of those slates has elected a director yet or all of them have elected the same number of directors, the candidate elected will be drawn from the slate that obtains the largest number of votes. In the event of a voting tie, again with more than one candidate obtaining the same quotient, the

Shareholders' Meeting will vote again and the candidate who receives the largest number of votes will be elected.

If only one slate is presented, all the directors will be elected from that slate.

Should application of the slate voting mechanism not ensure the minimum number of directors belonging to the less represented gender set out by applicable law, the candidate belonging to the most represented gender and elected, indicated 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. 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.

Should application of the slate voting mechanism not obtain the minimum number of independent directors envisaged by applicable law, 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 applicable law governing gender balance.

Loss of the independence requirements by a director is not a cause of removal if the number of directors still in possession of the legal independence requirements is not lower than the minimum specified by the laws and/or regulations in force.

For the appointment of directors who, for any reason, were not appointed in accordance with the slate voting mechanism, the Shareholders' Meeting shall adopt resolutions with the majorities required by law, without prejudice in all cases to compliance with the independence and gender balance requirements.

Should one or more directors cease to hold office during the financial year, they shall be replaced pursuant to art. 2386 of the Civil Code, without prejudice in any event to respect for the legislation on gender balance and the independence of the directors.

4.3 COMPOSITION

The Board of Directors in office at the Report Date was appointed by the Shareholders' Meeting held on 18 June 2020. Its term of office will end with the approval of the financial statements as at 31

December 2022. The composition of the Board of Directors reflects the provisions of the Shareholders' Agreement. The Board of Directors is composed of 15 members. In particular:

Marco Tronchetti Provera (Executive Vice Chairman and Chief Executive Officer), Tao Haisu, Zhang Haitao, Domenico De Sole, Marisa Pappalardo, Giovanni Tronchetti Provera, Fan Xiaohua and Wei Yintao were appointed based on the slate submitted by MPI Italy, together with Camfin, which obtained approximately 87% of the share capital votes represented at the Shareholders' Meeting;
Directors Giovanni Lo Storto, Roberto Diacetti and Paola Boromei were appointed based on a slate submitted by a group of asset management companies and institutional investors that gained approximately 13% of the share capital votes represented at the Shareholders' Meeting;
Director Giorgio Luca Bruno (Deputy CEO) was appointed at the proposal of the Board of Directors – by the Shareholders' Meeting of 15 June 2021, obtaining around 84% of the share capital votes represented at the Meeting;
Director Yang Shihao was appointed by co-optation to replace Director Yang Xingqiang;
Chairman Li Fanrong was appointed by co-optation to replace Chairman Ning Gaoning;
Director Wang Feng was appointed by co-optation to replace Director Bai Xingping.

At the Report Date, 20% of Board members were female and the remaining 80% were male. Moreover, 27% are under the age of 50. The average age of the members of the Board is approximately 57 years of age and the average age of the female members is approximately 52 years of age. The Directors' average time in office is about 4 years.

At the Report Date, the majority of the Board of Directors is made up of independent directors, ensuring that they have significant weight in the adoption of board resolutions.

Table 2, annexed, provides the significant information on each member of the Board of Directors in office at the Report Date. In addition, a summary of their professional profiles, periodically updated, is available on the Website.

The following charts illustrate (i) the composition of the Board of Directors at the Report Date, as well as (ii) the average duration, (iii) the average shareholding and (iv) the number of meetings of the Board of Directors and Committees during the Financial Year.

4.3.1 DIVERSITY POLICIES

Pirelli's approach to diversity policies is based on the fundamental principles of non-discrimination, equal opportunities and inclusion of all forms of diversity, and of integrating and balancing work with personal and family-related needs, keeping a constant watch on the respect for and protection of human rights as enshrined in the Company's Code of Ethics.

Pirelli is characterised by a multinational context in which people express a huge heritage of diversity. Conscious management of this diversity generates competitive advantages, opportunities for the development and enrichment of the business, and shared corporate values.

The respect of these values has always been guaranteed by the shareholders during the renewal of the Board of Directors - including the last renewal - in terms of age, gender, nationality, education and professional background and experience. This enables the Board to perform its duties in the most effective way, making use of the contributions made from different points of view, and to analyse individual situations from multiple perspectives.

On 14 February 2019, the Board of Directors – having obtained the favourable opinion of the Audit, Risks, Sustainability and Corporate Governance Committee and the Appointments and Successions Committee – adopted a Diversity and Independence Statement, available on the website, in relation to the composition of the Board of Directors and Board of Statutory Auditors. The Company recommends that these values are respected at each renewal and integration of its corporate bodies, in line with the stated diversity and independence criteria. On 22 June 2020, when the administrative body was renewed, the Board of Directors adopted the Diversity and Independence Statement,

which was updated during the Financial Year to take into account the entry into force of the Corporate Governance Code.

The Board of Directors - which avails itself of the opinions expressed by the Audit, Risks, Sustainability and Corporate Governance Committee and the Appointments and Successions Committee - is responsible for the quali-quantitative assessment of the composition of the Board itself and the possible updating and amendment of the Diversity and Independence Statement.

In addition to the administration management and control bodies, the value of diversity characterises the entire business organisation, according to the terms and procedures outlined in the NFS Report published together with the Company's annual financial statements (which should be referred to for more information).

4.3.2 LIMITATIONS ON THE NUMBER OF OFFICES HELD

Pursuant to the guidance adopted by the Board of Directors on 14 February 2019 (available on the Website), subject to the favourable opinion of the Audit, Risks, Sustainability and Corporate Governance Committee and the Appointments and Succession Committee, it is not currently considered compatible with the duties of a Company director to be a director or statutory auditor of more than 4 (four) other companies other than those subject to the direction and coordination of the Company, or its subsidiaries or affiliates, in the case of: (i) companies listed on the FTSE/MIB index (or equivalent foreign index); or (ii) Italian or foreign companies, subject to the supervision of the competent authorities, that carry out financial, banking or insurance activities. Furthermore, it is not considered compatible for the same director to hold more than three executive positions in companies of the types indicated in points (i) and (ii) above.

Positions held in several companies belonging to the same group are considered to be a single position and an executive position prevails over a non-executive position.

The Board of Directors is entitled to make a different assessment, properly motivated, to be published in the Report and explained appropriately therein.

The guidance regarding the maximum number of offices considered compatible with effective performance as a Company director was last supplemented with purely formal amendments to take into account the provisions of the Corporate Governance Code (replacing the previous provisions of the same Code) and – together with the "Diversity and Independence Statement" referred to in the paragraph above – the documents were confirmed by the Board of Directors on 17 March 2022, subject to the favourable opinion by the Audit, Risks, Sustainability and Corporate Governance Committee.

Following review by the Audit, Risks, Sustainability and Corporate Governance Committee, each year the Board of Directors examines the positions held by each Director (based on the information provided by that person and/or on the other information available to the Company). At the Report

Date, no Director holds a number of position higher than the number set out in the policy adopted by the Company.

Annex A indicates the principal appointments held by the Directors in companies that do not belong to the Group at the Report Date.

4.3.3 INDUCTION PROGRAM

The Directors perform their duties autonomously and with competence, pursuing the priority objective of creating sustainable value over the medium-long term. They are aware of the responsibilities pertaining to their role and, like the Statutory Auditors, they are kept periodically informed by the competent business functions about the principal regulatory and self-regulatory changes affecting the Company and the performance of their duties.

Also during the Year, induction sessions were arranged, also with the support of the top management, aimed at providing an explanation of the main characteristics of the activities of Pirelli and its Group and (including through the work of the committees) the reference legislative and regulatory framework and the specific procedures and rules adopted by the Company.

Bearing in mind that the term of office of the Board of Directors will end with the approval of the financial statements as at 31 December 2022, the induction sessions - promoted by the Company during the Financial Year - focused on updating the organisational structure and presenting the Company's production activities, including by means of a tour of the Pirelli Research and Development centre.

4.4 FUNCTIONING OF THE BOARD OF DIRECTORS

Meetings of the Board of Directors are called by the Chairman or his deputy and held at the registered offices, or in any another location specified in the notice of call, whenever deemed appropriate by the Chairman in the interests of the Company, or when requested in writing by the Chief Executive Officer or by one-fifth of the appointed Directors. Meetings of the Board of Directors may also be called by the Board of Statutory Auditors, or by each standing auditor, following notification sent to the Chairman of the Board of Directors.

During the year the Board of Directors in office at the Report Date met eight times. The average duration of each meeting was approximately 1 hour, with attendance by around 82% of the Directors and 98% of the Independent Directors. In accordance with the provisions of the Bylaws and regulations, meetings were predominantly conducted in hybrid format, using audio/video links.

For the financial year and for the current year, Pirelli disclosed a calendar of the main corporate events to the market (also available on the Website). For the 2023 financial year, the Board is scheduled to meet at least 6 times (at the Date of the Report two meetings had already been held).

The means of organisation and the internal functioning of the Board of Directors are governed by the Regulations on the Functioning of the Board of Directors adopted on 22 June 2020 in line with the recommendations of the Corporate Governance Code ("Board Regulations") available on the Website. The Board Regulations establish the deadlines for the prior submission of information and procedures for protecting the confidentiality of the data and information provided so as not to compromise the timeliness and completeness of the information flows.

In line with the Board Regulations, the Directors and Statutory Auditors received the documentation and information needed to express an informed opinion on the matters submitted for discussion within a reasonable and appropriate period in advance. In particular, during the Financial Year, the documentation was, as a rule, sent to the Board within 10 days prior to the meeting date. In the exceptional cases in which documentation could not be transmitted so far in advance (to also take into account the work of the Committees), full information on the issue to be considered was provided directly during the meeting, thus ensuring that the Directors could make informed decisions. Particular attention is paid to ensuring that information remains confidential, by sending the documentation relating to the activities of the board and its committees using specific software that guarantees that access is reserved to the directors and statutory auditors only. This is in line with best practice and with the recommendations of the Italian Corporate Governance Committee.

Taking account of the international composition of the Board of Directors, with the presence of multiple nationalities, it is also the Company's practice to proceed to send the documents to be considered by the Board and its Committees in the three languages (Italian, English and Chinese) commonly used by the Directors. Furthermore, for each meeting of the Board of Directors and Committees, participants are able to use a simultaneous translation of interventions made into the languages spoken by the participants.

In order to facilitate minute taking, the Board meetings may be recorded; said recordings shall then be destroyed once the minutes have been transcribed into the applicable corporate register.

If the Chairman is absent or unavailable, upon request by the Chairman, the meeting may be chaired by the Vice Chairman or CEO; should the latter also be absent or unavailable, another director, appointed by the majority of the attendees, may assume the Chair.

For the resolutions of the Board of Directors to be valid, a majority of its members must be present, and resolutions must obtain a majority of the votes expressed.

The Directors' growing awareness of the business reality and dynamics of the Company and the Group is enhanced by the attendance of management at their meetings, which allows them to explore the matters on the agenda in appropriate depth.

All the Key Managers always attended all the meetings of the Board of Directors during the Financial Year, thus contributing to periodic and up-to-date reporting to the Board of Directors. The Key Managers do not attend any meetings in which matters relating to them are discussed or that do not require them to be present.

The Bylaws establish that, until decided differently at a Shareholders' Meeting, the Directors are not bound by the prohibition contained in art. 2390 of the Civil Code.

4.4.1 SECRETARY OF THE BOARD

In line with the recommendations of the Corporate Governance Code, the Board Regulations allow the Board of Directors to appoint the Secretary by assessing that he/she satisfies the necessary professional requirements. The Board Secretary supports the activities of the Chairman and/or Vice Chairman and/or Chief Executive Officer and provides impartial assistance and advice to the Board of Directors on all aspects relevant to the proper functioning of the corporate governance system. In particular, the Secretary shall support the Chairman and/or Vice Chairman of the Board of Directors, in order to ensure specifically that:

a) the pre-meeting information is accurate, complete and clear and the complementary information provided during meetings allows directors to act in an informed manner;
b) the activities of the board committees are coordinated with the activities of the Board of Directors;
c) the top management of the Company and of companies of the same Group may participate in board meetings, as well as the heads of the company departments in order to provide appropriate updates on the items on the agenda;
d) after their appointment and during the mandate of the board, all Directors may participate in specific induction activities;
e) the board evaluation is adequate and transparent.

4.4.2 BOARD OF DIRECTORS SELF-ASSESSMENT PROCESS

Over the year the Board of Directors started the process to evaluate its operation and the operation of its Committees (board performance evaluation) for the 2022 2022 financial year. In proceeding with its assessment process, the Board of Directors was also assisted, as usual, by a primary independent consulting firm specialised in this area (SpencerStuart). The self-assessment process was carried out through individual interviews with questions about the size, composition and operation of the Board of Directors. All the members of the Board of Directors took part in the selfassessment process, with the exception of Chairman Li Fanrong and Director Yang Shihao, given the fact that they had only recently joined the Company's Board of Directors.

From the analysis it emerges that the financial year under review closes a particularly intense and complex three-year period marked by exogenous macro-phenomena that have been reflected at a global level. In dealing with particularly complex issues and the extraordinary nature of the

circumstances, the Board of Directors showed involvement and a constructive attitude throughout the entire three-year term of office, which ensured a smooth course of work.

The Board of Directors was constantly updated and continuously monitored the mitigation actions promptly undertaken by the Company, outlining an effective crisis contingency plan.

The Board of Directors confirms the Company's absolute focus on sustainability issues and hopes for an increasing and systematic integration of sustainability in the company's development plans.

The analysis of the results of the aforementioned board performance evaluation evidenced a broadly positive situation. In fact, a very high level of overall appreciation was reported, in line with the previous financial year. In particular, the Directors expressed full satisfaction and appreciation of the size, composition and operation of the Board of Directors and its Committees. It was also highlighted that the Board of Directors operates in compliance with the Corporate Governance Code and with both Italian and international best practice. Moreover, the areas of excellence that had emerged during the previous financial year's self-assessment activities have been confirmed overall.

The areas for which the most appreciation was reported are outlined below:

the effectiveness of the support provided by the Secretary of the Board of Directors;
adequately prepared Agendas supporting the meetings of the Board of Directors, found to be complete with all the items that need to be brought to the Board of Directors' attention;
high-quality documentation supporting the meetings of the Board of Directors, deemed clear and complete;
high-quality minuting of the Board of Directors and Committee meetings, which are confirmed as accurate and complete with respect to the progress of the meetings;
guaranteed confidentiality of the topics discussed;
the effectiveness, continuity and transparency of the exchange of information between Directors and management on the corporate strategy;

The Board members expressed particular appreciation for the decisiveness and commitment in guiding the Board's work by the Executive Vice Chairman and Chief Executive Officer.

The survey also revealed some indications for further improving the functioning of the Board of Directors, including, in particular, (i) with a view to the appointment of the Board of Directors, the valorisation of what has been acquired during the term of office with regard to skills experience and the way the Board of Directors operates, (ii) in-person attendance of the meetings to facilitate interaction between the new members, (iii) the structuring of an onboarding and induction plan and more opportunities for informal meetings, in order to foster real mutual acquaintance and the further strengthening of personal relations and team spirit.

The Audit, Risks, Sustainability and Corporate Governance Committee played a leading role in the board performance evaluation and shared the results in advance at the meeting of 16 March 2023, which were subsequently submitted to the Board of Directors.

4.4.3 MATTERS FOR THE BOD

In accordance with the Bylaws, the Shareholders' Meeting requires a qualified majority (i.e. favourable votes by shareholders representing at least 90% of the share capital of the Company) for the Board to be authorised to resolve on the following issues:

transfer of the operational and administrative headquarters outside of the municipality of Milan;
any transfer and/or deed of disposition, in any form, of Pirelli know-how (including the granting of licences).

On 22 June 2020, the Board of Directors established that all resolutions regarding the following matters, proposed by Pirelli and/or by any company subject to direction and coordination by Pirelli (excluding intergroup transactions) must (also as an internal restriction of the power granted to the Chief Executive Office on that date) be approved by the Board of Directors of the Company:

(i) assumption or concession of loans worth more than Euro 200,000,000 and with a term of more than 12 months;
(ii) issue of financial instruments for listing on a European or non-European stock market for a value in excess of Euro 100,000,000 and revocation from listing of such instruments;
(iii) concession of guarantees in the favour of third parties for amounts in excess of Euro 100,000,000. For the sake of completeness, please note that the concession of guarantees in the interests of third parties other than the Company, its subsidiaries and joint ventures, must be subject, in any case, to the approval of the Pirelli Board of Directors;
(iv) signing derivative contracts (a) with a notional value higher than 250,000,000, euros and (b) except for those having the sole object and/or effect of hedging corporate risks (e.g. interestrate risk, exchange-rate risk, commodity market risk). For the sake of completeness, please note that the stipulation of speculative derivative contracts is in any case subject to the approval of the Pirelli Board of Directors;
(v) purchase or sale of equity investments in subsidiary and affiliates for an amount higher than Euro 40,000,000, which involve entering into (or exiting from) geographical and/or commodity markets;
(vi) purchase or sale of equity investments other than those described at point (v) above for an amount higher than Euro 40,000,000;
(vii) purchase or sale of businesses or business units that have strategic importance or, in any case, a value of more than Euro 40,000,000;
(viii) purchase or sale of fixed and other assets that have strategic importance or, in any case, a value of more than Euro 40,000,000;
(ix) carrying out transactions of greater significance with related parties, using the term "related party transactions" to mean those satisfying the conditions envisaged in Annex 1 to the "Related Party Transactions Procedure" approved by the Pirelli Board of Directors on 3 November 2010, as amended over time;
(x) definition of Pirelli's remuneration policy;
(xi) determination of the remuneration of CEOs and directors holding special offices, in compliance with Pirelli's internal policies and applicable regulations;
(xii) and, where required, the allocation of the total remuneration set by the Shareholders' Meeting among Board members;
(xiii) approval of the strategic, industrial and financial plans of Pirelli and the group;
(xiv) adoption of corporate governance rules for Pirelli and defining guidelines for the corporate governance of the group;
(xv) definition of guidelines for the internal control system, including the appointment of a Director responsible for overseeing the internal control system, determining the related powers and duties;
(xvi) any other matter deemed to be responsibility of the board of directors of a listed company by the Corporate Governance Code promoted by Borsa Italiana3, as amended from time to time.

It being understood that the approval of the transactions listed above is reserved solely to the Board of Directors not only if the threshold indicated for each matter has been reached, but also if the matters listed from (i) to (vii) – whether considered a single action or as a series of coordinated actions (carried out in the context of a common executive programme or a strategic project) – exceed the amounts indicated in the annual budget/business plan or (solely for the matters listed from (i) to (viii) above) if they were not included, listed or envisaged in the annual budget/business plan.

As required by the Corporate Governance Code⁴ , the Board of Directors gave a positive assessment of the adequacy of the organisational, administrative and accounting systems and structure of the Company and the Group, with particular reference to the system of internal control and risk

³ Refer here to the Corporate Governance Code.

⁴ See Recommendation 33 (a).

management, referring to the analytical work carried out by the Audit, Risks, Sustainability and Corporate Governance Committee.

The Board has also evaluated the general results of operations, taking into particular account the information received from delegated bodies and comparing periodically, at least every quarter, the results obtained with those planned.

The Board of Directors – also in light of the considerations set out in the Letter from the Chairman of the Borsa Italiana Corporate Governance Committee (see section 18 of the Report) – deemed the Company's current Bylaw provisions and practices to be adequate for effective governance of the Company and for achieving the Company's interests.

4.5 EXECUTIVE DIRECTORS

With resolution dated 22 June 2020, the Board of Directors granted the Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera with all the powers necessary to carry out deeds relating to all aspects of corporate activity, without any exceptions aside from those that the law or the Bylaws reserve to the Board of Directors; all with the power to grant special and general powers of attorney that give the representative the right to sign on behalf of the Company, either separately or together with others, and all other powers deemed appropriate by him in the best interests of the Company, including the right to sub-delegate. In particular the Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera was granted with:

a) exclusive powers of ordinary management of Pirelli and the Group both for Pirelli and any other company (including non-listed foreign companies) under Pirelli's management and coordination, with the following internal limitations, i.e. with the attribution of the relevant competence to the Board of Directors where:
(i) the threshold amounts envisaged for each of the matters indicated in section 4.4.3 are exceeded; or
(ii) for the matters listed from (i) to (viii) in section 4.4.3 above, the amounts indicated in the business plan and/or the annual budget are exceeded; or
(iii) for the matters listed from (i) to (viii) in section 4.4.3 above, they were not included, listed or envisaged in the business plan or the annual budget; and
b) the powers for the supervision and implementation by the General Manager and Management team of the business plan and the power to propose to the Board of Directors adoption of the following resolutions (together, the "Significant Matters"):
(i) approval of the business plan and the annual budget of the Company and the Group, as well as all significant changes to those documents. The business plan and annual budget must: (a) address certain operational and financial aspects of Pirelli including, but not limited

to, identifying all sources of funding for such business plans and budgets, as well as the decisions about the industrial initiatives underlying the business plan and annual budget; and (b) be accompanied and supported by adequate and suitable documentation describing the items contained therein;

(ii) any resolutions regarding industrial partnerships or strategic joint ventures to which Pirelli and/or any Group company are party, in all cases following examination by the Strategies Committee,

it being understood that: (a) the power to pass resolution on Significant Matters is reserved solely for the Board of Directors and/or the Shareholders' Meeting, as applicable; and (b) should the Board of Directors not approve the proposal of the Executive Vice Chairman and Chief Executive Officer, the respective resolution must be justified and, in any case, take into account the Company's best interests.

The Executive Vice Chairman and Chief Executive Officer hold the power to propose to the Board the appointment and revocation from the office of Key managers of Pirelli, as identified in accordance with the related internal procedure and, therefore, the following Pirelli employees: (i) the General Manager, (ii) the Manager responsible for drawing up corporate financial documents; (iii) all positions currently defined as Executive Vice President and (iv) the Secretary of the Company's Board of Directors.

The Chief Executive Officer ordinarily reports on the activity carried out during board meetings.

In light of the above, Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera is identified as executive director.

On 15 June 2021, by resolution of the Board of Directors, Mr Giorgio Luca Bruno was appointed Deputy CEO of the Company and, at the same time, was granted powers for the Company's operational management, to be exercised vicariously. As such, Deputy-CEO Giorgio Luca Bruno is qualified as an executive director.

At the Report Date, it should be noted that in addition to the Executive Vice Chairman, Chief Executive Officer and Deputy-CEO, Pirelli classifies as executive directors those directors who at the same time qualify as Key Managers of the Company where present, or Directors who also hold office as Chief Executive Officer or Executive Chairman of Pirelli's main subsidiaries⁵ . A list of the Company's Key Managers is available on the Website.

It should also be noted that the office of the Chairman of the Board of Directors does not qualify as 'executive' given the governance structure and powers granted to the Executive Deputy Chairman and Chief Executive Officer.

⁵ For the sake of completeness, it should be noted that Giovanni Tronchetti Provera is a senior manager of the Group.

4.6 INDEPENDENT DIRECTORS

At the Report Date, eight of the fifteen members (and therefore over 50%) of the Board of Directors satisfied the requirements to qualify as independent pursuant to the Corporate Governance Code and the TUF, namely: Paola Boromei, Domenico De Sole, Roberto Diacetti, Tao Haisu, Giovanni Lo Storto, Marisa Pappalardo, Fan Xiaohua and Wei Yintao.

Upon appointment and thereafter on at least an annual basis, the Board evaluates whether or not members meet and/or retain the requirements of independence specified in the Corporate Governance Code and the TUF for non-executive directors who qualify as independent, disclosing the outcome of the assessment through a press release and/or on the occasion of the annual publication of the Report. This check – which takes account not only of the information provided by the directors themselves but also further information that might be available to the Company, referring to the requirements set out in the TUF, as well as to those recommended in the Corporate Governance Code – was most recently carried out during the board meeting on 5 April 2023.

In making its assessments, the Board did not derogate from any of the criteria prescribed by the Corporate Governance Code.

At the same time as the assessments made by the Board of Directors, the Board of Statutory Auditors confirmed that, in line with the recommendations of the Corporate Governance Code, it had verified the proper application of the assessment criteria and ascertainment procedures adopted by the Board of Directors to assess the continued validity of independence requirements for directors pursuant to the "Statement on Independence".

On 25 February 2021, in fact, the Board of Directors – upon the proposal of the Audit, Risks, Sustainability and Corporate Governance Committee – approved the "Statement regarding independence" to pre-establish the qualitative and quantitative criteria to be used in assessing the independence of Directors and Statutory Auditors.

Said Statement: (i) establishes the qualitative and quantitative criteria used to assess the independence of directors for the purposes of the Corporate Governance Code and, in particular, the parameters of significance of any economic, professional or financial relationships pertaining to directors whose independence is being assessed; and (ii) explains in detail certain interpretative criteria relating to the other cases of independence referred to in the Corporate Governance Code, including the notion of "significant additional remuneration".

In particular, the Company's Board of Directors has set the following thresholds of significance for the relationships under examination:

With reference to the concept of "significant business, financial or professional relationship" as per letter c) above, this includes advisory roles or any other role – with the exception of non-executive corporate offices held within the group, relevant for the significant additional remuneration according to the criteria indicated below – that has led, for the director or statutory auditor whose independence is being examined, or their close family members, to economic compensation in the calendar year greater than (i) 300 thousand euros in the case

of relationships held with undertakings or organisations, over which the director, statutory auditor or close family member has control or is a relevant member, or of the professional firm or association or advisory company where such individuals are a partner, shareholder or associate, in the case of a relationship held with these undertakings, organisations, advisory companies or professional firms and associations; (ii) 100 thousand euros for relationships held directly with natural persons. In the case of a partnership in a professional firm or consulting company, the possible impacts on the position and role of the person under examination should be assessed;

with regard to the concept of "additional significant remuneration" referred to in Recommendation 7(d) of the Corporate Governance Code, this includes all remuneration paid for whatever reason during the calendar year, by the Company, by a (direct or indirect) subsidiary or parent company of the Company, that cumulatively exceeds the total amount of remuneration for the office or remuneration for participation in board committees paid to the director, and of remuneration for the office of member of the Board of Statutory Auditors, whose independence is being assessed.

At the Report Date, no consultancy relationships of any kind were ongoing with directors qualified as independent.

None of the directors qualified as independent at the date of their appointment had lost this status during their term of office.

Considering the above, the powers system, the share ownership structure and the provisions on this subject set out in the Corporate Governance Code, independent directors have not yet deemed it necessary to make a proposal to the Board of Directors to appoint a lead independent director.

The independent and non-executive directors contribute to the Board and committee discussions, bringing their specific skills, and, given their number, have a decisive weight in the decision-making process of the Board of Directors and the committees in which they take part.

Independent directors meet at least once a year in the absence of the other directors, in order to analyse issues of particular importance, such as the functioning of the Board of Directors or company management.

During the Financial Year, the independent directors met for the induction sessions arranged by the Company (referred to in section 4.3.3 above).

5. PROCESSING OF CORPORATE INFORMATION

Pirelli has adopted and consolidated over time a compendium of rules and procedures for the proper management of corporate information, in compliance with the regulations applicable to the various types of data.

With reference to the prevention of market abuses, the Board of Directors of Pirelli has adopted a procedure for defining the principles and rules for preventing such abuses by Pirelli, Group companies and their related parties (the "Market Abuse Procedure").

In particular, the Market Abuse Procedure (available on the Website) governs: (a) the management of "significant information", meaning information that may become "inside information" pursuant to art. 7 of Regulation (EU) 596/2014 ("Inside Information"); (b) the management and communication to the public of Inside Information; (c) the creation, keeping and updating of the register of persons who, in view of their working or professional activities or the functions they perform, have access to Inside Information; (d) the obligations regarding transactions in the shares of the Company, credit instruments issued by the Company and the derivative or other financial instruments linked to them, by parties deemed to be senior decision-makers ("internal dealing"); (e) the operational procedures and scope of application of the prohibition imposed on the Company and the persons who perform administrative, control or management functions for the Company regarding the execution of transactions in Pirelli shares, credit instruments issued by Pirelli and the derivative or other financial instruments linked to them during predetermined periods ("black out periods"); (f) any market soundings carried out or received in compliance with art. 11 of Regulation (EU) 596/2014 and the related enabling regulations.

The Market Abuse Procedure also defines rules for transactions carried out by "Significant Parties" or by "Persons Closely Related to Significant Parties" in financial instruments issued by the Company, with an annual amount of at least Euro 20,000, in compliance with the applicable current regulations. In this regard, a black-out period of 30 calendar days is imposed prior to the announcement by the Company of the data contained in the annual, half-yearly and periodic financial reports required by the legislation in force at the time,⁶ during which the relevant persons referred to in the procedure are expressly forbidden from carrying out transactions on such financial instruments.

6. BOARD COMMITTEES

The role of the board committees is to carry out analyses for, make recommendations to and/or give advice to the Board in relation to matters deemed worthy of further investigation, in order to ensure that there is an effective and informed exchange of opinions about them.

Given also the recommendations and principles contained in the Corporate Governance Code, at the meeting on 22 June 2020 the Company's Board of Directors established the Strategies Committee, the Appointments and Succession Committee, the Audit, Risks, Sustainability and Corporate Governance Committee, the Remuneration Committee and the Related-Party Transactions Committee.

⁶ Annually - as a rule by the end of the year - the Company publishes the calendar of principal corporate events for the next financial year and promptly updates this calendar in the event of subsequent amendments.

The evolution of the composition of committees during the year is detailed in Table 4.

When choosing the Committee members, the Board of Directors considered as a priority the skills and experience acquired by each director in the subjects under discussion, distributing the appointments in order to avoid an excessive concentration of appointments being held by a limited number of people and to encourage the exchange of multiple viewpoints and perspectives.

6.1 FUNCTIONING OF COMMITTEES

The Committees are appointed by the Board of Directors (which also designates its Chairman and approves its rules of procedure) and remain in office for the entire mandate of the Board, meeting whenever deemed appropriate by the Committee Chairman, or when requested by at least one member, by the Chairman of the Board of Directors or by the Chief Executive Officer and, in any case, with the frequency needed to properly carry out their functions.

The Secretary of each Committee is the Secretary to the Board.

The meetings of the Committees shall be convened by notice sent to the participants by its Chairman or by the Secretary of the Committee by the Chairman.

The documentation is sent in good time to all members of the relevant Committee so that they can participate in the meeting in an informed manner (as a rule 10 days prior to the meeting).

Committee meetings are quorate when attended by the majority of appointed members and resolutions are adopted by the majority of those present. With regard to the meetings of the Appointments and Succession Committee regarding the succession of the Chief Executive Officer, the CEO casts the deciding vote in the event of a voting tie.

Committee meetings may be held by conference call; their minutes are taken by the Committee Secretary and recorded in the related minute book.

Committees - which may make use of external advisers in carrying out their functions - are granted adequate financial resources to perform their tasks with spending autonomy. The Related-Party Transactions Committee is entitled to obtain assistance, at the expense of the Company, from one or more independent experts selected by the Committee.

Committees are entitled to access relevant business information and company departments in the performance of their tasks, with support from the Secretary to the Board of Directors for this purpose.

The entire Board of Statutory Auditors is entitled to participate in the activities of the Audit, Risks, Sustainability and Corporate Governance Committee, Remuneration Committee and RPT Committee.

One member of the Board of Statutory Auditors is invited to attend the meetings of the Appointments and Succession Committee and Strategies Committee (usually the Chairman).

Further information about the number of meetings held by each Committee during the Year and about the attendance of each member at those meetings can be found in Table 3 annexed to this Report.

6.2 STRATEGIES COMMITTEE

STRATEGIES COMMITTEE
NAME AND SURNAME	OFFICE
Li Fanrong	Chairman of the Board of Director
Marco Tronchetti Provera	Executive Vice Chairman and Chief Executive Officer
Yang Shihao	Director
Wang Feng	Director
Giorgio Luca Bruno	Deputy-CEO
Domenico De Sole	Independent Director
Giovanni Lo Storto	Independent Director
Wei Yintao	Independent Director

At the Report Date, the Strategies Committee is made up of 8 directors (including 3 independent directors): Marco Tronchetti Provera (Committee Chairman), Li Fanrong, Yang Shihao, Giorgio Luca Bruno, Wang Feng, Domenico De Sole, Giovanni Lo Storto and Wei Yintao.

The Strategies Committee has consultative and advisory functions in the definition of strategic guidelines and for the identification and definition of the terms and conditions of the individual operations of strategic importance. In particular, the Strategies Committee:

supports the Board of Directors in examining the business plans of the Company and the Group, also based on an analysis of the relevant topics for value generation in the long term;
helps the Board to assess transactions, initiatives and activities of strategic importance including, in particular:
o entry into new geographical markets and businesses;
o industrial alliances (e.g. joint ventures);
o special transactions (mergers, spin-offs, capital increases and capital reductions, except for those to cover losses);
o investment projects;
o industrial and/or financial restructuring projects and programmes;
examines periodically the organisational structure of the Company and the Group, presenting any suggestions and opinions to the Board;
monitors and assesses managements' achievement of the Group's economic-financial targets over time on the basis of the information flows procedure set out below, proposing to the Board of Directors any actions and/or the adoption of corrections to achieve the economic-financial targets approved by the Board of Directors.

It is required that the Strategies Committee be the recipient of a specific and continuous flow of information from the Chief Executive Officer, assisted by the Secretary of the Company's Board of Directors for such purposes.

6.3 RELATED-PARTY TRANSACTIONS COMMITTEE

RPT COMITEE
NAME AND SURNAME	OFFICE
Marisa Pappalardo	Independent Director
Domenico De Sole	Independent Director
Giovanni Lo Storto	Independent Director

At the Report Date, the Related-Party Transactions Committee is made up of 3 independent directors: Marisa Pappalardo (Chairman of the Committee), Domenico De Sole, and Giovanni Lo Storto.

The Related-Party Transactions Committee has consultative and advisory functions in relation to related-party transactions in the terms laid down in the current regulations and the Procedure for Related-Party Transactions (see section 10).

The committee members' enhanced awareness of the Company and corporate and Group dynamics is also fostered by the systematic attendance of management at the meetings of the Related-Party Transactions Committee.

During the year, it was noted that management assiduously attended the Related Party Transactions Committee meetings in order to provide adequate information support for the adoption of resolutions.

7. SUCCESSION OF DIRECTORS - APPOINTMENTS AND SUCCESSION COMMITTEE

NAME AND SURNAME	OFFICE
Li Fanrong	Chairman of the Board of Director
Marco Tronchetti Provera	Executive Vice Chairman and Chief Executive Officer
Wang Feng	Director
Giovanni Tronchetti Provera	Director

At the Report Date, the Appointments and Succession Committee is composed of 4 members: Marco Tronchetti Provera (Chairman of the Committee), Li Fanrong, Giovanni Tronchetti Provera and Wang Feng. As an exception to the Corporate Governance Code, the majority of the members of this committee are non-executive directors (albeit not independent). This is because the committee addresses not only matters relating to appointments, but also those regarding top management succession; in addition, committee membership takes account of the fact that the Renewal of the Shareholders' Agreement has established a structured procedure for identifying the successor to Marco Tronchetti Provera as the Chief Executive Officer of Pirelli (see section 7.1 below).

In particular, the Appointments and Succession Committee:

prepares opinions for the Board of Directors on the size and composition of the Board and makes recommendations about the professional roles whose presence on the Board is deemed appropriate;
prepares opinions for the Board of Directors on the adoption and/or amendment by the Board of its orientation towards the number of appointments considered compatible with effective performance as a director of the Company;
makes recommendations to the Board of Directors about any issues regarding application of the prohibition of competition envisaged in art. 2390 of the Italian Civil Code, should the Shareholders' Meeting - for organisational reasons - authorise in advance, on a general basis, exceptions to this prohibition;
recommends candidates to the Board of Directors where it is necessary to co-opt new Directors;
makes recommendations to the Board of Directors on any "emergency" succession plans for the most senior decision-makers;
prepares opinions for the Board of Directors on the appointment (by co-option or otherwise) of candidates to the position of Chief Executive Officer;
upon proposal of the Chief Executive Officer, identifies criteria for the succession plans covering top and senior management in general, in order to guarantee the continuity of business strategies.

It is noted that the task of overseeing the self-assessment process of the Board of Directors and Board of Statutory Auditors has been assigned to the Audit, Risks, Sustainability and Corporate Governance Committee, while the Appointments and Succession Committee's duties do not include assisting the outgoing Board of Directors in the possible presentation of its own slate, since this is not envisaged by the Bylaws.

7.1 SUCCESSION PLANS

Pursuant to the Shareholders' Agreement Renewal, in order to ensure the continuity of Pirelli's business culture, Marco Tronchetti Provera, in his capacity as Executive Vice Chairman of Pirelli, was confirmed in the key role of directing top management and ensuring the continuity of Pirelli's business culture, including by playing a leading role in the appointment of Giorgio Luca Bruno as the new Chief Executive Officer of Pirelli. Specifically, it is envisaged that Marco Tronchetti Provera, as Executive Vice Chairman of Pirelli, will continue to be vested with powers for the strategic direction of the Group and the power to supervise the implementation of the Pirelli business plan. He will also be responsible for relations with shareholders, institutions, investors and the media. Giorgio Luca

Bruno, on the other hand, in his capacity as the Company's Chief Executive Officer, shall be responsible for the operational implementation of group strategies.

8. REMUNERATION COMMITTEE AND DIRECTORS' REMUNERATION

	REMUNERATION COMMITTEE
	NAME AND SURNAME	OFFICE
	Tao Haisu	Independent Director
뻿	Wang Feng	Director
	Paola Boromei	Independent Director
	Fan Xiaohua	Independent Director
	Marisa Pappalardo	Independent Director

Information about the 2023 remuneration policy and remuneration paid in 2022, and about the duties performed by the Remuneration Committee, can be found in the Remuneration Report drawn up pursuant to art. 123-ter TUF, which is made available to the public as envisaged by current laws and regulations, including by publication on the Website. It should be noted that said document also includes the information required by Article 123-bis, paragraph 1, letter i) of the TUF.

The committee members' enhanced awareness of the Company and corporate and Group dynamics is also fostered by the systematic attendance of management at the meetings of the Remuneration Committee.

Management - and in particular the EVP & Chief Human Resources Officer, the Head of Compensation & Benefits and the Head of International Mobility and HR Administration - regularly and diligently attended the meetings of the Committee during the Financial Year, thereby contributing to periodic and up-to-date reporting to the Committee.

9. SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENTI - AUDIT, RISKS, SUSTAINABILITY AND CORPORATE GOVERNANCE COMMITTEE

The Company's internal control and risk management system is designed to contribute to the operation of a healthy and proper business, consistent with the objectives established by the Board of Directors, by identifying, managing and monitoring the principal risks faced by the Company. The internal control and risk management system allows the principal risks, and the reliability, accuracy, trustworthiness and timeliness of financial reporting to be identified, measured, managed and monitored.

Responsibility for the adoption of an adequate internal control and risk management system lies with the Board of Directors which, with the support of the Audit, Risks, Sustainability and Corporate Governance Committee, carries out the tasks assigned to it in the Corporate Governance Code. In particular, after consulting with the Audit, Risks, Sustainability and Corporate Governance Committee, the Board of Directors:

(i) analyses and approves the compliance and audit plans scheduled for the following financial year;

(ii) supervises the risk management process to ensure that the risks assumed in the course of business are in line with the Company's strategies; to this end, it establishes a risk appetite and sets guidelines for managing risks that may jeopardise the achievement of the Company's objectives, assessing their adequacy at least once a year;

(iii) takes note of the risk analysis carried out by the Company's offices on a quarterly basis and of the risk assessment at least on the launch of the annual business plans and budgets;

(iv) takes note of the progress of the tax risk monitoring and mitigation activities, as well as (at least annually) the tax operating plan and (every three years) the strategic tax plan.

The implementation of the strategies and guidelines adopted by the Board of Directors is then ensured by a pyramid structure of the departments involved in drafting the plans and activities mentioned above, thanks to constant interaction between the Board itself and the Company's top management which directs its work.

A more complete description of Pirelli's internal control system can be found in the Directors' report on operations. Additionally, in this regard, the Board of Statutory Auditors has issued a statement on the administration and accounting systems adopted by the significant subsidiaries of Pirelli to ensure that the information on the company's assets, business and finances required for the preparation of the consolidated financial statements is regularly received by the Pirelli's senior management and external auditor.

9.1 DUTIES OF THE MANAGING DIRECTOR IN RELATION TO THE ESTABLISHMENT AND MAINTENANCE OF THE INTERNAL CONTROL SYSTEM

In its meeting of 22 June 2020, the Board of Directors appointed Mr Marco Tronchetti Provera as the person in charge of setting up and maintaining the internal control and risk management system.

The Executive Vice Chairman and Chief Executive Officer is tasked with supervising the functioning of the system of internal control and risk management and implementing the respective guidelines established by the Board of Directors, with support from the Audit, Risks, Sustainability and Corporate Governance Committee, ensuring that all actions necessary for the implementation of the system are taken. In line with the recommendations of the Corporate Governance Code, he/she:

ensures that the principal business risks are identified, taking account of the characteristics of the activities carried out by the Company and its subsidiaries, and submits them periodically to the Board of Directors for review;
authorises execution of the guidelines formulated by the Board of Directors, supervising the design, implementation and management of the internal control and risk management system and constantly monitoring its adequacy and effectiveness;
ensures that this system is adapted to any changes in operating conditions and the legislative and regulatory framework;
may ask the internal audit function to carry out checks on specific operational areas and on compliance with internal rules and procedures in the execution of corporate transactions, while simultaneously notifying the Chairman of the Board of Directors, the Chairman of the Audit, Risks, Sustainability and Corporate Governance Committee and the Chairman of the Board of Statutory Auditors; and
reports promptly to the Audit, Risks, Sustainability and Corporate Governance Committee on issues and critical situations identified during his work or otherwise brought to his attention, so that the Committee can take appropriate action.

9.2 AUDIT, RISKS, SUSTAINABILITY AND CORPORATE GOVERNANCE COMMITTEE

ARSCGC
NAME AND SURNAME	OFFICE
Fan Xiaohua	Independent Director
Zhang Haitao	Director
Roberto Diacetti	Independent Director
Giovanni Lo Storto	Independent Director
Marisa Pappalardo	Independent Director

At the Report Date, the Audit, Risks, Sustainability and Corporate Governance Committee was made up of 5 directors (four of whom are independent): Fan Xiaohua (Committee Chair), Zhang Haitao, Roberto Diacetti, Giovanni Lo Storto and Marisa Pappalardo. Directors Fan, Diacetti and Lo Storto have adequate experience in accounting and finance or in risk management.

The Audit, Risks, Sustainability and Corporate Governance Committee, which incorporates the functions of the "control and risks committee", helps the Board of Directors to assess and make decisions relating to the internal control and risk management system, as well as the approval of periodic financial reports. In particular, the Audit, Risks, Sustainability and Corporate Governance Committee:

assists the Board of Directors with:
a) defining guidelines for the internal control and risk management system, in keeping with the Company's strategies;
b) evaluating, at least once a year, the adequacy of the internal control and risk management system with respect to the characteristics of the business and the risk profile assumed, as well as its effectiveness;
c) appointing and removing the head of the Internal Audit department, defining the remuneration of this figure in line with the company's policies, ensuring that the same has adequate resources to perform its duties;
d) approving, at least once a year, the work plan drawn up by the head of the internal audit department and the head of the compliance department, after consulting with the control body and Chief Executive Officer;
e) assessing the adoption of measures aimed to ensure the effectiveness and impartiality of judgement of the other company departments involved in the controls, checking that they have adequate professionalism and resources;
f) assessing, having consulted the Board of Statutory Auditors, the results presented by the external auditor in any letter of recommendations and in the additional report addressed to the Board of Statutory Auditors;
g) describing, in the report on corporate governance, the main characteristics of the internal control and risk management system and the methods used to coordinate the various parties involved in said system, indicating the models and best national and international practices of reference, expressing its opinion on the overall adequacy of the same;
assessing, having consulted the manager responsible for the preparation of the corporate financial documents as well as the firm appointed to undertake the external audit of the accounts and the Board of Statutory Auditors, the proper and consistent application of the accounting standards within the Group when preparing the consolidated financial statements;
assessing the suitability of the periodic, financial and non-financial information, correctly representing the business model, the Company's strategies, the impact of its activities and the performances achieved in coordination with the Strategies Committee;
examining the content of the periodic non-financial information relevant for the internal control and risk management system;
expressing opinions on specific aspects concerning identification of the main company risks and supporting the assessments and decisions of the Board of Directors on the management of risks deriving from adverse facts that have come to the attention of the Committee;
examining the periodic reports prepared by the internal audit manager and the manager of the compliance function;
monitoring the autonomy, adequacy, effectiveness and efficiency of the internal audit function;
requesting that the internal audit department, if deemed appropriate, perform checks in specific operational areas, notifying the Chairman of the Board of Statutory Auditors at the same time;
reporting to the Board of Directors on the work performed and on the adequacy of the internal control and risk management system, at least at the time of approving the financial statements and the half-year report;
monitoring compliance with and the periodic update of corporate governance rules, as well as compliance with any codes of conduct adopted by the Company and its subsidiaries; in particular, it is responsible for proposing the procedures and timeframes for the Board of Directors' annual self-assessment;
monitoring the operations of the business in terms of their sustainability and the dynamics of the interactions of the business will all stakeholders;
defining and recommending "sustainability" guidelines to the Board of Directors and monitoring compliance with any codes of conduct adopted by the Company and its subsidiaries.

The committee members' enhanced awareness of the Company and corporate and Group dynamics is also fostered by the systematic attendance of management at the Committee's meetings.

Management - and in particular the Head of Compliance, the Manager responsible for the preparation of the corporate financial documents report, the Head of Financial Statements, the Head of Sustainability and Future Mobility, the Head of Sustainability and Equal Opportunities, the Head of Internal Audit, the SVP of Sustainability and Future Mobility, the Head of Finance and Risk Management and the Risk Manager - regularly and diligently attended the meetings of the Audit, Risks, Sustainability and Corporate Governance Committee during the Financial Year, thereby contributing to periodic and up-to-date reporting to the Committee.

9.3 INTERNAL AUDIT DEPARTMENT

The Company has an Internal Audit Department, which has been assigned functions that are essentially in line with those provided for by the Corporate Governance Code.

In particular, the department is tasked with assessing the adequacy and functioning of the audit, risk management and Corporate Governance processes, by providing independent and objective assurance and advice.

The Internal Audit Department:

audits, both on a continuous basis and in relation to specific needs and in accordance with international standards, the effective operation and suitability of the internal control and risk management system - suggesting any corrective actions required - by implementing an audit plan approved by the Board of Directors, based on a structured process of analysis and prioritisation of the principal risks;
carries out audits, also at the request of the Audit, Risks, Sustainability and Corporate Governance Committee, the Board of Statutory Auditors and the Chief Executive Officer, of specific operating areas and compliance with the internal procedures and rules in the execution of business operations;
prepares periodic reports on its assessment of the suitability of the internal control and risk management system. These reports are sent, at least once every quarter, to the Board of Statutory Auditors, the Audit, Risks, Sustainability and Corporate Governance Committee, and the Director responsible for the internal control system, and, at least every six months, to the Board of Directors;
receives and analyses reports obtained in accordance with the whistle-blowing procedures established by the Group and regarding any cases of corruption/violation of the principles of internal control and/or the precepts of the Code of Ethics, equal opportunities, corporate rules and regulations, or any other actions or omissions that, directly or indirectly, might result in economic or financial losses for or damage to the reputation of the Group and/or its subsidiaries;
provides adequate support to the Supervisory Bodies established pursuant to art. 6 of Decree 231/2001;
provides advice and support to the relevant Company departments without exercising any decision-making or authorisation responsibilities – regarding inter alia: (i) the reliability of the systems safeguarding the Company's assets; (ii) the adequacy of the accounting, control and reporting procedures for administrative operations.

As mentioned in paragraph 9.2, it should be noted that the Audit, Risks, Sustainability and Corporate Governance Committee expresses an opinion on proposals concerning the appointment, revocation, assignment of duties and determination of the remuneration, consistent with Company policies, of the head of the Internal Audit Department, as well as on the adequacy of the resources allocated to the department in order to carry out the assigned functions.

The Head of the Internal Audit Department reports hierarchically to the EVP of Corporate Affairs, Compliance, Internal Audit, Corporate Security and Company Secretary and functionally to the Audit, Risks, Sustainability and Corporate Governance Committee and the Board of Statutory Auditors.

9.4 COMPLIANCE DEPARTMENT

Operating within the Corporate Affairs, Compliance, Internal Audit, Corporate Security and Company Secretary Department, the Compliance Department works with the Legal departments and other competent company departments to ensure that the company's internal regulations, processes and activities are constantly aligned with the applicable regulatory framework, playing an active role in identifying any non-compliance risks that might give rise to judicial or administrative penalties, resulting in reputational damage. For more details on the work carried out by the Compliance

Department, see the paragraph of the NFD Report titled "231 Compliance, Anti-Corruption, Sanctions, Privacy and Antitrust Projects".

9.5 SYSTEM OF RISK MANAGEMENT AND CONTROL OVER FINANCIAL INFORMATION

Pirelli has implemented a specific and structured risk management and internal control system supported by a dedicated IT application, in relation to the process to prepare the consolidated halfyearly and annual financial reports. In particular, the financial reporting process is carried out by applying appropriate administrative and accounting procedures created in accordance with the criteria established by the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The administrative/accounting procedures adopted for the preparation of financial statements and all other financial disclosures are created under the responsibility of the Manager in Charge (as defined in section 9.10 below), who – with support from the Compliance Department – periodically (and in any case, when the separate/consolidated financial statements are drawn up) checks their adequacy and proper application.

In order to allow certification by the Manager in charge, the companies and the significant processes that feed into and generate information of an economic and financial nature have been mapped. These maps are updated on an annual basis taking account of quantitative and qualitative criteria. Quantitative criteria consist in identifying those Group companies which, in relation to the selected processes, represent an aggregate value above a certain materiality threshold. Qualitative criteria, on the other hand, involve reviewing those processes and companies that, according to the Manager in charge's final assessment, may present potential areas of risk despite not falling within the quantitative parameters described above.

Risks/control objectives have been identified for each selected process involved in the preparation of the financial statements and related disclosures, as well as with regard to the effectiveness/efficiency of the internal control system in general.

Detailed verification work has been planned, and specific responsibilities have been defined for each control objective.

A half-yearly system for supervising the verification work undertaken has been implemented through a chain-of-certifications mechanism, which is traced all the way back to the Chief Executive Officers of each company within the scope of control; any problems emerging during the assessment process are subject to action plans whose implementation is monitored within the following half year.

Moreover, the Chief Executive Officers and Chief Financial Officers of subsidiaries issue half-yearly statements attesting the reliability and accuracy of the data submitted for the preparation of the Group's consolidated financial statements.

Shortly before the Board meetings held to approve the consolidated data as of 30 June and 31 December, the results of the verification work are shared with the Group's Manager in charge.

Finally, the Internal Audit Department periodically verifies the adequacy of the design and the effective operation of the controls carried out on samples of companies and processes, selected applying materiality criteria.

9.6 TAX RISK CONTROL SYSTEM

The Group's management of and approach to the tax risk are defined and indicated in the principles and values of its Global Tax Policy, the document approved by the Board of Directors and made public on the Company's website. The Board of Directors is periodically informed about the progress of the monitoring, management and mitigation of the tax risks identified as part of the business activities carried out by the Group.

Moreover, since 2017, the Company has implemented and adopted a Tax Control Framework ("TCF") in line with international best practices and in compliance with the Principles dictated by the OECD, i.e. a system for the detection, management and control of tax risks based on rules, principles and processes, which reaffirms the Group's commitment to strict compliance with tax regulations.

The soundness of the Company's TCF has been endorsed by the Italian Revenue Agency and certified with the Company being admitted (as of 2017) to the "Cooperative Compliance" Scheme – the new course in the relationship between tax authorities and taxpayers, a rewarding scheme to which only a few large Italian industrial and banking groups have been admitted.

The results of the risk management, control and mitigation activities, and the progress of dialogue with the Italian tax authorities are periodically reported through the Tax Risk Officer – a new position provided for under the Collaborative Compliance scheme, who is responsible for implementing and overseeing the Tax Control Framework for the purpose of controlling and mitigating tax risks – and the Tax Affairs Department to the Audit, Risks, Sustainability and Corporate Governance Committee which, in turn, reports to the Board of Directors.

9.7 DIRECTOR RESPONSIBLE FOR SUSTAINABILITY ISSUES

On 22 June 2020, the Board of Directors confirmed Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera as the Director in Charge of sustainability issues.

In that role, he will be responsible for supervising sustainability issues associated with the conduct of the activities of the company, and its dynamics of interaction with all the stakeholders, and for

implementing the guidelines defined by the Board of Directors, with assistance from the Audit, Risks, Sustainability and Corporate Governance Committee.

9.8 MODEL 231 AND CODE OF ETHICS

The Company has adopted the organisation and management model envisaged by Decree 231 of 8 June 2001, as subsequently amended (the "Model 231"), in order to create a system of rules designed to prevent unlawful conduct that might be significant for the purposes of applying the above regulations and, as a consequence, has established a supervisory body (the "Supervisory Body").

Model 231 – periodically updated by the Company in light of legislative developments – is made up of: (a) a general part covering topics relating, inter alia, to the applicability and application of Decree 231/2001, the composition and functioning of the Supervisory Body, and the system of penalties applicable in the event of breaches of the standards of conduct specified in Model 231, and (b) a special part containing the general principles of conduct and the control protocols for each type of identified offence deemed significant for the Company.

The Supervisory Board – appointed by the Board of Directors on 22 June 2020 and reshuffled by the Board of Directors on 11 November 2020 – is made up of: Carlo Secchi (Chairman), Antonella Carù (Standing Auditor) and Alberto Bastanzio (by virtue of his position as Executive Vice President Corporate Affairs, Compliance, Internal Audit, Corporate Security and Company Secretary). The Supervisory Body satisfies the autonomy, independence, professionalism and continuity of action requirements specified by law for that body.

Pirelli has adopted a Code of Ethics that sets out principles for the required conduct of directors, statutory auditors, managers and employees of the Group and, in general, all those working in Italy and abroad on behalf or for the benefit of the Group, or engaging in business relations with the Group, each in the context of their own functions and responsibilities. This includes any conduct with reference to the sustainability issues as described in more detail in the NFD Report.

An extract of Model 231 and the Code of Ethics are available on the Website.

9.9 EXTERNAL AUDITOR

The firm engaged to perform the external audit of the Company accounts is PricewaterhouseCoopers S.p.A. (the "Auditing Firm"), with registered and administrative offices at Piazza Tre Torri 2, Milan, recorded on the Register of Auditors established pursuant to arts. 6 et seq. of Legislative Decree No. 39/2010.

Pirelli's Ordinary Shareholders' Meeting held on 1 August 2017 confirmed the firm's appointment to perform the external audit of the accounts (originally made for three financial years on 27 April 2017), establishing that, with effect from the admission of Pirelli shares to trading on the MTA (now Euronext

Milan) as of 4 October 2017, such appointment would entail: (i) the external audit of the accounts (including verification that the accounting records are properly kept and that the results of operations are properly reflected in the accounting entries) pursuant to articles 13 and 17 of Decree 39/2010 for the financial years 2017-2025, in relation to the separate financial statements of the Company, the consolidated financial statements of the Group and the additional related activities; and (ii) the limited examination of the condensed half-year consolidated financial statements of Pirelli for the six-month periods ending on 30 June 2018-2025.

In addition to carrying out the statutory audit, the Auditing Firm is also responsible for the limited audit of the sustainability performance data reported in the NFD Report in accordance with the criteria set out in ISAE 3000 Revised7.

For the sake of completeness, it should be noted that the Company has adopted Operating Rules to assign tasks to the Auditing Firm8 which concerns – among other things – the procedures for assigning tasks other than the statutory audit to PricewaterhouseCoopers S.p.A. and members of its network ("Other Engagements"; i.e. other audit services, audit-related services and non-audit services). The Operating Rules establish a detailed procedure that requires prior approval of the Board of Statutory Auditors for the assignment of Other Engagements. In compliance with the provisions of Article 17 of Legislative Decree No. 39/2010 on the independence of the Auditing Firm, the Company also has a procedure in place to ensure compliance with the thresholds set out in art. 4, paragraph 2 of Regulation 537/20149. To this end, during the meetings of the Board of Statutory Auditors regarding the approval of Other Engagements, specific documentation is provided to certify compliance with said thresholds. The details of the fees paid to the Auditing Firm are reported in the explanatory notes on the financial statements.

9.10 MANAGER IN CHARGE

In the context of further implementation of the organisational structure, in its meeting of 3 November 2022, the Board of Directors appointed Fabio Bocchio, who is responsible for the Administration, Budget and Control departments, as the Manager responsible for the preparation of the corporate financial documents pursuant to art. 154-bis of the TUF ("Manager in charge"). Mr Bocchio succeeded Mr Giorgio Luca Bruno in the role, who had been appointed on 15 June 2021. The term

⁷ International Standard on Assurance Engagements 3000 - Assurance Engagements other than Audits or Reviews of Historical Financial Information, issued by the International Auditing and Assurance Standards Board. For further information, please refer to the Auditors' Report at the end of the Annual Report.

⁸ Operating Rules "Engagement of Auditing Firms" adopted pursuant to Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation 537/2014. Directive No. 2014/56 was transposed by Legislative Decree No. 135/2016, which amended Legislative Decree No. 39 of 27 January 2010.

⁹ "Where the statutory auditor or auditing firm supplies the entity being audited, its parent company or companies it controls – for a period of three or more consecutive financial years – with non-audit services other than those referred to in art. 5, paragraph 1 herein, the total fees for said services shall be limited to 70% of the average fees paid during the preceding three consecutive financial years for the statutory audit of the entity being audited and, where applicable, its parent company, controlled companies and the consolidated financial statements of said group of companies. For the purposes of the limitations set out in the first paragraph, non-audit services other than those referred to in art. 5, paragraph 1 required by EU or Italian law shall be precluded".

of office is aligned with that of the Board of Directors, and the assignment was granted to the Manager in charge following the positive assessment by the Audit, Risks, Sustainability and Corporate Governance Committee and the favourable opinion of the Board of Statutory Auditors. The Board of Directors also verified that the Manager in charge met the requirements of professionalism and integrity that are necessary for the assignment.

The Board of Directors ensures that the Manager in Charge avails of the proper means and powers to exercise the duties conferred, and ensures effective compliance with administrative and accounting procedures. The Chief Reporting Officer puts suitable administrative and accounting procedures in place for the preparation of the separate and consolidated financial statements, as well as of all other financial communications.

The Company deeds and communications made public to the market that contain accounting information, including interim data, must be accompanied by a written declaration from the Chief Reporting Officer confirming that it corresponds to the supporting documentation, records and accounting entries.

The term of office of the Chief Reporting Officer expires at the same time as that of the Board of Directors which appointed him/her.

9.11 COORDINATION BETWEEN THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

As part of the internal control and risk management system, the Company provides for and promotes close coordination between the parties involved in the system, scheduling meetings at least once every six months for the Audit, Risks, Sustainability and Corporate Governance Committee, during which Directors are able to interact directly with the managers of the departments involved (Compliance, Audit, Risk Management and Information Security). The results of the Committee meetings are reported directly to the meetings of the Board of Directors on a regular basis.

In order to ensure coordination between the Company's control systems, the meetings of the Audit, Risks, Sustainability and Corporate Governance Committee are periodically held jointly with the Supervisory Board and the Board of Statutory Auditors.

For further information, please refer to the dedicated section in the Directors' Report on Operations.

10. INTERESTS OF THE DIRECTORS AND RELATED-PARTY TRANSACTIONS

In compliance with the provisions of art. 2391-bis of the Italian Civil Code and the Related-Party Regulations, on 15 June 2021 the Board of Directors – following the unanimous favourable opinion expressed by the Related-Party Transactions Committee – passed a resolution to adopt the procedure for related-party transactions (the "RPT Procedure") with effect from 1 July 2021. The

aforesaid procedure was thereafter updated by the Board of Directors, only to take into consideration the changes to the Company's organisational structure in late 2021.

The RPT Procedure establishes rules for the approval and execution of the related-party transactions arranged directly by Pirelli or by its subsidiaries.

The full text of the RPT Procedure is available on the Website. Periodically and at least every three years, the Board of Directors - having received the opinion of the Related-Party Transactions Committee - considers the need to revise the RPT Procedure.

A special section of the financial statements shows the principal transactions with related parties undertaken by the Company.

Every six months, a report on the application of the RPT Procedure, drawn up by the Compliance Department, is submitted to the Related-Party Transactions Committee and subsequently the Board of Directors. The analyses carried out to date have shown due compliance with and the correct application of the aforementioned procedure in all cases falling within its scope of application.

11. BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT, REPLACEMENT AND DURATION IN OFFICE

At the Report Date, the Board of Statutory Auditors is composed of five standing auditors and three alternate auditors who satisfy current legislative and regulatory requirements; in this regard the activities indicated in the corporate purpose, with particular reference to companies or entities operating in the financial, industrial, banking, insurance and real estate fields and services in general, are qualified as subjects and sectors of activity closely related to those of the company .

The Ordinary Shareholders' Meeting appoints the Board of Statutory Auditors and determines its remuneration.

The statutory auditors act with autonomy and independence, also with regard to the shareholders that elected them.

In order to enable the minority to elect a standing auditor (who will be the Chairman of the Board of Statutory Auditors) and an Alternate Auditor, the Board of Statutory Auditors is appointed on the basis of slates presented by the shareholders, in which each candidate is listed with a sequence number. Each slate contains a number of candidates that does not exceed the number of members to be elected.

Shareholders are only entitled to present a slate if, alone or together with other shareholders, they hold at least 1% of the shares entitled to vote at an Ordinary Shareholders' Meeting, or any lower amount required by a regulation issued by Consob for the presentation of slates of candidates for

appointment to the Board of Directors. Each shareholder may present or contribute to the presentation of just one slate.

The slates of candidates, signed by those presenting them, must be filed at the registered offices of the Company at least twenty-five days prior to the date fixed for the Meeting called to appoint the members of the Board of Statutory Auditors, without prejudice to any extension in the cases envisaged by the applicable legislation. These slates are made available to the public at the registered offices, on the Website and in other ways prescribed by Consob regulation, at least twenty-one days prior to the date of the Meeting.

Each candidate may be included on just one slate, subject otherwise to becoming ineligible.

Each slate comprises two sections: one for candidates for the office of standing auditor and the other for candidates to the position of alternate auditor. The first candidate in each section shall be selected from among those registered in the Register of Chartered Accountants who has worked on external audits for a period of not less than three years. In order to ensure gender balance, slates that - taking account of both sections - present a number of candidates equal to or exceeding three, must include candidates of each gender at least to the 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.

Each party entitled to vote may only vote for one slate. The members of the Board of Statutory Auditors are elected as follows:

1) four standing auditors and two alternate auditors are drawn, in the sequence listed, from the slate that obtained the largest number of votes (the majority slate);
2) the remaining standing auditor and alternate auditor are drawn, in the sequence listed, from the slate that obtained the second largest number of votes (the minority slate); should several slates obtain the same number of votes, a new vote limited to just those slates is held by all those entitled to vote that are present at the Shareholders' Meeting, and the candidates on the slate which obtains the simple majority of the votes will be elected.

Should application of the slate voting mechanism not obtain, considering the standing and alternate auditors separately, the minimum number of statutory auditors belonging to the less represented gender envisaged by the regulations in force at the time, the candidate belonging to the most represented gender and elected, indicated with the highest sequential number of each section from the slate that obtained the largest number of votes, will be replaced by the candidate belonging to the less represented gender not already elected from the same section of that slate, according to the sequential order of presentation.

An auditor is replaced, in the event of death, resignation or forfeiture, by the first alternate auditor drawn from the same slate. If this replacement does not allow the Board of Statutory Auditors to be reconstructed in compliance with current regulations, including those governing gender balance, recourse is 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, following the order of that slate, 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 regulations in force; 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.

When the Shareholders' Meeting must appoint the standing and/or alternate auditors necessary for the supplementing of the Board of Statutory Auditors, the procedure is the following: if it is necessary to replace auditors elected from the majority slate, the appointment is made by a relative majority of the votes cast, without any slate requirements and without prejudice, in all cases, to compliance with the gender balance requirements envisaged by the regulations in force; if, on the other hand, it is necessary to replace auditors elected from the minority slate, the Shareholders' Meeting replaces them by a relative majority of the votes cast, choosing them - where possible - from among the candidates indicated on the slate from which the auditor to be replaced was drawn and, in all cases, in compliance with the principle guaranteeing representation for the minorities that, pursuant to the Articles, are entitled to participate in the appointment of the Board of Statutory Auditors, without prejudice in all cases to compliance with the gender balance requirements envisaged by the regulations in force. 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.

If only one slate is presented, the Shareholders' Meeting votes on it; if the slate obtains a relative majority of the votes cast, the candidates named in the respective sections of the slate are elected as standing auditors and alternate auditors; the person named first on the above slate becomes the Chairman of the Board of Statutory Auditors.

For the appointment of statutory auditors who, for any reason, were not appointed in accordance with the above procedure, the Shareholders' Meeting adopts resolutions with the majorities required by law, without prejudice in all cases to compliance with the gender balance requirements envisaged by the regulations in force. Outgoing Statutory Auditors may be re-elected.

11.2 COMPOSITION

The Board of Statutory Auditors in office at the Report Date was appointed by the ordinary Shareholders' Meeting held on 15 June 2021 and is made up of the following members: Riccardo Foglia Taverna (Chairman of the Board of Statutory Auditors, appointed by the minorities), Francesca Meneghel, Teresa Naddeo, Antonella Carù, and Alberto Villani, as Standing Auditors, and Franca Brusco (appointed by the minorities), Marco Taglioretti and Maria Sardelli, as alternate auditors until the date of the Shareholders' Meeting called for the approval of the financial statements

for the year ending 31 December 2023. The Board of Statutory Auditors is composed of a majority of female auditors.

The professional profiles of the members of the incumbent Board of Statutory Auditors are summarised on the Website.

The remuneration of the statutory auditors is discussed in the Remuneration Report.

All Statutory Auditors may be qualified as independent based on the criteria specified for Directors as set out in the Corporate Governance Code and as expressly ascertained by the Board of Statutory Auditors based on the information provided by the Statutory Auditors and the information available thereto. This check is carried out on an annual basis and was most recently conducted in the meeting of the Board of Statutory Auditors on 13 March 2023, during which the continued fulfilment of independence requirements was assessed and verified within the meaning of the TUF and Corporate Governance Code, while also bearing in mind the "Independence and Diversity Statement".

With reference to the Statutory Auditor Antonella Carù, first appointed on 10 May 2012, holding office until 15 March 2016 (and therefore for 4 financial years) and subsequently re-appointed on 1 August 2017, during the financial year, the nine-year limit set forth by the Corporate Governance Code for the purposes of the permanence of independence requirements was exceeded . The Board of Statutory Auditors, having noted the high professional profile of Statutory Auditor Carù (more than thirty years of academic teaching experience, in addition to holding auditing positions in leading listed companies)¹⁰ and the maintenance of all the additional independence requirements provided for by the Corporate Governance Code, assessed that the experience gained over the years by Statutory Auditor Carù in relation to the office does not constitute an obstacle to the maintenance of the independence requirement, but, on the contrary, represents a valuable asset for the Company, in particular, in terms of continuity of corporate knowledge and contribution to the collegial debate, also taking into account the recent renewal of the Board of Statutory Auditors, the majority of which is composed of newly appointed representatives; this without compromising their ability to perform their duties in an objective manner. During the Year, the Board of Statutory Auditors of Pirelli met 11 times, with each meeting having an average duration of about 2 hours.

The members of the Board of Statutory Auditors present such characteristics as to ensure an adequate level of diversity with regard to aspects such as age, gender composition and educational and professional background. In particular, at the Report Date, of the eight members of the Board of Statutory Auditors (five standing auditors and three alternate auditors), approximately 63% were female (the percentage is 60% of the standing Auditors only). The average age of the members of the Board of Statutory Auditors is approximately 58 years.

During the course of the Financial Year, the Board of Statutory Auditors, like the Board of Directors, again carried out the process for assessing its performance, with assistance from the independent consulting firm Spencer Stuart, in line with what was done in the previous year and in compliance with the code of conduct for listed companies published by the Italian national association of

¹⁰ For more details on the professional profile of Standing Auditor Carù, please refer to the curriculum vitae available on Pirelli's website.

chartered accountants and auditors ("Rules of Conduct"). That self-assessment process, like the process in place for the Board of Directors, is carried out through individual interviews, with questions about the suitability, size, composition and functioning of the Board of Statutory Auditors itself, in order to verify suitability, fairness and effectiveness in its functioning. Positive outcomes of the Board of Statutory Auditors' self-assessment process are included in the Statutory Auditors' report at 31 December 2022. Table 4, annexed, provides the significant information about each member of the Board of Statutory Auditors in office at the Report Date.

12. GENERAL MANAGEMENT OPERATIONS

It should be noted that the General Manager Operations role was established in May 2018 and is entrusted to Andrea Casaluci, who is also given the title of key manager. The Board conferred appropriate responsibilities and operational powers to perform the assignment on the General Manager Operations.

13. INFORMATION FLOWS TO THE DIRECTORS AND STATUTORY AUDITORS

The Board of Directors of Pirelli adopted a procedure for information flows to the Directors and Statutory Auditors, in order to (i) guarantee the transparent management of the business, (ii) establish conditions for the effective and efficient management and control of the activities of the Company and the operations of the business by the Board of Directors, and (iii) provide the Board of Statutory Auditors with the sources of information needed for the efficient performance of its supervisory role.

The flow of information to the directors and statutory auditors is assured, preferably, by the transmission of documents on a timely basis and, in any case, with sufficient frequency to ensure compliance with the disclosure requirements, and in accordance with deadlines consistent with the timetables set for each board meeting. These documents may be supplemented by explanations provided in the context of the board meetings, or at specific informal meetings organised to examine topics of interest relating to the management of the company.

When the information flows relate to Inside Information and/or Significant Information, they must take place in accordance and compliance with the procedures indicated in the Market Abuse Procedure.

It is required that the Strategies Committee be the recipient of a specific and continuous flow of information from the Executive Vice Chairman, assisted by the Secretary of the Company's Board of Directors for such purposes.

14. RELATIONS WITH SHAREHOLDERS

Pirelli attributes strategic importance to Financial Reporting. In accordance with the Group's Values and Code of Ethics, Pirelli maintains constant dialogue with Shareholders, Bondholders, Institutional and Individual Investors and Analysts from major investment banks through the Investor Relations department and the Group's Top Management in order to promote fair, transparent, timely and accurate reporting.

In line with international best practice, the "Investors" section of the website is constantly updated with content of interest to the financial market, including: strategy ("Equity Story"), economic-financial data on previous years, analysts' opinions of Pirelli, and their estimates for the principal economicfinancial indicators ("Consensus"), monthly developments in the principal automotive tyre market ("Tyre Market Watch"). The Investor Relations Department also promotes periodic meetings with Shareholders and Investors in Italy and abroad.

14.1 POLICY FOR MANAGING DIALOGUE WITH SHAREHOLDERS AND THE MAIN FINANCIAL MARKET STAKEHOLDERS

On 23 February 2022, the Board of Directors – after obtaining the favourable opinion of the Audit, Risks, Sustainability and Corporate Governance Committee and in accordance with the recommendations of the Corporate Governance Code¹¹ – adopted a specific policy which, changing the existing practices, governs the rules for managing the dialogue held by the Board of Directors, through the VC and CEO and with the assistance of the departments concerned (primarily Investor Relations and Corporate Affairs), with shareholders and with the main stakeholders of the financial market in which the Company operates (the "Engagement Policy").

This policy covers – inter alia – the following issues:

business and financial strategies and performance;
corporate governance (e.g. appointment and composition of the administrative body, including in terms of size, professional aspects, respectability, independence and diversity, board committees, etc.);
social and environmental sustainability;
policies on the remuneration of directors and key managers and on their implementation; and
system of internal control and risk management.

¹¹ Recommendation 3 of the Corporate Governance Code.

Please see the Website for more information on the Engagement Policy, including references to the criteria and procedures used by the Board of Directors to promote dialogue with shareholders and other stakeholders.

During the Financial Year, the Company met the stakeholders, with whom it addressed the following matters in particular: the Company's governance principles and shareholders' agreements, the existence and role of independent directors, diversity policies within the Board of Directors, risk management, sustainability, and the operating performance and resilience of the business model adopted by Pirelli. In this context, the shareholders particularly appreciated Pirelli's stance on environmental issues, with regard to which it sets a benchmark for its peers.

15. SHAREHOLDERS' MEETINGS

Pursuant to art. 7 of the Articles, ordinary and extraordinary Shareholders' Meetings of the Company are held in single call. Their resolutions are adopted with the majority required by law, with the sole exception of the authorisation of the Board of Directors to carry out the deeds listed below, which requires a qualified majority (votes in favour of shareholders representing at least 90% of the share capital of the Company):

transfer of the operational and administrative headquarters outside of the municipality of Milan;
any transfer and/or deed of disposition, in any form, of Pirelli know-how (including the granting of licences).

Parties entitled to vote may be represented by proxy, given in accordance with the procedures envisaged by law and the regulations in force.

The notice of call may also limit to one of the above methods the specific procedure usable in relation to the Meeting called by that notice.

For each Meeting, the Company designates one or more persons to which those entitled to vote may grant proxy, with voting instructions for all or just some of the motions on the agenda. The proxy does not apply to motions for which no voting instructions were given. The persons designated to receive proxies for the Meeting are specified in the related notice of call, together with relevant procedures and deadlines.

The Ordinary Shareholders' Meeting for the approval of the financial statements must be called, in accordance with the law, no later than 180 days from the end of the financial year.

In the situations envisaged by law and in accordance with the related procedures, the directors must call a Shareholders' Meeting without delay when requested by shareholders representing at least one-twentieth of share capital.

The shareholders requesting the Meeting must prepare a report on their proposals regarding the matters to be discussed. At the time of publishing the notice of call for the Meeting and in accordance with the procedures envisaged by law, the Board of Directors must make the report prepared by the shareholders available to the public, together with its considerations, if any.

In the cases, in the manner and with the timing envisaged by law, shareholders that, individually or together, represent at least one-fortieth of share capital may request the integration of the items of the agenda, indicating in their request the additional topics proposed by them, or proposing resolutions on matters already on the agenda.

A notice is published about the addition of items to the agenda or the presentation of additional proposed resolutions on matters already on the agenda, by the legal deadlines, in the manner established for publication of the notice of call.

Shareholders requesting additions to the agenda must prepare and send to the Board of Directors, by the final deadline for the presentation of requests for additions, a report explaining their reasons for the proposed resolutions on the matters they wish to discuss, or their reasons for the additional proposed resolutions presented in relation to matters already on the agenda. At the time of publishing the notice about the additions to the agenda and in accordance with the procedures envisaged by law, the Board of Directors must make the report prepared by the shareholders available to the public, together with its considerations, if any.

The right to attend Meetings and vote is governed by the relevant current legislation and is certified by a communication sent to the Company, by an authorised intermediary with reference to its accounting records, on behalf of the party entitled to vote. This certification is based on the evidence existing at the end of the accounting day on the seventh trading day prior to the date fixed for the Meeting. The additions and deductions recorded on those counts subsequent to that deadline are not relevant when determining the legitimacy of the right to vote at the Meeting. The communication must be received by the Company by the end of the third trading day prior to the date fixed for the Meeting, or by any different deadline established by the applicable regulations. Shareholders are still entitled to attend and vote if the communication is received by the Company after the above deadlines, on condition that it is received before business commences at the Meeting.

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.

The Chairman of the Meeting is assisted by a Secretary, appointed by a majority of the share capital represented at the Meeting, who does not need to be a shareholder; assistance from the Secretary is not necessary when the minutes of the Meeting are taken by a Notary.

The Chairman of the Meeting chairs the Meeting and, in accordance with the law and the Articles, moderates its course. For this purpose, the Chairman - inter alia - verifies that the Meeting has been properly convened, verifies the identity of those attending and their right to attend, directly or by

proxy; verifies the legal quorum for voting; directs the proceedings, with the right to change the order of discussion of the items indicated in the notice of call. The Chairman also adopts suitable measures to ensure orderly discussions and voting, determining the related procedures and checking the results.

Meeting resolutions are evidenced by the minutes signed by the Chairman of the Meeting and by the Secretary of the Meeting or the Notary. The minutes of Extraordinary Meetings must be taken by a Notary designated by the Chairman of the Meeting. All copies of and extracts from minutes not prepared by a Notary are certified true by the Chairman of the Board of Directors.

The conduct of such meetings is governed by the general meeting regulations approved by the Shareholders' Meeting held on 1 August 2017 (available on the Website), as well as by the law and the Articles of Association.

For the sake of completeness, it should be noted that, during the Financial Year, the Company ¹² used the option, inter alia, (i) to conduct the Shareholders' Meeting solely in remote form, without the physical attendance of those entitled to attend, and (ii) to allow those entitled to vote in the Shareholders' Meeting to attend solely through a representative appointed pursuant to art. 135 undecies of the TUF. It did this in compliance with the provisions of the Bylaws and the government guidelines in force at the time.

16. CHANGES SINCE THE END OF THE YEAR

There have not been any changes to the structure of corporate governance since the end of the Year, except as already indicated in the previous paragraphs, if applicable.

17. THE PIRELLI WEBSITE

For Pirelli, the Website - in English and in Italian - represents a fundamental tool to ensure the prompt and total dissemination of information about the Company and the Group to all Stakeholders.

Pirelli ensures that it is promptly and thoroughly updated, so as to guarantee the transparency of information and compliance with the current laws and regulations applicable to companies listed on the Italian Stock Exchange.

The Company's objective is to provide simple and clear information for investors and, in general, all its Stakeholders, through the Site, in line with common practice. For this reason, also taking account

¹² Decree-Law no. 18 of 17 March 2020, as converted with amendments into Law no. 27 of 24 April 2020, the application of which was last extended by Decree-Law no. 228 of 30 December 2021 as converted with amendments into Law no. 15 of 25 February 2022, extended the state of emergency and therefore the adoption of extraordinary measures to contain the SARS-CoV-2 (COVID-19) health emergency.

of the periodic results of assessments by independent agencies and in line with the Stakeholders' expectations, the Company uses its best endeavours to constantly implement the Website.

18. CONSIDERATIONS ON THE LETTER BY THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

With a letter of 25 January 2023 (the "Chairman's Letter"), in the context of the usual monitoring of the application of the provisions of the Corporate Governance Code, the Chairman of the Corporate Governance Committee of Borsa Italiana has provided listed companies with a further ten recommendations (the "Committee Recommendations for 2023") listed below:

1. with regard to dialogue with shareholders: (i) to adopt a policy for dialogue with shareholders that also provides opportunities for such dialogue to be initiated by investors, establishing graduated processes and procedures, based on the principle of proportionality and depending on the company's characteristics in terms of size and ownership structure; (ii) to assess the appropriateness of providing information, in their own corporate governance reports, on the most significant issues that were subject to dialogue with shareholders and any initiatives adopted to take account of the observations that emerged;
1. with regard to dialogue with significant stakeholders, to provide, in their own corporate governance reports, adequate information on the criteria and methods with which the governing body promoted dialogue with other significant stakeholders;
1. with regard to the granting of managerial powers to the chairman, with reference to those companies in which significant managerial duties are granted to the chairman, to provide sufficient justification for this decision in their corporate governance reports, even if the chairman is not qualified as the CEO;
4. with regard to pre-meeting reporting, to require governing bodies to establish procedures for the management of pre-meeting reporting that do not entail generic exemptions from providing such information in a timely manner for reasons attributable to the confidentiality of data and information, and to provide, in the corporate governance report, detailed information on any failure to respect the notice period indicated in the procedures for sending documentation for board meetings, giving reasons for such failure and explaining how adequate information was guaranteed at the board meetings;
5. with regard to the attendance of managers at the board and committee meetings, to define, in the regulations adopted for the functioning of the governing bodies and their committees, the manner in which said bodies may access the relevant company functions depending on the topic being discussed, under the coordination of the chairman of the board of directors or committee, respectively, in agreement with or informing the CEO. As part of this recommendation, in particular, to provide, in the corporate governance report, information on the actual attendance of managers at board and committee meetings, specifying the functions involved and the frequency of their involvement;
1. with regard to the optimal composition of the board of directors, in view of its renewal, to examine and publish guidance on the optimal composition of that board, providing a reasonable amount of time prior to the relative meeting to allow those presenting lists of candidates to be able to take said guidance into account for the purposes drawing up their list;
1. with regard to criteria for assessing the significance of relationships that could influence a director's independence: (i) to define, ex ante, and specify in the corporate governance report, the quantitative parameters and qualitative criteria for assessing the significance of any commercial, financial or professional relationships or any additional remuneration for the purposes of evaluating a director's independence; (ii) to assess the appropriateness of establishing quantitative parameters, also defined in monetary terms or as a percentage of the remuneration attributed to the role and for participation in committees recommended by the Corporate Governance Code;
1. with regard to the transparency of remuneration policies with regard to the weighting of variable components, to include, in their remuneration policies for the CEO and other executive directors, an executive summary, in table form, showing the composition of the remuneration package, with an indication of the characteristics and the weighting of the fixed components and shortand long-term variable components in relation to overall remuneration, at least in reference to the achievement of the target objective of the variable components;
1. with regard to long-term outlooks in remuneration policies, to provide, in their remuneration policies, a variable component with a multi-year outlook, in line with the company's strategic objectives and the pursuit of sustainable success;
1. with regard to ESG Parameters for director remuneration, with reference to companies that have incentive mechanisms in place for their CEO and other executive directors, linked to sustainability objectives, to provide a clear indication of the specific performance targets to be met.

The Committee's Recommendations for 2023 were, as usual, brought to the attention of (i) the Audit, Risks, Sustainability and Corporate Governance Committee and Board of Statutory Auditors on 16 March 2023 and (ii) the Board of Directors on 5 April 2023.

The Board of Directors of the Company – having also obtained the favourable opinions of the members of the relevant Committees and of the Board of Statutory Auditors on this subject – believes that, as also accurately detailed in this Report, no specific interventions to its own corporate governance system are needed in relation to the issues highlighted in the Committee's Recommendations for 2023, as they are already substantially aligned with the corporate governance system adopted and implemented by Pirelli for the following reasons:

in relation to dialogue with shareholders and other main stakeholders, on 23 February 2022, the Board of Directors – after obtaining the favourable opinion of the Audit, Risks, Sustainability and Corporate Governance Committee and in accordance with the recommendations of the Corporate Governance Code – adopted the Engagement Policy, which, changing the existing

practices, governs the rules for managing the dialogue held by the Board of Directors, through the Executive Vice Chairman and Chief Executive Officer and with the assistance of the departments concerned (primarily Investor Relations and Corporate Affairs), with shareholders and the main stakeholders of the financial market in which the Company operates. When the dialogue is over, and in any case every six months, the Executive Vice Chairman and Chief Executive Officer reports to the Board of Directors on the development and significant content of the dialogue. The possibility for dialogue to be established at the initiative of investors has already been provided for under paragraph 6.1 of the Engagement Policy;

given Pirelli's governance structure and the powers granted to the Executive Vice Chairman and Chief Executive Officer, no managerial powers are delegated to the Chairman of Pirelli's Board of Directors, as described in greater detail in paragraph 14.1 of the Report, and the said Chairman must not be deemed an executive director. The Chairman only has the power to legally represent the Company, together with any other powers attributed to the Chairman based on the Bylaws in force, without prejudice to the powers and prerogatives of the Board of Directors;
pre-meeting reporting (of an ongoing nature or relating to specific topics) also took place during the Financial Year in compliance with the Board Regulations. In fact, the documents to be examined by the Board of Directors and the Committees were duly sent in good time in accordance with the provisions of the Board of Directors Regulation. That Regulation does not establish that those terms can be derogated for "mere confidentiality needs";
Regulations of the Board of Directors already stipulate, under Article 2.5, that "The Chairman and/or Vice Chairman may invite the top management of the Company to attend the meetings in order to provide the appropriate in-depth analyses of the items on the agenda". In any case, the Company provides for and promotes intensive coordination between the main persons involved at the managerial level and the Board of Directors and Committees, arranging for constant involvement in board meetings and thus ensuring that directors have the opportunity to freely access information and follow up on it with the management of the functions involved as further detailed in Section 4.4. of the Report;
the Board of Directors has a number of independent Directors who currently make up the absolute majority of its members. For the periodical review of the independence requirements of its members and statutory auditors, the Company adopted a "Statement" on independence which defines the qualitative/quantitative criteria to be used to assess the independence of directors for the purposes of the Corporate Governance Code and, in particular, the relevant parameters of any economic, professional or financial relationship pertaining to the directors whose independence is being examined. These criteria and parameters have also already been described in paragraph 4.6 of the Report. The "Statement" (also applied to members of the Board of Statutory Auditors) details some interpretation criteria related to the other types of independence mentioned in the Corporate Governance Code, including the notion of "significant additional remuneration"; it should also be noted that, at present, directors qualified as "independent" have no commercial, financial or professional relationships with non-board members;
as regards the recommendations on remuneration, the Company's remuneration policy:
i. provides an executive summary, in table form, detailing the characteristics and weightings of the fixed, short-term and medium/long-term components of overall remuneration, with reference to the achievement of performance at minimum, at target and at maximum level ; the information provided by the Company therefore goes well beyond what is required by the Code (which deems details of the target-based pay mix to be sufficient) and by the Committee;
ii. establishes the use of medium/long-term variable incentivisation plans (LTI Plans) for a performance cycle of three years;
iii. establishes short and medium/long term variable remuneration parameters, aligned with the Company's strategies, medium/long term interests and sustainability, in order to promote the creation of long term sustainable success and achieve the goals of the Company's strategic plans. The variable components of Management remuneration include non-financial parameters linked to sustainability objectives, in line with Group strategy.

TABLE 1: SIGNIFICANT SHAREHOLDINGS OF CAPITAL

The subjects which, according to the information published by Consob at the date of publication of this Report and/or according to further information available to the Company, possess shares with voting rights in Ordinary Shareholders' Meetings that represent more than 3% of the ordinary share capital are listed below.

SIGNIFICANT SHAREHOLDINGS OF CAPITAL
% of ordinary capital Direct Shareholder	% of voting capital
37.015 MARCO POLO INTERNATIONAL ITALY S.R.L.	37.015
14.096 CAMFIN S.P.A.13	14.096
9.021 PFQY SRL	9.021
0.420 5.580 NEXT INVESTMENT SRL BREMBO SPA	0.420 5.580
6.000	6.000
4.271 TACTICUM INVESTMENTS S.A.	4.271
3.680 LONGMARCH HOLDING S.à.r.l	3.680

Note: The data relating to shareholders who, directly or indirectly, hold ordinary shares representing more than 3% of the share capital with voting rights in ordinary meetings of the Company,

are also taken from Consob's website. In this regard, it is deemed useful to point out that the information reported herein is taken from the information published by Consob on its website, pursuant to the notifications made by the entities required to comply with the obligations ex Article 120 of the TUF, and from the information published on the issuer's website in relation to the obligations ex Article 122 of the TUF and Article 130 of the Issuers' Regulation. It should be noted that the information may differ appreciably from the real situation, because the obligations to communicate changes in the percentages of holdings arise not when there is a simple change in this percentage but only when the holdings exceed or fall below predetermined thresholds (3%, 5%, and subsequent multiples of 5% up to a 30% threshold and, beyond this threshold, 50%, 66.6% and 90%). It follows, for example, that a shareholder (i.e. a declaring subject) that has declared ownership of 5.1% of the share capital with voting rights may increase their stake up to 9.9% without thereby having any obligation to notify Consob under Article 120 of the TUF. Finally, the Company Bylaws do not provide for the possibility of increased voting rights or the issue of shares with multiple voting rights.

¹³ Camfin also announced that, as of the date of the Report, it held certain derivative financial instruments called 'call spreads' maturing in September 2023 that, if exercised, would entitle it to acquire an additional 4.6% of Pirelli's capital.

AR

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RECTORS AT THE END OF THE FIN












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TABLE 2: STRUCTU

Board of Directors
Office	Members	birth Year of	appointed (*) Date first	In office since	In office until		Slate (**)	Exec.	exec. Indep. Non-	Code Indep. TUF	No. other offices (***)	(****)
Chairman	Li Fanrong		1963 11 October 2022		11 October 2022 Next Shareholders' meeting pursuant to art. 2386 c.c.		-		X		Cf. Annex A	1/1
Chairman and Chief Executive Officer Executive Vice	Marco Tronchetti Provera		1948 7 May 200314	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M	X			Cf. Annex A	8/8
Deputy-CEO	Giorgio Luca Bruno 1960 15 March 2016			15 June 2021		Shareholders' meeting to approve financial statements at 31 Dec. 2022	-	X			Cf. Annex A	8/8
Director	Yang Shihao		1967 10 May 2022	10 May 2022	Next Shareholders' meeting pursuant to art. 2386 c.c.		-		X		Cf. Annex A	4/5
Director	Bai Xinping		1968 02 September 2015 18 June 2020		22 February 202315		M		X		Cf. Annex A	8/8
Director	Zhang Haitao		1971 18 June 202016	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M		X		Cf. Annex A	8/8
Director	Tao Haisu		1949 1 August 201717	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M		X X	X	Cf. Annex A	6/8
Director	Paola Boromei		1976 18 June 2020	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	m		X X	X	Cf. Annex A	8/8
Director	Domenico De Sole 1944 01 August 2017			18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M		X X	X	Cf. Annex A	6/8
Director	Roberto Diacetti		1973 18 June 2020	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	m		X X	X	Cf. Annex A	7/8
Director	Giovanni Lo Storto 1970 15 May 2018			18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	m		X X	X	Cf. Annex A	8/8
Director	Marisa Pappalardo		1960 01 August 2017	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M		X X	X	Cf. Annex A	8/8
Director	Giovanni Tronchetti Provera		1983 01 August 2017	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M		X		Cf. Annex A	8/8
Director	Fan Xiaohua		1974 01 August 2017	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M		X X	X	Cf. Annex A	8/8
Director	Wei Yintao		1971 01 August 2017	18 June 2020		Shareholders' meeting to approve financial statements at 31 Dec. 2022	M		X X	X	Cf. Annex A	8/8
					DIRECTORS WHO CEASED TO HOLD OFFICE DURING THE YEAR
						On 28 April 2022, the Director Yang Xingqiang resigned from his role of Company Director with effect from 10 May 2022.
Director	Yang Xingqiang		1967	20 October 2015	18 June 2020	10 May 2022	M		X		-	0/2
					On 8 October 2022, Ning Gaoning ceased to hold office as the Chairman of the Board of Directors and Company Director.
Chairman	Ning Gaoning		1958	07 August 2018	18 June 2020	08 October 2022	M		X		-	0/6
					Number of meetings of the Board of Directors held during the year: 8
					shareholders' meetings.	Indicate the quorum required for minority shareholders to submit a slate for the election of one or more directors (pursuant to art. 147-ter TUF): 1% of the share capital with the right to vote in ordinary
NOTES

The following symbols must be inserted in the "Office" column:

¹⁴ Marco Tronchetti Provera assumed the office of General Partner of Pirelli & C. Accomandita per Azioni on 29 April 1986. On 7 May 2003 it was resolved to transform the Company from a "joint stock partnership" to a "limited liability company", and in consequence, there no longer being the role of general partner, directors were appointed.

¹⁵ On the same date, to replace him, the Board of Directors co-opted Wang Feng as Company Director, qualified as a "non-executive" director, with term of office ending at the Next Shareholders' meeting pursuant to art. 2386 c.c.

¹⁶ Zhang Haitao was a Director of Pirelli from 15 March 2016 to 31 August 2017. He was appointed by the Board of Directors on 18 June 2020.

¹⁷ Tao Haisu was a Director of Pirelli from 20 October 2015 to 15 March 2016. He was appointed as Director again on 1 August 2017.

• This symbol indicates the director responsible for the internal control and risk management system.

○ This symbol indicates the Lead Independent Director (LID).

* The date of first appointment of each director means the date on which the director was appointed for the first time (in absolute terms) to the BoD of the Issuer.

(**) This column indicates whether the slate from which each director was drawn is a majority slate (" M"), or minority slate (" m"). For Directors co-opted or appointed by the Shareholders' Meeting without application of the slate voting mechanism, "-" is indicated.

(***) This column shows the number of offices as director or statutory auditor held by the person in question in other listed companies or companies of significant size. The offices are shown in full in the Report on Corporate Governance.

(****) This column shows the directors' attendance at Board of Director meetings (specify the number of meetings the person attended out of the total number of meetings he or she could have attended, e.g. 6/8, 8/8, etc.).

AR AL YE
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MITTEES AT THE END OF THE FIN
M
O OARD C
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TABLE 3: STRUCTU

						Audit, Risks,					Appointments and
BoD			Strategies	RPT		Sustainability and			Remuneration		Successions
			Committee18	Committee		Corporate Governance Committee			Committee		Committee18
Office/Qualification	Members	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)
Chairman of the BoD	Li Fanrong		M								M
non-executive - non-independent		-								-
Executive Vice Chairman and Chief Executive Officer	Marco Tronchetti Provera	-	C							-	C
Deputy-CEO	Giorgio Luca Bruno	-	M
Non-executive director - non-independent	Yang Shihao	-	M
Non-executive director - non-independent	Bai Xinping19	-	M					3/3	M	-	M
Non-executive director - non-independent	Zhang Haitao					6/6	M
Non-executive Director – independent as per the TUF and Code Tao Haisu								3/3	C
Non-executive Director – independent as per the TUF and Code Paola Boromei								3/3	M
Non-executive Director – independent as per the TUF and Code	Domenico De Sole	-	M	3/4	M
Non-executive Director – independent as per the TUF and Code	Roberto Diacetti					5/6	M
Non-executive Director – independent as per the TUF and Code	Giovanni Lo Storto	-	M	4/4	M	5/6	M
Non-executive Director – independent as per the TUF and Code	Marisa Pappalardo			4/4	C	6/6	M	3/3	M
Non-executive director - non-independent	Giovanni Tronchetti Provera									-	M
Non-executive Director – independent as per the TUF and Code Fan Xiaohua						6/6	C	3/3	M
Non-executive Director – independent as per the TUF and Code Wei Yintao		-	M
	-------------------------------- DIRECTORS LEAVING OFFICE DURING THE YEAR --------------------------------
Non-executive director - non-independent	Yang Xingqiang	-	M
Chairman of the BoD non-executive - non-independent	Ning Gaoning	-	M							-	M
No. of meetings held during the Year:			-		4		6	3		-
NOTES

(*) This column shows the directors' attendance at committee meetings (specify the number of meetings the person attended out of the total number of meetings he or she could have attended, e.g. 6/8, 8/8, etc.).

The office held by the person on the Committee is indicated in this column: "C": chairman; "M": member.

¹⁸ No meetings of the Strategies Committee or the Appointments and Succession Committee were held during the financial year.

¹⁹ The Director Bai Xinping ceased to hold office on 22 February 2023 (on the same date, to replace him, the Board of Directors co-opted Wang Feng as Company Director, qualified as a "non-executive" director, with term of office ending at Next Shareholders' meeting pursuant to art. 2386 c.c.).

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TABLE 4: STRUCTU

	Board of Statutory Auditors
Office	Members	birth Year of	appointed* Date first	In office since In office until		Slate (**)	Indep. Code	of the Board of Statutory Attendance at meetings Auditors (***)	Attendance meetings of the BoD at	Attendance meetings ARSCGC of the at	Remuneration Attendance at meetings of Committee the	Appointments Attendance at meetings of Committee20 the	Attendance at meetings Committee20 Strategies of the	Attendance of the RPT Committee meetings at	offices other (****) No.
	Chairman Riccardo Foglia Taverna		1966 15 June 2021	15 June 2021	Shareholders' meeting to approve financial statements at 31 December 2023	m	X	11/11	8/8	6/6	3/3	-	-	4/4	Annex Cf. A
Standing auditor	Antonella Carù		1961 10 May 2012	15 June 2021	Shareholders' meeting to approve financial statements at 31 December 2023	M	X21	11/11	8/8	6/6	3/3	-	-	4/4	Annex Cf. A
Standing auditor	Francesca Meneghel		1961 15 June 2021	15 June 2021	Shareholders' meeting to approve financial statements at 31 December 2023	M	X	11/11	8/8	6/6	3/3	-	-	4/4	Annex Cf. A
Standing auditor	Teresa Naddeo		1958 15 June 2021	15 June 2021	financial statements at 31 Dec. 2023 Shareholders' meeting to approve	M	X	11/11	8/8	6/6	3/3	-	-	2/4	Annex A Cf.
Standing auditor	Alberto Villani		1962 05 September 2017	15 June 2021	financial statements at 31 Dec. 2023 Shareholders' meeting to approve	M	X	11/11	7/8	6/6	3/3	-	-	3/4	Annex A Cf.
Alternate auditor	Franca Brusco		1971 15 May 2018	15 June 2021	financial statements at 31 Dec. 2023 Shareholders' meeting to approve	m	X	-	-	-	-	-	-	-	Annex A Cf.
Alternate auditor	Marco Taglioretti		1960 15 June 2021	15 June 2021	Shareholders' meeting to approve financial statements at 31 December 2023	M	X	-	-	-	-	-	-	-	Annex Cf. A
Alternate auditor	Maria Sardelli		1965 15 June 2021	15 June 2021	financial statements at 31 Dec. 2023 Shareholders' meeting to approve	M	X	-	-	-	-	-	-	-	Annex A Cf.
					Indicate the quorum required for minority shareholders to submit a slate for the election of one or more directors (pursuant to art. 148 TUF): 1% of the shares with the right to vote in ordinary shareholders' meetings. Number of meetings of the Board of Statutory Auditors held during the year: 11
					* The date of first appointment of each auditor means the date on which the auditor was appointed for the first time (in absolute terms) to the Board of Statutory Auditors of the issuer.
					** Slate from which each auditor was elected ("M": majority slate; "m": minority slate).
	could have attended, e.g. 6/8, 8/8, etc.).				*** This column shows the attendance of the auditors at meetings of the Board of Statutory Auditors (number of meetings the person attended out of the total number of meetings he or she
					**** The number of offices as director or statutory auditor held by the person in question pursuant to art. 148-bis TUF and its implementing provisions in the Consob Issuers' Regulation. The complete list of offices is published by Consob on its website, pursuant to art. 144-quinquiesdecies of the Consob Issuers' Regulation. The Consob reporting obligation does not apply if the
					statutory auditor is a member of the control body of only one issuer pursuant to Article 144-quaterdecies of the Consob Issuers' Regulation.

²⁰ No meetings of the Strategies Committee or the Appointments and Succession Committee were held during the Financial Year (the respective opinions were given directly during the meetings of the Board of Directors).

²¹ For further information, see paragraph 11.2 of the Report.

ANNEX A

SECTION I: LIST OF PRINCIPAL OFFICES HELD BY DIRECTORS, AT THE REPORT DATE, IN OTHER COMPANIES THAT ARE NOT PART OF THE PIRELLI GROUP

First and last name	Company	Office held in the company

Li Fanrong	Sinochem Holdings Corporation Ltd:	Chairman of the Board of Directors
	Sinochem Group Co., Ltd. 	Chairman of the Board of Directors, Chief Executive Officer
	Sinochem Corporation Ltd. 	Chairman of the Board of Directors, Chief Executive Officer
	Sinochem International Corporation Ltd. 	Chairman of the Board of Directors
	Sinochem Energy Co., Ltd. 	Chairman of the Board of Directors
	Syngenta AG 	Chairman of the Board of Directors
	Syngenta Group Co. 	Chairman of the Board of Directors
	Luxi Group Co., Ltd. 	Chairman of the Board of Directors
	China Jinmao Holdings Group Ltd. 	Chairman of the Board of Directors
	Commercial Aircraft Corporation of China Ltd.	Director
	China World Trade Investment Co., Ltd.	Director
	China World Trade Center Co., Ltd.	Director
Marco Tronchetti Provera	Marco Tronchetti Provera & C. S.p.A.:	Chairman of the Board of Directors
	Camfin S.p.A. 	Chairman of the Board of Directors, Chief Executive Officer
	RCS MediaGroup S.p.A.	Director
Yang Shihao	Sinochem Holdings:
	Sinochem Holdings Corporation Ltd. 	Vice Chairman of the Board of Directors
	China National Chemical Corporation Ltd. 	Chairman of the Board of Directors
	Sinochem Corporation Ltd 	Vice Chairman of the Board of Directors

First and last name	Company	Office held in the company
Wang Feng	Sinochem Holdings:
	China National Tire & Rubber Company Ltd. 	Director
	Aeolus Tyre Co. Ltd. 	Chairman of the Board of Directors
	Prometeon Tyre Group S.r.l. 	Chairman of the Board of Directors
Giorgio Luca Bruno	Camfin S.p.A.:	Director
	CAAM 1 S.r.l.	Chairman of the Board of Directors
	Istituto Europeo di Oncologia S.r.l.	Director
	GB & Co. S.r.l.	Sole Director
Paola Boromei	Snam Rete Gas S.p.A.	Director
	Grifal S.p.A.	Director
Domenico De Sole	Tom Ford International Inc.	Chairman of the Board of Directors
	Ermenegildo Zegna S.p.A.	Director
Roberto Diacetti	Banca IFIS	Director
	Saipem S.p.A.	Director
Giovanni Lo Storto	Banca Mediolanum S.p.A.	Director
	Luiss Business School S.p.A.	Director
Tao Haisu	Mercuria Energy Group Asia	Director
Zhang Haitao	Sinochem Holdings:
	Marco Polo International Italy S.r.l. 	Director
	TP Industrial Holding S.p.A. 	Director
	Prometeon Tyre Group S.r.l. 	Director
	Fourteen Sundew S.à.r.l. 	Director
Marisa Pappalardo	BPER Banca S.p.A.	Director

First and last name	Company	Office held in the company
Giovanni Tronchetti Provera	Marco Tronchetti Provera & C. S.p.A.:	Director
	Camfin S.p.A. 	Director
	Camfin Alternative Assets S.p.A. 	Chairman of the Board of Directors and Chief Executive Officer
	ALF S.r.l.	Sole Director
Fan Xiaohua	-	-
Wei Yintao	-	-

First and last name	Company	Office held in the company
Riccardo Foglia	Arec Neprix S.p.A.	Standing Auditor
Taverna	Banca Sella Holding S.p.A.	Alternate Auditor
	B&C Speakers S.p.A.	Chairman of the Board of Statutory Auditors
	Boutique Italia S.p.A.	Director
	Cabeco S.r.l.	Sole Auditor
	Cedis S.r.l.	Director
	Consorzio Vigilanza Sella S.C.P.A.	Alternate Auditor
	Double R S.r.l.	Standing Auditor
	Gamma Topco S.p.A.	Chairman of the Board of Statutory Auditors
	Gamma Bidco S.p.A.	Chairman of the Board of Statutory Auditors
	Gestimm S.p.A.	Chairman of the Board of Statutory Auditors
	Guglielmi S.p.A.Rubinetterie	Alternate Auditor
	Jakil S.p.A.	Standing Auditor
	Industries S.p.A.	Alternate Auditor
	In-Pao S.r.l.	Sole Auditor
	Lampugnani Farmaceutici S.p.A.	Standing Auditor
	W Holding S.p.A. MT	Standing Auditor
	Mengoni e Nassini S.r.l.	Standing Auditor
	Metalworks S.p.A.	Standing Auditor
	Metalworks Bidco S.p.A.	Standing Auditor
	Orso Blu onlus	Member of the Supervisory Body
	Officine Rigamonti S.p.A.	Alternate Auditor
	SI Collection S.p.A.	Chairman of the Board of Statutory Auditors
	Prosino S.r.l.	Sole Auditor
	Ruffini Partecipazioni Holding S.r.l.	Standing Auditor
	Rubinetterie Ritmonio S.r.l.	Standing Auditor
	Sella Fiduciaria S.p.A.	Standing Auditor
	Sigla S.r.l.	Chairman of the Board of Statutory Auditors

SECTION II: LIST OF OFFICES HELD BY STATUTORY AUDITORS IN OTHER COMPANIES AT THE DATE OF THE REPORT

First and last name	Company	Office held in the company
Antonella Carù	Autogrill S.p.A.	Standing Auditor
	Autogrill Advanced Business Service S.r.l.	Standing Auditor
	Fondazione Accademia Teatro alla Scala	Director
Francesca Meneghel	Geox S.p.A.	Independent Director, Chairman of the Audit, Risk and Sustainability
		Committee
	Avon Cosmetics S.r.l.	Chairman of the Board of Statutory Auditors
	Digitalia'08 S.r.l.	Chairman of the Board of Statutory Auditors
	Direct Channel S.p.A.	Standing Auditor
	Dolcedrago S.p.A.	Standing Auditor
	Elettronica Industriale S.p.A.	Standing Auditor
	Citizen Watch Italy S.p.A.	Standing Auditor
	Boing S.p.A.	Standing Auditor
	Medusa Film S.p.A.	Chairman of the Board of Statutory Auditors
	Flowe S.p.A.	Standing Auditor
	Holding Italiana Prima S.p.A.	Standing Auditor
	Holding Italiana Seconda S.p.A.	Standing Auditor
	Holding Italiana Terza S.p.A.	Standing Auditor
	Holding Italiana Ottava S.p.A.	Standing Auditor
	Fascino S.r.l.	Standing Auditor
	Publitalia '80 S.p.A.	Chairman of the Board of Statutory Auditors
	Immobiliare Idra S.p.A.	Chairman of the Board of Statutory Auditors
	Mondadori Media S.p.A.	Standing Auditor
	Mondadori Scuola S.p.A.	Standing Auditor
	Mediamond S.p.A.	Chairman of the Board of Statutory Auditors
	PBF S.r.l.	Standing Auditor
	Videowall S.r.l.	Standing Auditor
	RTI S.p.A.	Standing Auditor
	Mediolanum Comunicazione S.p.A.	Standing Auditor
	Mediolanum Fiduciaria S.p.A.	Chairman of the Board of Statutory Auditors
	Mediolanum Gestione Fondi Sgr S.p.A.	Chairman of the Board of Statutory Auditors

First and last name	Company	Office held in the company
Teresa Naddeo	Webuild S.p.A.	Director
	G&C S.r.l. (Family Company)	Director
	Vera Vita S.p.A.	Standing Auditor
	BCC Assicurazioni S.p.A.	Alternate Auditor
	Vera Vita Assicurazioni S.p.A.	Standing Auditor
	Industrie De Nora S.p.A.	Director
	Dufrital S.p.A.	Standing Auditor
Alberto Villani	AGB Nielsen Media Research Holding S.p.A.	Chairman of the Board of Statutory Auditors
	AREEF 2 PALIO SICAF	Standing Auditor
	AREEF 2 SICAF	Standing Auditor
	EDRA S.p.A.	Chairman of the Board of Statutory Auditors
	Davide S.p.A.	Standing Auditor
	Nuova GS S.p.A.	Standing Auditor
	BBC Italia S.r.l.	Director
	BTSR International S.p.A.	Chairman of the Board of Statutory Auditors
	Fratelli Consolandi S.r.l.	Chairman of the Board of Statutory Auditors
	HDP S.p.A.	Chairman of the Board of Statutory Auditors
	Selecta Industrial Operations S.p.A.	Standing Auditor
	Selecta Digital S.p.A.	Standing Auditor
	Quattroduedue S.p.A.	Chairman of the Board of Statutory Auditors
	Tenuta Montemagno Soc. Agricola S.p.A.	Chairman of the Board of Statutory Auditors
	Bennet S.p.A.	Standing Auditor
	Bennet Holding S.p.A.	Standing Auditor
	Carcano Antonio S.p.A.	Standing Auditor
	DE' Longhi S.p.A.	Standing Auditor
	DE' Longhi Capital Services S.r.l.	Standing Auditor
	DE' Longhi Appliances S.r.l.	Standing Auditor
	Feltrinelli S.p.A.	Standing Auditor
	EB NEURO S.p.A.	Chairman of the Board of Statutory Auditors
	FINMEG S.r.l.	Standing Auditor
	Gallerie Commerciali Bennet S.p.A.	Standing Auditor
	S.r.l. Immobiliare Rimini	Director and Chief Executive Officer
	Meg Property S.p.A.	Standing Auditor
	Over Light S.p.A.	Standing Auditor
	Vetus Mediolanum S.p.A.	Chairman of the Board of Statutory Auditors

First and last name	San Remo Games S.r.l. Company	Office held in the company Sole Auditor

	Impresa Costruzioni Grassi&Crespi S.r.l.	Alternate Auditor
	Impresa Luigi Notari S.p.A.	Alternate Auditor
	Plurima S.p.A.	Chairman of the Board of Statutory Auditors
	Compagnia Padana per Investimenti S.p.A.	Alternate Auditor
	Plurima Bidco S.r.l.	Chairman of the Board of Statutory Auditors
	Royal Immobiliare S.r.l.	Sole Director
	Vianord Engineering Société par action simplifiée	Director
	Zenato azienda vitivinicola S.r.l.	Chairman of the Board of Statutory Auditors
Marco Taglioretti	Euricom S.p.A.	Standing Auditor
	Garzanti Specialties S.p.A.	Standing Auditor
	Oroplac S.r.l.	Standing Auditor
	Saint Andrews S.p.A.	Standing Auditor
	Community SB S.r.l.	Standing Auditor
	Commercio Prodotti Industriali S.r.l.	Standing Auditor
	Relife Recycling	Alternate Auditor
	Stella S.r.l.	Standing Auditor
	Centro Rettili S.r.l.	Standing Auditor
	Focus Investments S.p.A.	Alternate Auditor
	Prometeon Tyre Group S.r.l.	Alternate Auditor
	Motive S.r.l.	Standing Auditor
	Gruppo Meccaniche Luciani	Standing Auditor
	Luciani & Co S.r.l.	Standing Auditor
	De Wave Srl	Standing Auditor
	Marco Tronchetti Provera & C. S.p.A.	Standing Auditor
	XPP SEVEN FIVE S.p.A.	Standing Auditor
	Eurostazioni S.p.A.	Standing Auditor
	Cattaneo Zanetto & Co S.p.A.	Standing Auditor
	Microtest S.r.l.	Standing Auditor
	Associazione Insieme Per I Bambini	Standing Auditor
	Zeta Catena S.r.l.	Standing Auditor
	Tecnopool S.p.A.	Standing Auditor
	Excellera Advisory Group S.p.A.	Standing Auditor
	Jato 1991 S.r.l.	Standing Auditor
	Nichelcrome Finanziaria Immobiliare S.p.A.	Standing Auditor

First and last name	Company	Office held in the company
	Isoltema S.p.A.	Standing Auditor
	Galvanica Formelli S.r.l.	Standing Auditor
	Relife Spa	Standing Auditor
	Fondazione Silvio Tronchetti Provera	Standing Auditor
	Fondazione "Centro Nazionale per la Mobilità Sostenibile"	Standing Auditor
	Ems Group S.p.A.	Standing Auditor
	Mimac Italia S.r.l.	Standing Auditor
	Logiudice Forni S.r.l.	Standing Auditor
	Xpn S.p.A.	Standing Auditor
	SAB S.r.l.	Alternate Auditor
	Panapesca S.p.A.	Standing Auditor
	Mega Surgelati S.r.l.	Standing Auditor
	Xpp Seven Two S.p.A.	Standing Auditor
	Xpp Seven S.p.A.	Standing Auditor
	Quake S.r.l.	Standing Auditor
	Cbg Acciai S.p.A.	Standing Auditor
	Zuma S.r.l.	Standing Auditor
	Koverlux S.r.l.	Standing Auditor
	Rav Italy Sicaf S.p.A.	Standing Auditor
	Lame Italia S.r.l.	Standing Auditor
	Telco S.r.l.	Standing Auditor
	Sp Plast S.r.l.	Standing Auditor
	Milano Lame S.r.l.	Standing Auditor
	F2i Re S.p.A. hb	Standing Auditor
	Trabaldo Togna S.p.A.	Director
	TP Industrial Holding S.p.A.	Alternate Auditor
	Condorpelli S.p.A.	Alternate Auditor
	Camfin S.p.A.	Alternate Auditor
	Cartiera Di Bosco Marengo	Alternate Auditor

First and last name	Company	Office held in the company
Maria Sardelli	Banca Profilo S.p.A.	Standing auditor
	Milano Serravalle – Milano Tangenziali S.p.A.	Director and Supervisory Body Member
	Telepass S.p.A.	Alternate Auditor
	Milano Serravalle Milano Tangenziali S.p.A.	Director
	Infoblu S.p.A.	Alternate Auditor
	Boato International S.p.A.	Standing Auditor
	Interporto Rivers Venezia	Member of the Supervisory Body
	Intersistemi Italia S.p.A.	Member of the Supervisory Body
	Pro Recco Waterpolo 1913 S.r.l.	Member of the Supervisory Body
	Spezia Calcio S.r.l.	Member of the Supervisory Body
	GSE Gestione Servizi Energetici S.p.A.	Member of the Supervisory Body
	Green Arrow SGR	Member of the Supervisory Body
	Fintecna S.p.A.	Chairman of the Supervisory Body and Chairman of the Board of Statutory
		Auditors
	Demag Cranes e Component S.p.A.	Chairman of the Supervisory Body
	Donati S.r.l.	Chairman of the Supervisory Body
Franca Brusco	ENAV S.p.A.	Chairman of the Supervisory Body
	Fondazione Musica per Roma	Chairman of the Association of Auditors
	FS Sistemi Urbani S.r.l.	Director
	AIRRI	Sole Auditor
	D-Flight S.p.A.	Chairman of the Board of Statutory Auditors
	CDP Industria S.p.A.	Standing Auditor
	Cassa Depositi e Prestiti S.p.A.	Standing Auditor
	Autorità di Sistema portuale del Mare Mediterraneo	Member of the Association of Auditors
	meridionale
	Autorità del Museo Nazionale Galleria Borghese	Member of the Association of Auditors
	Gruppo Garofalo Health Care S.p.A.	Independent Director

AI assistant

Pirelli & C — Governance Information 2023

4052_cgr_2023-04-12_6a165bb7-82fc-437d-93a8-ec7a9da6e29d.pdf

Pirelli & C. S.p.A.

Report on Corporate Governance

and Share Ownership of Pirelli & C. S.p.A.

REPORT ON THE CORPORATE GOVERNANCE

AND SHARE OWNERSHIP OF PIRELLI & C. S.P.A.

GLOSSARY

INTRODUCTION

1. COMPANY PROFILE

1.1 MODEL OF CORPORATE GOVERNANCE

2. INFORMATION ON THE OWNERSHIP STRUCTURE

2.1 STRUCTURE OF SHARE CAPITAL

2.2 SIGNIFICANT SHAREHOLDINGS OF CAPITAL

2.3 MANAGEMENT AND COORDINATION ACTIVITIES

2.4 RESTRICTIONS ON THE TRANSFER OF SECURITIES: SECURITIES THAT CARRY SPECIAL RIGHTS; EMPLOYEE SHARE OWNERSHIP: THE MECHANISM FOR EXERCISING VOTING RIGHTS; RESTRICTIONS ON VOTING RIGHTS

2.5 SHAREHOLDERS' AGREEMENTS

2.6 CHANGE OF CONTROL CLAUSES

2.6.1 PT EVOLUZIONE TYRES JOINT VENTURE

2.6.2 SUPPLY CONTRACT WITH BEKAERT

2.6.3 SCHULDSCHEIN: MULTITRANCHE LOAN FOR A TOTAL OF EURO 525,000,000

2.6.4 2019 BILATERAL LOAN WITH INTESA SANPAOLO S.P.A.

2.6.5 LICENCE AGREEMENT WITH AEOLUS

2.6.8 BILATERAL LOAN WITH MEDIOBANCA

2.6.9 EUR 800 MILLION "SUSTAINABLE" CREDIT LINE

2.6.10 EQUITY-LINKED BOND CALLED "EUR 500 MILLION SENIOR UNSECURED GUARANTEED EQUITY-LINKED BONDS DUE 2025"

2.6.11 2021 BILATERAL LOAN WITH INTESA SANPAOLO

2.6.12 MULTICURRENCY TERM AND REVOLVING LOAN 2022

2.6.13 EMTN PROGRAMME AND NOTES ISSUED IN 2023

2.6.14 EUR 400 MILLION "SUSTAINABILITY-LINKED" CREDIT LINE

2.7 CLAUSES IN THE BYLAWS ABOUT PUBLIC OFFERS

2.8 MANDATE TO INCREASE SHARE CAPITAL AND AUTHORISATIONS TO PURCHASE OWN SHARES

3. COMPLIANCE

4. BOARD OF DIRECTORS

4.1 ROLE OF THE BOARD OF DIRECTORS

4.2 APPOINTMENT AND REPLACEMENT OF DIRECTORS

4.2.1 APPOINTMENT AND REPLACEMENT

4.3 COMPOSITION

4.3.1 DIVERSITY POLICIES

4.3.2 LIMITATIONS ON THE NUMBER OF OFFICES HELD

4.3.3 INDUCTION PROGRAM

4.4 FUNCTIONING OF THE BOARD OF DIRECTORS

4.4.1 SECRETARY OF THE BOARD

4.4.2 BOARD OF DIRECTORS SELF-ASSESSMENT PROCESS

4.4.3 MATTERS FOR THE BOD

4.5 EXECUTIVE DIRECTORS

4.6 INDEPENDENT DIRECTORS

5. PROCESSING OF CORPORATE INFORMATION

6. BOARD COMMITTEES

6.1 FUNCTIONING OF COMMITTEES

6.2 STRATEGIES COMMITTEE

6.3 RELATED-PARTY TRANSACTIONS COMMITTEE

7. SUCCESSION OF DIRECTORS - APPOINTMENTS AND SUCCESSION COMMITTEE

7.1 SUCCESSION PLANS

8. REMUNERATION COMMITTEE AND DIRECTORS' REMUNERATION

9. SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENTI - AUDIT, RISKS, SUSTAINABILITY AND CORPORATE GOVERNANCE COMMITTEE

9.1 DUTIES OF THE MANAGING DIRECTOR IN RELATION TO THE ESTABLISHMENT AND MAINTENANCE OF THE INTERNAL CONTROL SYSTEM

9.2 AUDIT, RISKS, SUSTAINABILITY AND CORPORATE GOVERNANCE COMMITTEE

9.3 INTERNAL AUDIT DEPARTMENT

9.4 COMPLIANCE DEPARTMENT

9.5 SYSTEM OF RISK MANAGEMENT AND CONTROL OVER FINANCIAL INFORMATION

9.6 TAX RISK CONTROL SYSTEM

9.7 DIRECTOR RESPONSIBLE FOR SUSTAINABILITY ISSUES

9.8 MODEL 231 AND CODE OF ETHICS

9.9 EXTERNAL AUDITOR

9.10 MANAGER IN CHARGE

9.11 COORDINATION BETWEEN THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

10. INTERESTS OF THE DIRECTORS AND RELATED-PARTY TRANSACTIONS

11. BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT, REPLACEMENT AND DURATION IN OFFICE

11.2 COMPOSITION

12. GENERAL MANAGEMENT OPERATIONS

13. INFORMATION FLOWS TO THE DIRECTORS AND STATUTORY AUDITORS

14. RELATIONS WITH SHAREHOLDERS

14.1 POLICY FOR MANAGING DIALOGUE WITH SHAREHOLDERS AND THE MAIN FINANCIAL MARKET STAKEHOLDERS

15. SHAREHOLDERS' MEETINGS

16. CHANGES SINCE THE END OF THE YEAR

17. THE PIRELLI WEBSITE

18. CONSIDERATIONS ON THE LETTER BY THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

Pirelli & C Governance Information 2023