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Pirelli & C Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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Pirelli & C. S.p.A.
Assemblea del 25 giugno 2026
(Shareholders' Meeting of 25 June 2026)
Lista n. 2 di candidati presentata per la nomina
del Consiglio di Amministrazione
(Slate No. 2 of candidates to compose the Board of
Directors)
LISTA (SLATE) N. 2
Lista di candidati presentata il 30 maggio 2026
da Marco Polo International Italy S.r.l. (1)
Slate of candidates submitted on 30 May 2026 by
Marco Polo International Italy S.r.l. (1)
- Zhang Haitao, nato a Jinlin, Cina, il 20 dicembre 1971
- Xi Xiaohong, nato a Beijing, Cina, l'8 giugno 1963 (1)
- Wang Kun, nata a Hebei, Cina, il 21 aprile 1976 (1)
(1) Candidato in possesso dei requisiti per essere qualificato "indipendente" ai sensi dell'art. 148, comma 3, del TUF e del Codice di Corporate Governance.
(1) Candidate meeting the requirements to be classified as "independent" pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance (TUF) and the Corporate Governance Code.
() Nel seguito è anche riportata l'identità di Marco Polo International Italy S.r.l. che ha presentato la lista nonché il numero di azioni ordinarie Pirelli & C. S.p.A. detenuto con la relativa percentuale di partecipazione sul capitale Pirelli & C. con diritto di voto e la documentazione attestante la titolarità della partecipazione detenuta.
() The identity of Marco Polo International Italy S.r.l., who presented the slate, as well as the number of Pirelli & C. S.p.A. ordinary shares and the relevant percentage stake in Pirelli & C. with voting rights, are shown below together with the documentation certifying the ownership of the shareholding held.
LETTERA - CURRICULA - DICHIARAZIONI
(LETTER – CURRICULA - STATEMENTS)
MARCO POLO INTERNATIONAL ITALY S.R.L.
Registered Office in Milan – Piazzetta Umberto Giordano no. 4
Share Capital Euro 10,000.00 fully paid-in
Registered to the Companies' Register of Milan with fiscal code no. 10449990968
Inscription no. to Milan R.E.A. MI-2532633
To:
Pirelli & C. S.p.A.
Viale Piero e Alberto Pirelli 25
20126 Milan
Sending by certified mail to the address [email protected]
Milan, 30 May 2026
Object: Shareholders' Meeting of Pirelli & C. S.p.A. of 25 June 2026; item 4 on the agenda: "Appointment of the Directors."
Submission of proposals for appointment to the office of Director
Marco Polo International Italy S.r.l. ("MPI Italy" or the "Proponent"), represented herein by Mr. Wang Jianjun in its capacity as Chairman duly empowered, which hold a total of 370,150,000 Pirelli & C. S.p.A. (hereinafter "Pirelli" or "Company") ordinary shares as of today, equal to 34.1% of Pirelli's share capital, submits, in compliance with the Golden Power DPCM (as defined below), a slate of three (3) candidates (1 non-independent and 2 independents) to compose the Board of Directors, in accordance with Article 10 of Pirelli's Bylaws, to be submitted to the Shareholders' Meeting of the Company convened in ordinary session on 25 June 2026 in single call ("Shareholders' Meeting").
MPI Italy is indirectly controlled, among other, by China National Tire & Rubber Corporation, Ltd. ("CNRC"), in turn controlled by Sinochem Holdings Corporation Ltd.
On 10 April 2026, following the so-called "Golden Power Proceedings" initiated by the Presidency of the Council of Ministers after the notifications submitted by the shareholders CNRC, Camfin S.p.A. ("Camfin") and Marco Tronchetti Provera & C. S.p.A. ("MTP SpA") pursuant to Legislative Decree No. 21/2012 (the "Golden Power Decree"), CNRC, Camfin and MPT SpA were notified of the Decree of the President of the Council of Ministers adopted pursuant to the Golden Power Decree, containing certain measures towards CNRC and Pirelli regarding the governance of Pirelli (the "Golden Power DPCM").
As for CNRC this slate is compliant with the relevant measures contained in the Golden Power DPCM.
For the avoidance of doubt, the submission of this slate of candidates in compliance with the Golden Power DPCM shall not constitute, nor shall it be construed as, a waiver, acquiescence or release by MPI Italy or CNRC of any right to challenge, contest or appeal the Golden Power DPCM, in whole or in part, before any competent judicial, administrative or other governmental authority, whether in Italy or elsewhere.
The Proponent expressly authorize Pirelli to publish the above slate in accordance with terms prescribed by applicable law.
Please find enclosed:
- document containing the identification data of the Proponent;
- the curricula vitae of the candidates for the office of Director, containing exhaustive information on their professional and personal characteristics;
- declarations of acceptance of the candidature which also certify that there are no grounds for ineligibility and incompatibility as well as the existence of the requirements prescribed by current laws and/or regulations for holding the position of Director of the Company and also declare any eligibility to qualify as an "independent director" on the basis of the criteria established by the Corporate Governance Code of Borsa Italiana S.p.A. (the "Corporate Governance Code") and/or art. 148, paragraph 3, of Legislative Decree of February 24, 1998, No 58 (together with a copy of the identity document of each candidate);
MARCO POLO INTERNATIONAL ITALY S.R.L.
Registered Office in Milan – Piazzetta Umberto Giordano no. 4
Share Capital Euro 10,000.00 fully paid-in
Registered to the Companies’ Register of Milan with fiscal code no. 10449990968
Inscription no. to Milan R.E.A. MI-2532633
- declarations concerning the administration and control offices held by the candidates for the office of Director in other companies.
A copy of the necessary documentation proving ownership of the Pirelli ordinary shares held by the Proponent is attached hereto.
The candidates for the office of Director of Pirelli have authorized the publication of their curricula vitae on the Company's website.
Finally, pursuant to article 10 of the Bylaws, the Proponent declare that it is not submitting, nor is it participating in submitting, any other list (other than the one hereby submitted) to the appointment of the members of the Board of Directors to be voted at the forthcoming Shareholders’ Meeting.
Best regards.
Marco Polo International Italy S.r.l.
MARCO POLO INTERNATIONAL ITALY S.R.L.
Registered Office in Milan – Piazzetta Umberto Giordano no. 4
Share Capital Euro 10,000.00 fully paid-in
Registered to the Companies' Register of Milan with fiscal code no. 10449990968
Inscription no. to Milan R.E.A. MI-2532633
LIST FOR THE APPOINTMENT OF THE BOARD OF DIRECTORS
- Zhang Haitao, born in Jinlin, China, on 20 December 1971;
- Xi Xiaohong, born in Beijing, China, on 8 June 1963 (*);
- Wang Kun, born in Hebei, China. on 21 April 1976 (*).
(*) Candidates who have declared: that they meet the independence requirements established for statutory auditors by Article 148, paragraph three, of Legislative Decree No. 58/1998, and that they meet the requirements set forth in the Corporate Governance Code for Listed Companies to qualify as independent.
Attached are the identification data of Marco Polo International Italy S.r.l. which presents the slate and information about the investment in Pirelli & C. S.p.A. held by the Proponent.
Milan, 30 May 2026
MARCO POLO INTERNATIONAL ITALY S.R.L.
Registered Office in Milan – Piazzetta Umberto Giordano no. 4
Share Capital Euro 10,000.00 fully paid-in
Registered to the Companies' Register of Milan with fiscal code no. 10449990968
Inscription no. to Milan R.E.A. MI-2532633
INFORMATION RELATING TO THE IDENTITY OF THE PROPONENT THE SLATE
| PROPONENTS | IDENTIFYING DATA |
|---|---|
| MARCO POLO INTERNATIONAL ITALY S.R.L. (*) | company incorporated under Italian law, with registered office in Milan, Piazzetta Umberto Giordano 4, tax code and VAT no. 10449990968 |
(*) Marco Polo International Italy S.r.l. is indirectly controlled by: Sinochem Holdings Corporation Ltd. (People's Republic of China), China National Chemical Corporation Limited (People's Republic of China), China National Tire & Rubber Corporation, Ltd. (People's Republic of China), CNRC International Limited (People's Republic of China) and Fourteen Sundew S.à r.l. (Luxembourg).
.
ORDINARY SHARES HELD BY THE SLATE PROPONENT
| PROPONENT | NUMBER OF ORDINARY SHARES PIRELLI & C. S.P.A. HELD | % OF TOTAL ORDINARY SHARES OF PIRELLI & C. S.P.A. |
|---|---|---|
| MARCO POLO INTERNATIONAL ITALY S.R.L. | 370,150,000 | 34.1 |
| TOTAL | 370,150,000 | 34.1 |
MARCO POLO INTERNATIONAL ITALY S.R.L.
Sede legale in Milano – Piazzetta Umberto Giordano 4
Capitale Sociale Euro 10.000 i.v.
Codice fiscale e numero di iscrizione al Registro delle Imprese 10449990968
N. iscrizione R.E.A. MI-2532633
Spett.le
Pirelli & C. S.p.A.
Viale Piero e Alberto Pirelli 25
20126 Milano
Invio a mezzo posta elettronica certificata all'indirizzo [email protected]
Milano, 30 maggio 2026
Oggetto: Assemblea degli Azionisti di Pirelli & C. S.p.A. del 25 giugno 2026; punto 4 all'ordine del giorno: "Nomina degli Amministratori."
Presentazione di proposte per la nomina alla carica di Amministratore
Marco Polo International Italy S.r.l. ("MPI Italy" o il "Proponente"), qui rappresentata dal Sig. Wang Jianjun in qualità di Presidente del Consiglio di Amministrazione munito dei necessari poteri, la quale detiene complessivamente n. 370.150.000 azioni ordinarie di Pirelli & C. S.p.A. (di seguito "Pirelli" o la "Società") alla data odierna, pari al 34,1% del capitale sociale di Pirelli, presenta, in conformità al DPCM Golden Power (come di seguito definito), una lista di tre (3) candidati (1 non indipendente e 2 indipendenti) per la composizione del Consiglio di Amministrazione, ai sensi dell'art. 10 dello Statuto di Pirelli, da sottoporre all'Assemblea degli Azionisti della Società convocata in sede ordinaria per il 25 giugno 2026 in unica convocazione (l'"Assemblea").
MPI Italy è indirettamente controllata, tra gli altri, da China National Tire & Rubber Corporation, Ltd. ("CNRC"), a sua volta controllata da Sinochem Holdings Corporation Ltd.
In data 10 aprile 2026, a seguito del cosiddetto "Procedimento Golden Power" avviato dalla Presidenza del Consiglio dei Ministri in esito alle notifiche presentate dagli azionisti CNRC, Camfin S.p.A. ("Camfin") e Marco Tronchetti Provera & C. S.p.A. ("MTP SpA") ai sensi del Decreto Legislativo n. 21/2012 (il "Decreto Golden Power"), CNRC, Camfin e MTP SpA sono state destinatarie della notifica del Decreto del Presidente del Consiglio dei Ministri adottato ai sensi del Decreto Golden Power, contenente alcune prescrizioni nei confronti di CNRC e Pirelli riguardanti la governance di Pirelli (il "DPCM Golden Power").
Per quanto riguarda CNRC, la presente lista è conforme alle relative prescrizioni contenute nel DPCM Golden Power.
Per chiarezza, la presentazione della presente lista di candidati in conformità al DPCM Golden Power non costituisce, né potrà essere interpretata come, una rinuncia, un'acquiescenza o una liberatoria da parte di MPI Italy o CNRC rispetto a qualsivoglia diritto di impugnare, contestare o ricorrere avverso il DPCM Golden Power, in tutto o in parte, dinanzi a qualsiasi autorità giudiziaria, amministrativa o governativa competente, sia in Italia che altrove.
Il Proponente autorizza espressamente Pirelli a pubblicare la suddetta lista secondo le modalità e i termini previsti dalla normativa vigente.
Si allegano alla presente:
- documentazione contenente i dati identificativi del Proponente;
- i curricula vitae dei candidati alla carica di Amministratore, contenenti esaustive informazioni sulle loro caratteristiche professionali e personali;
- dichiarazioni di accettazione della candidatura, attestanti altresì l'insussistenza di cause di ineleggibilità e di incompatibilità nonché il possesso dei requisiti prescritti dalle vigenti disposizioni di legge e/o regolamentari per ricoprire la carica di Amministratore della Società, con indicazione dell'eventuale idoneità a qualificarsi come "amministratore indipendente" sulla base dei criteri stabiliti dal Codice di Corporate Governance di Borsa
MARCO POLO INTERNATIONAL ITALY S.R.L.
Sede legale in Milano – Piazzetta Umberto Giordano 4
Capitale Sociale Euro 10.000 i.v.
Codice fiscale e numero di iscrizione al Registro delle Imprese 10449990968
N. iscrizione R.E.A. MI-2532633
Italiana S.p.A. (il “Codice di Corporate Governance”) e/o dall’art. 148, comma 3, del Decreto Legislativo 24 febbraio 1998, n. 58 (unitamente a copia del documento di identità di ciascun candidato);
- dichiarazioni relative alle cariche di amministrazione e controllo ricoperte dai candidati alla carica di Amministratore in altre società.
Si allega alla presente copia della documentazione necessaria comprovante la titolarità delle azioni ordinarie Pirelli detenute dal Proponente.
I candidati alla carica di Amministratore di Pirelli hanno autorizzato la pubblicazione dei propri curricula vitae sul sito internet della Società.
Infine, ai sensi dell’art. 10 dello Statuto, il Proponente dichiara di non presentare, né di concorrere alla presentazione di alcuna altra lista (diversa da quella qui presentata) per la nomina dei membri del Consiglio di Amministrazione da sottoporre al voto della prossima Assemblea.
Distinti saluti.
Marco Polo International Italy S.r.l.
MARCO POLO INTERNATIONAL ITALY S.R.L.
Sede legale in Milano – Piazzetta Umberto Giordano 4
Capitale Sociale Euro 10.000 i.v.
Codice fiscale e numero di iscrizione al Registro delle Imprese 10449990968
N. iscrizione R.E.A. MI-2532633
LISTA PER LA NOMINA DEL CONSIGLIO DI AMMINISTRAZIONE
- Zhang Haitao, nato a Jinlin, Cina, il 20 dicembre 1971;
- Xi Xiaohong, nato a Beijing, Cina, l'8 giugno 1963 (*);
- Wang Kun, nata a Hebei, Cina, il 21 aprile 1976 (*).
(*) Candidati che hanno dichiarato: di possedere i requisiti di indipendenza stabiliti per i Sindaci dall'art. 148, comma terzo, del Decreto Legislativo n. 58/1998 e di possedere i requisiti previsti dal Codice di Autodisciplina per le Società Quotate per qualificarsi come indipendenti.
In allegato si riportano i dati identificativi di Marco Polo International Italy S.r.l. che presenta la lista e le informazioni relative alla partecipazione in Pirelli & C. S.p.A. detenuta dal Proponente.
Milano, 30 maggio 2026
MARCO POLO INTERNATIONAL ITALY S.R.L.
Sede legale in Milano – Piazzetta Umberto Giordano 4
Capitale Sociale Euro 10.000 i.v.
Codice fiscale e numero di iscrizione al Registro delle Imprese 10449990968
N. iscrizione R.E.A. MI-2532633
INFORMAZIONI RELATIVE ALL'IDENTITÀ DEL PROPONENTE DELLA LISTA
| PROPONENTE | DATI IDENTIFICATIVI |
|---|---|
| MARCO POLO INTERNATIONAL ITALY S.R.L. (*) | società di diritto italiano, con sede legale in Milano, Piazzetta Umberto Giordano 4, codice fiscale e partita IVA n. 10449990968 |
(*) Marco Polo International Italy S.r.l. è indirettamente controllata da: Sinochem Holdings Corporation Ltd. (Repubblica Popolare Cinese), China National Chemical Corporation Limited (Repubblica Popolare Cinese), China National Tire & Rubber Corporation, Ltd. (Repubblica Popolare Cinese), CNRC International Limited (Repubblica Popolare Cinese) e Fourteen Sundew S.à r.l. (Lussemburgo).
AZIONI ORDINARIE DETENUTE DAL PROPONENTE DELLA LISTA
| PROPONENTE | NUMERO DI AZIONI ORDINARIE PIRELLI & C. S.P.A. DETENUTE | % SUL TOTALE DELLE AZIONI ORDINARIE DI PIRELLI & C. S.P.A. |
|---|---|---|
| MARCO POLO INTERNATIONAL ITALY S.R.L. | 370,150,000 | 34.1 |
| TOTALE | 370,150,000 | 34.1 |
IRELLI
ZHANG HAITAO
Director of Pirelli since 18 June 2020
Born in 1971.
Mr. Zhang obtained the bachelor degree in economics from University of International Business and Economics in Beijing, China in 1995, and he got the master degree and doctor degree of law from Law School of Renmin University of China.
Mr. Zhang Haitao is General Counsel of China National Tire & Rubber Company Limited ("CNRC") since 2011. He was also appointed as Secretary of the Board of Directors of CNRC in 2019. Before joining CNRC, he worked at King and Wood Mallesons ("KWM"), an eminent law firm in China from 2002 to 2011.
He was admitted to practice law in China in 1999.
Last revised: 31 Jul 2023
DECLARATION OF ACCEPTANCE OF CANDIDACY FOR MEMBER OF THE BOARD OF DIRECTORS WITH CERTIFICATION OF FULFILMENT OF THE LEGAL REQUIREMENTS TO HOLD THE POSITION AS WELL AS THE EVENTUAL INDEPENDENCE REQUIREMENTS
The undersigned Zhang Haitao, born in Jinlin China, on 20 December, 1971, citizenship Chinese
whereas
A) he/she has been designated for the appointment as a member of the Board of Directors at the ordinary shareholders' meeting of Pirelli & C. S.p.A. ("Company") called at 11.00 a.m. on Thursday, 25 June 2026, in a single call, in order to resolve, inter alia, on the renewal of the Board of Directors ("Shareholders' Meeting"),
B) he/she is aware of the provisions of current legislative and regulatory requirements, the Company Bylaws ("Bylaws") and the Corporate Governance Code promoted by the Corporate Governance Committee ("Corporate Governance Code") regarding the submission of the slate of candidates for the aforementioned appointment, including the regulation on relationships between reference shareholders and minority shareholders, as well as the indications contained in the Explanatory Report drawn up by the Company's Board of Directors pursuant to Article 125 ter of the Legislative Decree no. 58 of 24 February 1998 ("TUF"), and the further documentation related to the appointment published on the dedicated section on the Company's website, and, in particular, the "Guidance of the Board of Directors to shareholders on the qualitative-quantitative composition of the Board of Directors for the three-year period 2026-2028, which also indicates the independence and gender balance criteria", the "Guidance of the Board of Directors to shareholders on the maximum number of offices deemed to be compatible with the effective performance of the function of Company Director" and the "Independence Criteria";
given the above,
the undersigned, under his/her own and exclusive responsibility, pursuant to the law and the Bylaws, as well as for the purposes of Article 76 of Presidential Decree No. 445 of 28 December 2000 in cases of false documents and false declarations,
declares
- the non-existence of any causes of ineligibility, forfeiture and incompatibility to hold the office of Director of the Company, either under applicable law provisions and under the Bylaws nor grounds for disqualification from the office of director adopted in an EU member State;
- that he/she fulfils all the requirements set by current laws and regulations, as well as the Bylaws, including the requirements of professionalism and integrity pursuant to Article 147-quinquies, paragraph 1, TUF (as also identified by Ministerial Decree No. 162 of 30 March 2000);
to
☐ fulfil
☑ not fulfil
all the requirements of independence as requested by current legislation (Articles 147-ter, paragraph 4, and 148, paragraph 3, TUF) and regulations, by
the Corporate Governance Code, and taking into account the provisions approved in this regard by the Company’s Board of Directors;
-
that he/she complies with the limit on the maximum number of offices as established by law, the Bylaws and the document entitled “Guidance of the Board of Directors to shareholders on the maximum number of offices deemed to be compatible with the effective performance of the function of Company Director”;
-
that he/she has provided his/her curriculum vitae, including comprehensive information regarding personal and professional qualifications, and accompanied – also as an attachment – by the list of administrative and control positions held in other companies, which in aggregate comply with the limits established in this respect by the applicable laws and regulations in force, including laws and regulations applicable to listed companies on regulated markets, as well as a copy of an identity document, authorizing their publication as of now;
-
that he/she undertakes promptly to inform the Company and, on its behalf, the Board of Directors, of any change in the information provided with this declaration;
-
that he/she undertakes to produce, at the request of the Company, appropriate documentation to confirm the truthfulness of the data declared;
-
that he/she is informed through the privacy policy, which appears at the end of this statement, pursuant to and for the purposes of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the applicable legislation, that the personal data collected will be processed by the Company, also with IT tools, exclusively in the context of the procedure for which this declaration is made, authorizing the same to proceed with the legal publications for this purpose.
finally declares
-
that he/she irrevocably accepts the candidacy for the office of director of the Company and from now on any appointment to the office of director of the same;
-
that he/she is not a candidate on any other slate presented for the appointment of the Board of Directors which will be held at the Shareholders’ Meeting.
In witness whereof,
PRIVACY POLICY
Privacy is a value that Pirelli & C. S.p.A., with registered office in Viale Piero e Alberto Pirelli 25, 20126 Milano (hereinafter referred to as the “Company”), acting as the Controller of Personal Data you provide, recognizes and respects. Before providing your personal data relating to your candidacy for, and acceptance of, the role of member of the Board of Directors of the Company, please read this notice concerning the manner in which the Company will use such data in compliance with the applicable personal data protection legislation.
Your personal data will be processed solely for the purpose of assessing your candidacy and, if applicable, proceeding with your appointment as a Director of the Company, as well as for the related activities, such as, for instance, publications required by law. The legal basis for such policy lies in the legal obligations applicable to the aforementioned purposes.
Your personal data will be retained only for the period strictly necessary to carry out the activities described above and may be disclosed or otherwise made accessible to employees or collaborators of the Company or companies belonging to the same corporate group, as well as to third parties engaged by the Company to perform the aforementioned activities, who will act either as independent data Controllers or data Processors.
Any transfer of your personal data to such third parties located outside the European Economic Area shall be subject to appropriate safeguards, including, by way of example, the execution of the standard contractual clauses adopted by the European Commission. The provision of your personal data is voluntary and entirely at your discretion. However, failure to provide the mandatory data requested will prevent the Company from processing your candidacy.
At any time, you may exercise the rights granted under applicable law (including the right to request access to your personal data and the right to have such data updated, supplemented, rectified, or erased) by writing to [email protected]. You also have the right to lodge a complaint with the competent supervisory authority. For any matters relating to the protection of personal data, you may also contact the Company’s Data Protection Officer at [email protected].
Signature
DECLARATION CONCERNING ENGAGEMENT WITH OTHER COMPANIES
The undersigned Zhang Haitao, born in Jinlin China, on 20 December 1970, with reference to the declaration of acceptance of candidacy for member of the Board of Directors of the company Pirelli & C. S.p.A.,
DECLARES
to hold the following directorships and auditing positions in other companies:
| Director | Marco Polo International Italy S.r.l. | |
|---|---|---|
| Director | TP Industrial Holding S.p.A. | |
| Director | Fourteen Sundew S.a.r.l. | |
In witness whereof,
29 May 2026. Beijing, P.R.C.
Date and place
Mr. Xi Xiaohong
Born in 1963
B.A. Beijing University (1985), LL.M. Beijing University (1988);
B.A. (Hons) University of Cambridge (1993); M.A. University of Cambridge (1996);
PRC Attorney-At-Law (1989)
With over 38 years work experiences in various professional and senior managerial positions for all major types of organizations, including the Fortune 500 MNCs, one of the world's largest private companies, statutory company of the Hong Kong SAR, private entrepreneurship, professional organization;
Accumulated hand-on experiences in all aspects in the full life cycle of a company, from planning to implementation, production and operation, sales and marketing, cross border M&A, multi-jurisdictional dispute resolution until bankruptcy;
Currently an Independent Director, Chairman of the Nomination Committee, Member of the Audit Committee and Compensation and Appraisal Committee, LUSTER LightTech Co., Ltd;
Directorship: IXLN Holdings Company Limited; Metasphere Investment Management Company Limited; Metasphere Consulting Limited;
Senior Consultant, Sanya Fenghuang Notary Office, Hainan Provice; etc.
Positions held also include: Group Vice President/CEO, Overseas Business, China Electric Equipment Group Co., Ltd; General Counsel, China National Chemical Corporation; General Manager, China Business, Airport Authority Hong Kong; Mergers & Acquisitions Director, Asia Pacific, Invista (Hong Kong) Limited (formerly named as DuPont Textiles & Interiors (Hong Kong) Limited which was acquired in 2004 by Koch Industries, Inc.)
HONOURS AND AWARDS:
"Chambers China: Global Influencer 2019";
"CEO's Award for Excellence" of the Airport Authority Hong Kong;
"Golden Eagle Award", the highest award of global DuPont Legal.
DECLARATION OF ACCEPTANCE OF CANDIDACY FOR MEMBER OF THE BOARD OF DIRECTORS WITH CERTIFICATION OF FULFILMENT OF THE LEGAL REQUIREMENTS TO HOLD THE POSITION AS WELL AS THE EVENTUAL INDEPENDENCE REQUIREMENTS
The undersigned XI XIAOHONG, born in BEIJING, CHINA, on June 8, 1963, citizenship CHINESE
whereas
A) he/she has been designated for the appointment as a member of the Board of Directors at the ordinary shareholders’ meeting of Pirelli & C. S.p.A. (“Company”) called at 11.00 a.m. on Thursday, 25 June 2026, in a single call, in order to resolve, inter alia, on the renewal of the Board of Directors (“Shareholders’ Meeting”),
B) he/she is aware of the provisions of current legislative and regulatory requirements, the Company Bylaws (“Bylaws”) and the Corporate Governance Code promoted by the Corporate Governance Committee (“Corporate Governance Code”) regarding the submission of the slate of candidates for the aforementioned appointment, including the regulation on relationships between reference shareholders and minority shareholders, as well as the indications contained in the Explanatory Report drawn up by the Company’s Board of Directors pursuant to Article 125 ter of the Legislative Decree no. 58 of 24 February 1998 (“TUF”), and the further documentation related to the appointment published on the dedicated section on the Company’s website, and, in particular, the “Guidance of the Board of Directors to shareholders on the qualitative-quantitative composition of the Board of Directors for the three-year period 2026-2028, which also indicates the independence and gender balance criteria”, the “Guidance of the Board of Directors to shareholders on the maximum number of offices deemed to be compatible with the effective performance of the function of Company Director” and the “Independence Criteria”;
given the above,
the undersigned, under his/her own and exclusive responsibility, pursuant to the law and the Bylaws, as well as for the purposes of Article 76 of Presidential Decree No. 445 of 28 December 2000 in cases of false documents and false declarations,
declares
- the non-existence of any causes of ineligibility, forfeiture and incompatibility to hold the office of Director of the Company, either under applicable law provisions and under the Bylaws nor grounds for disqualification from the office of director adopted in an EU member State;
- that he/she fulfils all the requirements set by current laws and regulations, as well as the Bylaws, including the requirements of professionalism and integrity pursuant to Article 147-quinquies, paragraph 1, TUF (as also identified by Ministerial Decree No. 162 of 30 March 2000);
- to
☑ fulfil
☐ not fulfil
all the requirements of independence as requested by current legislation (Articles 147-ter, paragraph 4, and 148, paragraph 3, TUF) and regulations, by
the Corporate Governance Code, and taking into account the provisions approved in this regard by the Company’s Board of Directors;
-
that he/she complies with the limit on the maximum number of offices as established by law, the Bylaws and the document entitled “Guidance of the Board of Directors to shareholders on the maximum number of offices deemed to be compatible with the effective performance of the function of Company Director”;
-
that he/she has provided his/her curriculum vitae, including comprehensive information regarding personal and professional qualifications, and accompanied – also as an attachment – by the list of administrative and control positions held in other companies, which in aggregate comply with the limits established in this respect by the applicable laws and regulations in force, including laws and regulations applicable to listed companies on regulated markets, as well as a copy of an identity document, authorizing their publication as of now;
-
that he/she undertakes promptly to inform the Company and, on its behalf, the Board of Directors, of any change in the information provided with this declaration;
-
that he/she undertakes to produce, at the request of the Company, appropriate documentation to confirm the truthfulness of the data declared;
-
that he/she is informed through the privacy policy, which appears at the end of this statement, pursuant to and for the purposes of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the applicable legislation, that the personal data collected will be processed by the Company, also with IT tools, exclusively in the context of the procedure for which this declaration is made, authorizing the same to proceed with the legal publications for this purpose.
finally declares
-
that he/she irrevocably accepts the candidacy for the office of director of the Company and from now on any appointment to the office of director of the same;
-
that he/she is not a candidate on any other slate presented for the appointment of the Board of Directors which will be held at the Shareholders’ Meeting.
In witness whereof,
PRIVACY POLICY
Privacy is a value that Pirelli & C. S.p.A., with registered office in Viale Piero e Alberto Pirelli 25, 20126 Milano (hereinafter referred to as the "Company"), acting as the Controller of Personal Data you provide, recognizes and respects. Before providing your personal data relating to your candidacy for, and acceptance of, the role of member of the Board of Directors of the Company, please read this notice concerning the manner in which the Company will use such data in compliance with the applicable personal data protection legislation.
Your personal data will be processed solely for the purpose of assessing your candidacy and, if applicable, proceeding with your appointment as a Director of the Company, as well as for the related activities, such as, for instance, pubblications required by law. The legal basis for such policy lies in the legal obligations applicable to the aforementioned purposes.
Your personal data will be retained only for the period strictly necessary to carry out the activities described above and may be disclosed or otherwise made accessible to employees or collaborators of the Company or companies belonging to the same corporate group, as well as to third parties engaged by the Company to perform the aforementioned activities, who will act either as independent data Controllers or data Processors.
Any transfer of your personal data to such third parties located outside the European Economic Area shall be subject to appropriate safeguards, including, by way of example, the execution of the standard contractual clauses adopted by the European Commission. The provision of your personal data is voluntary and entirely at your discretion. However, failure to provide the mandatory data requested will prevent the Company from processing your candidacy.
At any time, you may exercise the rights granted under applicable law (including the right to request access to your personal data and the right to have such data updated, supplemented, rectified, or erased) by writing to [email protected]. You also have the right to lodge a complaint with the competent supervisory authority. For any matters relating to the protection of personal data, you may also contact the Company's Data Protection Officer at [email protected].
Signature
DECLARATION CONCERNING ENGAGEMENT WITH OTHER COMPANIES
The undersigned XI XIAOHONG, born in BEIJING, CHINA, on June 8, 1963, with reference to the declaration of acceptance of candidacy for member of the Board of Directors of the company Pirelli & C. S.p.A.,
DECLARES
to hold the following directorships and auditing positions in other companies:
| Independent director | LUSTER LightTech Co., Ltd | |
|---|---|---|
| Director | IXLN Holdings Company Limited | |
| Director | Metasphere Investment Management Company Limited | |
| Director | Metasphere Consulting Limited |
In witness whereof,
Signature
May 27, 2026, Beijing, China
Date and place
Wang Kun
Born in 1976.
Professor Kun Wang is a Tenured Associate Professor at the School of Economics and Management, Tsinghua University, and serves as the Associate Director of the Tsinghua Corporate Governance Center.
She received her Ph.D. in Accounting from the Hong Kong University of Science and Technology in 2003 and obtained her Bachelor's degree in Accounting from Nankai University in 1998. She joined Tsinghua University in 2003 as Assistant Professor, was promoted to Associate Professor in 2010, and became a Tenured Associate Professor in 2020. In 2010, she was a Visiting Scholar at the MIT Sloan School of Management.
Her research focuses on corporate governance, accounting information quality, auditing, executive compensation, capital markets, and investor protection. Her work has been published in leading international journals including Management Science, Review of Accounting Studies, etc. She has also served in various academic and administrative roles at Tsinghua University, including Assistant Dean in charge of the Career Development Center (2013-2014), Ph.D. Program Coordinator (2010-2013), and reviewer for leading academic journals.
She teaches undergraduate, MBA, Executive MBA, Executive Education, and doctoral courses in accounting and financial statement analysis. She has received numerous teaching awards from Tsinghua University.
Since 2010, she has served as an independent director or independent supervisor for a number of A-share listed companies in China and company listed in Hong Kong, and has also chaired the audit committees of several corporations.
DECLARATION OF ACCEPTANCE OF CANDIDACY FOR MEMBER OF THE BOARD OF DIRECTORS WITH CERTIFICATION OF FULFILMENT OF THE LEGAL REQUIREMENTS TO HOLD THE POSITION AS WELL AS THE EVENTUAL INDEPENDENCE REQUIREMENTS
The undersigned Kun Wang, born in Hebei, China, on April 21st, 1976,
citizenship Chinese
whereas
A) he/she has been designated for the appointment as a member of the Board of Directors at the ordinary shareholders’ meeting of Pirelli & C. S.p.A. (“Company”) called at 11.00 a.m. on Thursday, 25 June 2026, in a single call, in order to resolve, inter alia, on the renewal of the Board of Directors (“Shareholders’ Meeting”),
B) he/she is aware of the provisions of current legislative and regulatory requirements, the Company Bylaws (“Bylaws”) and the Corporate Governance Code promoted by the Corporate Governance Committee (“Corporate Governance Code”) regarding the submission of the slate of candidates for the aforementioned appointment, including the regulation on relationships between reference shareholders and minority shareholders, as well as the indications contained in the Explanatory Report drawn up by the Company’s Board of Directors pursuant to Article 125 ter of the Legislative Decree no. 58 of 24 February 1998 (“TUF”), and the further documentation related to the appointment published on the dedicated section on the Company’s website, and, in particular, the “Guidance of the Board of Directors to shareholders on the qualitative-quantitative composition of the Board of Directors for the three-year period 2026-2028, which also indicates the independence and gender balance criteria”, the “Guidance of the Board of Directors to shareholders on the maximum number of offices deemed to be compatible with the effective performance of the function of Company Director” and the “Independence Criteria”;
given the above,
the undersigned, under his/her own and exclusive responsibility, pursuant to the law and the Bylaws, as well as for the purposes of Article 76 of Presidential Decree No. 445 of 28 December 2000 in cases of false documents and false declarations,
declares
- the non-existence of any causes of ineligibility, forfeiture and incompatibility to hold the office of Director of the Company, either under applicable law provisions and under the Bylaws nor grounds for disqualification from the office of director adopted in an EU member State;
- that he/she fulfils all the requirements set by current laws and regulations, as well as the Bylaws, including the requirements of professionalism and integrity pursuant to Article 147-quinquies, paragraph 1, TUF (as also identified by Ministerial Decree No. 162 of 30 March 2000);
- to
☑ fulfil
☐ not fulfil
all the requirements of independence as requested by current legislation (Articles 147-ter, paragraph 4, and 148, paragraph 3, TUF) and regulations, by
the Corporate Governance Code, and taking into account the provisions approved in this regard by the Company's Board of Directors;
- that he/she complies with the limit on the maximum number of offices as established by law, the Bylaws and the document entitled "Guidance of the Board of Directors to shareholders on the maximum number of offices deemed to be compatible with the effective performance of the function of Company Director";
- that he/she has provided his/her curriculum vitae, including comprehensive information regarding personal and professional qualifications, and accompanied – also as an attachment – by the list of administrative and control positions held in other companies, which in aggregate comply with the limits established in this respect by the applicable laws and regulations in force, including laws and regulations applicable to listed companies on regulated markets, as well as a copy of an identity document, authorizing their publication as of now;
- that he/she undertakes promptly to inform the Company and, on its behalf, the Board of Directors, of any change in the information provided with this declaration;
- that he/she undertakes to produce, at the request of the Company, appropriate documentation to confirm the truthfulness of the data declared;
- that he/she is informed through the privacy policy, which appears at the end of this statement, pursuant to and for the purposes of the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the applicable legislation, that the personal data collected will be processed by the Company, also with IT tools, exclusively in the context of the procedure for which this declaration is made, authorizing the same to proceed with the legal publications for this purpose.
finally declares
- that he/she irrevocably accepts the candidacy for the office of director of the Company and from now on any appointment to the office of director of the same;
- that he/she is not a candidate on any other slate presented for the appointment of the Board of Directors which will be held at the Shareholders' Meeting.
In witness whereof,
Signature: ____
Date: ____
- May. 2026
PRIVACY POLICY
Privacy is a value that Pirelli & C. S.p.A., with registered office in Viale Piero e Alberto Pirelli 25, 20126 Milano (hereinafter referred to as the "Company"), acting as the Controller of Personal Data you provide, recognizes and respects. Before providing your personal data relating to your candidacy for, and acceptance of, the role of member of the Board of Directors of the Company, please read this notice concerning the manner in which the Company will use such data in compliance with the applicable personal data protection legislation.
Your personal data will be processed solely for the purpose of assessing your candidacy and, if applicable, proceeding with your appointment as a Director of the Company, as well as for the related activities, such as, for instance, pubblications required by law. The legal basis for such policy lies in the legal obligations applicable to the aforementioned purposes.
Your personal data will be retained only for the period strictly necessary to carry out the activities described above and may be disclosed or otherwise made accessible to employers or collaborators of the Company or companies belonging to the same corporate group, as well as to third parties engaged by the Company to perform the aforementioned activities, who will act either as independent data Controllers or data Processors.
Any transfer of your personal data to such third parties located outside the European Economic Area shall be subject to appropriate safeguards, including, by way of example, the execution of the standard contractual clauses adopted by the European Commission. The provision of your personal data is voluntary and entirely at your discretion. However, failure to provide the mandatory data requested will prevent the Company from processing your candidacy.
At any time, you may exercise the rights granted under applicable law (including the right to request access to your personal data and the right to have such data updated, supplemented, rectified, or erased) by writing to [email protected]. You also have the right to lodge a complaint with the competent supervisory authority. For any matters relating to the protection of personal data, you may also contact the Company's Data Protection Officer at [email protected].
Signature
DECLARATION CONCERNING ENGAGEMENT WITH OTHER COMPANIES
The undersigned Kun Wang, born in Hebei, China, on April, 21st, 1976,
no. _, tax code _, with reference to the declaration of acceptance of candidacy for member of the Board of Directors of the company Pirelli & C. S.p.A.,
DECLARES
to hold the following directorships and auditing positions in other companies:
| Independent Director | and Audit Committee Chair | of Luster LightTech | Co. Ltd. |
|---|---|---|---|
| Independent Director | of Seaforest Co. Ltd. | (non-listed company) | |
| Independent Director | of China International | Futures Co. Ltd. (non-listed company) | |
In witness whereof,
Signature
W. Wang
Date and place
26, May, 2026. Beijing
BNP PARIBAS
The bank for a changing world
Comunicazione ex art. 43 del Provvedimento Unico sul Post Trading
Intermediario che effettua la comunicazione
ABI (conto MT) denominazione
60087 BNP Paribas SA, Succursale Italia
CAB
Ultimo Intermediario, se diverso dal precedente
ABI denominazione
CAB
data della richiesta
20/05/2026
data di invio della comunicazione
20/05/2026
n.ro progressivo annuo
46314
n.ro della comunicazione precedente
causale
Nominativo del richiedente, se diverso dal titolare degli strumenti finanziari
Titolare degli strumenti finanziari:
cognome o denominazione
MARCO POLO INTERNATIONAL ITALY SRL
nome
codice fiscale o LEI
10449990968
comune di nascita
provincia di nascita
data di nascita
nazionalità
Indirizzo o sede legale
PIAZZETTA UMBERTO GIORDANO 4
città
MILANO
stato
ITALY
Strumenti finanziari oggetto di comunicazione:
ISIN o Cod. interno
IT0005278236
denominazione
PIRELLI E C. S.P.A
Quantità strumenti finanziari oggetto di comunicazione:
370150000
Vincoli o annotazioni sugli strumenti finanziari oggetto di comunicazione
Natura
00-Senza vincolo
Beneficiario vincolo
| data di riferimento | termine di efficacia | diritto esercitabile |
|---|---|---|
| 20/05/2026 | 31/05/2026 | Deposito di liste per la nomina del Consiglio di Amministrazione (art. 147-ter TUF) |
Note
Firma Intermediario
Securities Services, BNP Paribas
Piazza Lino Bo Bardi, 3 - 20124 Milan (Italy)
(signature)