The increases are a consequence of the higher price of key raw materials and growing investment in the development of new products with an elevated level of technological content.

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From 18 January 2017 to 1 May 2017, the Archimede Library in Settimo Torinese will host the exhibition entitled “Pirelli in 100 Pictures. Beauty, Innovation, Manufacturing”. The exhibition traces over 140 years of Pirelli: factory workers, technology, new product research, relationships with the arts and innovative communications, motorsports and the famous calendar. It is also the opportunity to present first pictures of a new project taken inside the Pirelli industrial Hub in Settimo Torinese by Peter Lindbergh, author of the 2017 Pirelli Calendar, to the general public.

The exhibition, curated by Fondazione Pirelli which runs the Historical Archives from where the material was picked, is promoted and organized by Comune di Settimo Torinese with the contribution of Pirelli and Fondazione ECM (Esperienze di Cultura Metropolitana) and is sponsored by Regione Piemonte and Città Metropolitana di Torino. Attending the presentation were the President of Regione Piemonte, Sergio Chiamparino, Mayor of Settimo Torinese, Fabrizio Puppo, Executive Vice President and CEO of Pirelli, Marco Tronchetti Provera, the President of Fondazione ECM, Aldo Corgiat, and Managing Director of Fondazione Pirelli Antonio Calabrò.

We are privileged to offer the opportunity of a unique exhibition to visitors to the Archimede Library”, said the Mayor of Settimo Torinese, Fabrizio Puppo. “The photographs and illustrations retrace the over 140 years of history of Pirelli, which is in part the history of our city and of many workers and citizens of Settimo Torinese and the surrounding towns who have worked there and contributed to its growth. Employment, culture and innovation and three key concepts that tie the history of Pirelli to that of our city and that is told in the most exciting way in the ‘Pirelli in 100 pictures’ exhibition”.

“Innovation and product quality, attention to people and communication with the district where our plants are situated, in Italy and in the world, have always been among the strongest values of Pirelli”, declared Executive Vice President and CEO of Pirelli, Marco Tronchetti Provera. “The exhibition in Settimo Torinese, the site of our most innovative industrial hub, is proof of this. The commitment of the Settimo and Regione Piemonte local authorities, which whom we have interacted with mutual benefit for many years, drives us to continue to operate by combining local and international perspectives”.

“We are proud to have this opportunity to host the splendid ‘Pirelli in 100 Pictures’ exhibition”, added the president of Fondazione ECM, Aldo Corgiat. “This activity is part of a comprehensive cultural program involving Settimo local authorities, Fondazione ECM and Pirelli, which included the shows of Marco Paolini and Moni Ovadia to celebrate the 50th anniversary of Settimo earning city status, the WORKERS exhibition, concerts in the factory for the MITO festival, the Innovation and Science Festival of which Pirelli is Main Sponsor and the library opened in the plant with the collaboration of Archimede”.

The “Pirelli in 100 Pictures. Beauty, Innovation, Manufacturing” exhibition is further confirmation of the importance of culture as a tool for driving development, social cohesion and integration, in addition to reasserting the bond between culture and employment in Settimo Torinese. For Pirelli, in particular, the exhibition follows the activities organized and sponsored in Settimo by the company and by Fondazione Pirelli, which was established in 2009 to promote and disseminate corporate culture, history and documentation. Examples of these activities include the three concerts organized at the Hub in 2010, 2011 and 2014 for the MITO Festival, that Pirelli has been sponsoring since 2007, and the support offered by Pirelli to the Innovation and Science Festival.

The exhibition

The exhibition develops through six sections. “Una P lunga oltre 140 anni” (a “P” over 140 years long) traces the history of Pirelli through the pictures of its factories and its products: from the first plant on the outskirts of Milan to the first international exhibitions, illustrated catalogues and “Pirelli” magazine covers. “La fabbrica degli artisti” (the factory of artists) presents some of the many opportunities that painters and photographers have taken to express their art and tell about the world of factories and manufacturing. “Si va che è un incanto” (it runs like a charm) documents the daily challenges that Pirelli has tackled in the racing world since 1907. “Una Musa tra le ruote” (a muse in the wheels) focuses on the relationships between Pirelli and the arts since the beginning of its history from the earliest artist advertising campaigns to illustrations. Elogio della Bellezza” (celebration of beauty) is a line-up of the female icons that introduces visitors to the last section dedicated to the Pirelli Calendar 1964-2017” with pictures by the greatest names in photography.

The most recent was German master Peter Lindbergh, who took a number of enthralling and powerful photographs in the factory in Settimo in preparation for the 2017 Pirelli Calendar. Those pictures have become a project in their own right and are presented in preview to the general public.

The Pirelli industrial Hub of Settimo Torinese

Pirelli has been present in Settimo Torinese since the 1950s. Today’s industrial site was added to the original factory purchased from Ceat in 1984 and was the object of major investments over the following two years. The idea of the new Pirelli industrial Hub of Settimo Torinese came in 2007. The project consisted in integrated the two Pirelli plants already present in the area in a single area: works started in June 2009 and production was kicked off in May of the following year.

The Hub is also the result of profitable collaboration with local organizations and the Turin Polytechnic for research and innovation matters. It is the most technologically advanced and efficient Pirelli plant in the world in terms of product innovation, manufacturing processes and working environment quality. World-renowned architect Renzo Piano was called to design the “Spina”, as the central body is named, which houses the R&D labs and many services for employees. As a result, this part of the plant has naturally became the keystone for supporting production and fostering fraternization among workers.

Renzo Piano also designed the landscape projects that immerse the factory in 500 cherry trees, in addition to the on-site road network and the lighting. With an initial investment of 150 million Euro, which was increased to 300 million following the total refocusing of the plant on Premium and Prestige segment car tyres, some of the most advanced Pirelli technologies are implemented in the plant, like the Next Mirs robotized system, the new compound production system (PTSM) and the most recent PNCS-Pirelli Noise Cancelling System.

Production in the Hub, focused on low-environmental impact High-Performance and Ultra High-Performance tyres, totals over 4 million parts. Part of the investments was destined to the training over 1,200 workers focusing on skills aimed at achieving technological excellence, adding up to over 221 thousand hours in total, that is equal to 25 days per person over the 2009-2015 period.
President of the Republic Giorgio Napolitano visited the Settimo Hub on 19 March 2011 during the celebrations for the 150th anniversary of Italian unity organized by the local authorities of the city of Turin.

***

PIRELLI IN 100 PICTURES. BEAUTY, INNOVATION, MANUFACTURING
Settimo Torinese, Archimede Library Piazza Campidoglio 50
18 January 2017 – 1 May 2017

Opening times:
Monday-Saturday 9 am – 7 pm
Sunday 3.30 pm- 7.00 pm

Free admission

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Pirelli’s 2013 annual report “Spinning the wheel” was awarded the platinum medal in the 2014-2016 edition of the prestigious competition organized by Graphis, the magazine dedicated to the best design production at the world level. Created by Milan’s Cacao Design, Pirelli’s 2013 Annual Report was the only Italian one to be awarded the platinum medal. In addition, the 2013 Pirelli Annual Report was included in Graphis’s portal and in its printed annual, both points of reference for the complex work of annual report design. The jury, which includes the world’s most influential Annual Report designers, this year awarded a total of 8 platinum medals, 77 golds and 92 silvers.

The award acknowledges the capacity for innovation which has always distinguished Pirelli, not only in its products, but also in its methods of communication, which also extend to telling the company’s story through an Annual Report which goes beyond numbers and technical texts. The 2013 Annual Report created by Cacao Design combines meticulous graphics with the touch of originality given by the volume’s tilt at 45 degrees.

To produce the 2013 annual report, centred on the idea of talent, Pirelli gathered together nine emerging young international talents, – from the fields of architecture, physics design, music, film animation and fashion – with the task of “reinventing” the wheel, bringing to light the creativity, intuition, commitment, tenacity and passion which give body to an idea, a project or a successful product.  The Annual Report “Spinning the Wheel” has already received three prestigious citations in the design and graphics sector: the Gold Trophy Award, among the most important prizes at the world level from the ’International Design Awards (IDA), the third prize in the category Annual Reports of the European Design Awards and inclusion in the ’ADI Designex Index, the annual listing of the ADI Association for industrial design.

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-       Premium segment stronger with volume up 14.2% (+15.9% in Q3) and revenues representing 64.6% of total Consumer business

-       Improved overall price/mix effect: +5.5% linked to higher prices and a better sales mix

-       Steady in improvement in overall volume, up by 1.2% (+3.7% in Q3)

-       Efficiencies worth 68.1 million euro. Already achieved 73% of the 2014-2017 target of 350 million euro

-       Profitability improved, with Adjusted EBIT of 14.4% (14.1% in the same period of 2015, on a like-for-like basis)

-       Adjusted ebit margin Consumer business reaches 16.4% (15.7% in the same period of 2015, on a like-for-like basis)

-       Industrial business affected by persistent weakness in South America- Profitability improvements in Europe and NAFTA.  Apac remains the most profitable area

***

As an effect of the acquisition by Marco Polo Industrial Holding S.p.A. of Pirelli and the subsequent merger for incorporation of Marco Polo Industrial Holding S.p.A. into Pirelli, following the Purchase Price Allocation (PPA) conducted on the basis of that which is established by the relevant accounting principles, greater amortizations have been booked on the income statement mainly linked to intangible assets identified in the context of that operation. The heading “Ebit adjusted” in the income statement excludes – beyond non-recurring and restructuring charges – also the amortizations related to intangible assets identified in the PPA.

***

Meeting today, the Board of Directors of Pirelli & C. S.p.A. examined and approved the results of the Group for the period ended 30 September 2016. Supported also  by the acceleration during the third quarter, the results for the first nine months of 2016 highlight broad improvements in the principal economic indicators. These are discussed below:

-       Revenues of 4,533.1 million euro, following organic growth of 6.6% (like-for-like basis, after excluding an adverse 6.7% forex effect) due to a marked improvement in the price mix (+5.5%) as a result of price rises in emerging markets, increased sales in the Replacement channel and a different geographical and product mix. This organic increase in revenues was founded on the progress of the Consumer business (organic growth of 8.2% over the first nine months, +10% in Q3 alone), due to the performance of the Premium segment and the expansion of sales in mature markets, Apac and MEAI, while the Industrial business (organic growth of 0.3% over the first nine months, +0.1% in Q3) continues to suffer from the weakness of the tyre market in South America and other emerging markets;

-       Higher volumes (+1.2% in the first nine months of 2016, +3.7% in Q3), due to strong progress by the Consumer business (+3.1% in the first nine months, +5.5% in Q3) as a result of sustained growth in mature markets and the sales’ recovery in emerging markets. Volumes in the Industrial business (-6.2% in the first nine months, -3.8% in Q3) reflect the noted weakness of the truck and agro markets, especially in South America;

-       Further growth in the Premium segment, where the 14.2% rise in volumes (+15.9% in Q3) outpaced the expansion of the entire Premium market (+9.0% in the first nine months and in the third quarter). The organic revenues of this segment rose by 11.7% to 2,443.1 million euro, contributing 64.6% of total Consumer revenues compared with 62.2% in the same period of 2015, on a like-for-like basis;

-       Improved profitability due to internal levers, such as work on the price mix, and to the efficiencies achieved in order to tackle forex volatility and the contraction of certain markets, principally on the Industrial business. In particular, the EBITDA margin before restructuring and other non-recurring charges has risen to 19.2%, compared with 19.0% in the same period of 2015 on a like-for-like basis. EBITDA before restructuring and other non-recurring charges amounted to 872.1 million euro (861.9 million euro in the same period of 2015 on a like-for-like basis).  The Adjusted EBIT margin (operating profit before restructuring and other non-recurring charges and the amortisation of certain intangible assets identified in PPA) has risen to 14.4%, compared with 14.1% in the first nine months of 2015 on a like-for-like basis. Adjusted EBIT amounted to 655.0 million euro (638.2 million euro in the first nine months of 2015 on a like-for-like basis);

-       Efficiency improvements contributed 68.1 million euro. The efficiencies achieved since the start of 2014 total 254.9 million euro, representing 73% of the 2014-2017 four-year target of 350 million euro;

-       In geographical terms, profitability has improved in Europe and NAFTA due to strong growth in the Premium segment. Apac remains the most profitable area, with an EBIT margin of more than 20%.

***

The adverse results from equity investments, -52.7 million euro (-6.2 million euro in the same period of 2015), principally reflect the write-downs and impairment adjustments recorded in relation to Fenice S.r.l. and Prelios S.p.a.

In addition to the loss from equity investments, total net income of 22.7 million euro (276.6 million euro in the same period of 2015) reflects the rise in net financial charges by 202.9 million euro due, in the main, to the bank loans arranged in connection with the merger of Pirelli and Marco Polo Industrial Holding S.p.A., as well as to the early repayment of the US Private Placement bond of 150 million dollars.

The net cash flow from operations was much improved, from -225.7 million euro in the first nine months of 2015 to -32.5 million euro in the first nine months of 2016, thanks to the management of working capital.

Capital investment totalled 238.4 million euro (261.8 million euro in the first nine months of 2015), mainly to increase Premium capacity in Europe, NAFTA and China, as well as to improve the production mix.

Total net cash flow – before dividends and the effects of the merger with Marco Polo Industrial Holding – improved to -507.1 million euro, compared with -572.0 million euro in the first nine months of 2015.

The net financial position was negative 5,972.4 million euro after the effects of the merger of Pirelli and Marco Polo Industrial Holding, which became effective on 1 June 2016 with retroactive accounting and fiscal effects from 1 January 2016. Excluding the effects of the merger, the net financial position as of 31 December 2015 was 1,199.1 million euro (5,331 million euro inclusive of the data for Marco Polo Industrial Holding). The usual performance of working capital, with inflows from the sale of winter products in Europe and Russia in the fourth quarter which coincide with the sell-out activities in the same markets will lead – together with the finalization of some disposals of financial and real estate holdings – to a natural improvement of the net financial position in the coming months.

The total number of employees as of 30 September 2016 was 36,763 (36,753 persons at the end of December 2015).

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NEW PIRELLI DIGITAL GENERAL MANAGEMENT, ENTRUSTED TO BY LUIGI STACCOLI, CONSTITUTED

PAOLO DAL PINO NOMINATED CEO OF PIRELLI INDUSTRIAL

IPO LAUNCH SEEN BY FIRST HALF 2018

FUTURE GOVERNANCE ALIGNED TO INTERNATIONAL BEST PRACTICE

The Board of Directors of Pirelli & C. S.p.A. met today and was updated on the activities under way with regard to the proposed integration of Pirelli Industrial and Aeolus, acknowledging with favour its progress.

The Board then analyzed the guidelines of the industrial plan for the Industrial segment.

The Board, further, approved the industrial plan 2016-2018, with vision to 2020, for Pirelli Consumer, the sole global player entirely focused on the Consumer business. The strategy calls for:

1. 1. strengthened leadership in the high profitability Prestige and Premium segments;
2. 2. a business model always more focused on the end consumer (‘Consumer Centric Approach’)
3. 3. oversight of new business opportunities offered by new and sustainable mobility (Cyber Tyre and Vélo);
4. 4. total digitization of industrial, commercial and management processes, more efficient and based on predictive models made possible thanks to the deployment of big data and analytics.

To support this course, the Board adopted an organizational model which calls for:

- the constitution of General Management Pirelli Digital, entrusted to Luigi Staccoli, supervising all activities aimed at the digitization of the company;

- the aggregation of all technical structures (R&D, homologations, technologies, manufacturing, quality, motorsport) and sales to Original Equipment under the responsibility of General Manager Technology, Maurizio Boiocchi;

- the attribution of the management of all commercial structures (marketing, supply chain,  aftermarket sales) and the Business Unit Moto to the Chief Commercial Officer Consumer, Roberto Righi, in support of the ‘Consumer Centric Approach’;

- the General Management Operations will be superseded from January 1, 2017. Gregorio Borgo, who has announced his decision to leave the company to pursue a new important professional path, will remain with the company until December 31, 2016 to support the  Ceo, Marco Tronchetti Provera, with the implementation of the new organizational model;

- the nomination of Paolo Dal Pino, currently Ceo of the Latin America region, as Chief Executive Officer of Pirelli Industrial;

- attribution of responsibility for Human Resources Management given to Gustavo Bracco with the role of Chief Human Resources Officer.

The Company extends to Gregorio Borgo its appreciation for the important contribution made to the growth of Pirelli through his 24 years of service.

On the basis of these assumptions, the Board shared the desire to accelerate the course to the company’s listing, immediately launching all the necessary actions. It is foreseen that the preliminary phases for the preparation of the IPO (Initial Public Offering) can be completed during the first half of 2017, with the objective of proceeding, in accordance with the best opportunities offered by the market, with the launch of the IPO by the first half of 2018 on the Milan stock exchange or, however, on one of the leading stocks exchanges at the international level.

Among the elements underpinning the success of the listing, the Board identified:

- the alignment of governance to international best practice, through a Board of Directors and board committees composed of a suitable number of independent directors;

- a shareholder structure that, although beginning with a concentrated shareholder structure, which emerged during the Public Tender Offer, foresees an evolution which ensures a suitable free-float level and one able to satisfy the expectations of international investors;

- a system of incentives that guarantees the alignment of the interests of management with those of all shareholders.

The Board further took note with favour of the decision of the board of Marco Polo International Italy (‘Marco Polo’), which also met today, to share and approve the course decided by Pirelli and the elements underpinning the success of its listing. The Board of Marco Polo confirmed its desire to accelerate the implementation of the shareholders’ agreements signed on March 22, 2015, which have as their basis the creation of value by Pirelli and its relisting.

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ONE PATENT PER YEAR HAS BEEN REGISTERED SINCE CORIMAV WAS FOUNDED IN 2001

One patent deposited every year, 44 student scholarships and 36 doctoral scholarships: all in the arena of research into advanced innovative materials. This is the end result of the CORIMAV partnership, created in 2001 as a joint venture between Pirelli and Milan Bicocca University, which was recently renewed at an event attended by Pirelli’s CEO Marco Tronchetti Provera, and the rector of the university, Cristina Messa.

The CORIMAV project was born 15 years ago with the objective of developing cutting-edge technologies using new materials, supporting research and development into eventual patent applications, and promoting training and career development opportunities for young researchers. Now, this exciting project opens up its next chapter.

Over the last few years, CORIMAV has evolved considerably, in the same way that the nature of research projects has constantly evolved and Pirelli itself has evolved significantly as a company.

The first phase of the CORIMAV programme provided scholarships aimed at three principal areas: nano-composite materials, energy transfer (superconductivity and distributed generation) and molecular modelling. These academic partnerships between Pirelli and the university anticipated a ground-breaking Italian government initiative three years ago designed to promote the creation of research doctorates in collaboration with industry.

Since 2005, CORIMAV has provided doctoral scholarships to broaden the range of research and put in place continuous and structured programmes. From 2010 onwards, the focus has been specifically angled towards tyres: a sector that is obviously at the heart of Pirelli and its strategy. As a result, the consortium has become a natural think-tank of knowledge and ideas from the university to Pirelli and vice versa.

One of CORIMAV’s greatest strengths is its ability to train highly-specialised engineers with specific skills, which can allow these people to become immediately employed in Pirelli’s research and development division.

So it’s no surprise that since the initiative started, around 20% of the scholarship recipients have gone on to be employed by Pirelli, and that the company has funded a full-time researcher tasked with co­ordinating the work of the CORIMAV scientists: a role that has been held by Barbara Di Credico since 2015. Specifically, the research activities funded by Pirelli target the study of inorganic materials that can be used in the vulcanisation of tyre compounds.

Among the recent success stories are Luciano Tadiello and Antonio Susanna. They are two researchers who have joined Pirelli’s research and development department and contributed to two patent deposits by CORIMAV, to do with new materials for tyres that consume less energy.

Research into new materials to produce increasingly ecological tyres has been the main focus of CORIMAV’s activities in recent years. This includes one of the most innovative projects from CORIMAV, which is also patent-protected: the use of lignin in the production of tyres with a low environmental impact. Lignin is a natural material that has intrinsic antioxidant properties, which when altered by appropriate chemical and physical means, can benefit the mechanical performance of a tyre and become a substitute for fossil-derived products (such as carbon black).

CORIMAV’s green philosophy is not just limited to the production phase and use of a tyre but also to the tyre at the end of its life. Researchers have discovered a process of bio-devulcanisation in which bacteria and other biological agents are used to treat tyres at the end of their life. Thanks to recent research, it has been possible to isolate bacteria with the capacity to remove sulphur-carbon bonds, which can be used to treat tyre constituents at the end of their life with a view to subsequent recycling.

Enrico Albizzati has been the director of CORIMAV since it was created. At the time he was in charge of Pirelli’s materials innovation department, and currently he is the company’s scientific advisor.

CORIMAV is a concrete example of the excellence of the newly created Bicocca District within the university: a centre that unites research, culture, and industry. The consortium currently funds three doctoral scholarships per year in material nanotechnology and research. It also organises courses in management and intellectual property for other science students, as well as courses on specific aspects of science, delivered by Pirelli employees. This is yet another way of fostering increasingly integrated collaboration between the worlds of academia and industry.

The university is very close to Pirelli physically, to the point that there used to be a bridge linking Pirelli’s main building to the one that will now house part of Milan Bicocca University. These days, the bridge is formed of ideas, knowledge and innovation that will form a vital link to the future.

Cristina Messa, the rector of Milan Bicocca University, said: “With the renewal of the CORIMAV consortium, we’re underlining the commitment both from ourselves and Pirelli to invest in research and development of new materials. For 15 years now, CORIMAV’s activities have allowed us to carry out sophisticated industrial research projects and activate advanced levels of professional training, such as the industrial doctorate. This close collaboration, with CORIMAV at its very heart, forms an integral part of a wider strategy to showcase the knowledge and innovation that Milan Bicocca University and Pirelli, together with other partners, are pioneering thanks to the Bicocca District project: a brand new network of academic institutions and companies working together to exchange know-how and opportunities, as well as improving services and enriching professional development.”

Marco Tronchetti Provera, Pirelli’s vice chairman and CEO, commented: “The experience of the partnership between Pirelli and Milan Bicocca University has underlined how companies and academic institutions can together trigger initiatives that promote both professional and economic growth. We are collaborating with a number of different departments within the university that represent excellence at international level, and which help us to turn our most innovative projects into reality, as well as improving our product.”

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Pirelli is celebrating ten years of its industrial presence in Romania and announcing further investment of around 200 million euro through 2021 at the Slatina production hub, underlining its strategic importance to the Group’s activities. By that year, the Italian tyre maker’s investment will have reached a total of around 740 million, creating around 500 new jobs and bringing annual production capacity up to 15 million units, from the present 10 million.

The ten year anniversary was marked by a visit to the Pirelli plant by Romanian Prime Minister Dacian Cioloș. He was accompanied by Finance Minister Anca Dana Dragu and Minister for Labor Dragos Pîslaru. Pirelli was represented by its Executive Vice Chairman and CEO Marco Tronchetti Provera and the CEO of Pirelli Tyres Romania Giuliano Menassi who is also the Group’s head of Research and Development.

The additional investments planned from now to the end of 2021 will allow a further improvement of Pirelli’s industrial competitiveness at the European level. Overall, the factory’s floor space, which since its inception has had the most advanced technologies for the production of car tyres for the Premium segment primarily destined to the markets of Eastern Europe, will be extended to 260,000 square metres from the present 210,000. The enhancement plan also involves the production area in Slatina dedicated to motorsport, which includes a F1 production unit which serves as a back-up for the main Pirelli F1 plant in Turkey.

Prime Minister Dacian Ciolos said: “For me, as the Prime Minister of Romania, this is a very important investment especially because it creates jobs and highly qualified work force. Pirelli also has a few hundred local suppliers, Romanian companies that are further developing together with Pirelli. In the near future, it is important to attract foreign direct investments, but also to anchor them in Romania so that they bring new investment in R&D and innovation in order to create opportunities for local communities and partners”.

Mr. Tronchetti Provera said: “Over this decade, Pirelli has never stopped growing. This is not only because of the strategic location of the Slatina plant, which for Pirelli represents a key logistics and commercial hub for all of Eastern Europe, but also because of the ability to attract and support international investments demonstrated by the country’s institutions which sees Italy as its second commercial partner and one of the most important in terms of investments”.

Pirelli committed to the local community

The Pirelli Group entered Romania in 2004 when it established the company “Pirelli Tyres Romania”. Building of the green field tyre factory began in 2005 and the tyres were manufactured in 2006. As well as its industrial presence in the country, Pirelli is involved in a number of research projects with the Universities of Bucharest and Craiova and committed to many social and cultural activities. These include a project for the dissemination of Italian culture in Slatina and, in collaboration with leading Italian soccer club Inter Milan, the Intercampus project dedicated the children of the city, as well as the partnership between Milan’s Niguarda Hospital and that of Slatina.

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Below is the list of candidates:

1. Diego Della Valle
2. Marco Tronchetti Provera
3. Carlo Cimbri
4. Veronica Gava
5. Augusto Santoro
6. Bruno Guida
7. Valeria Leone
8. Nella Ciuccarelli
9. Roberto Burini

Please note that in order to submit the list of candidates to the Board of Directors the abovementioned shareholders of RCS MediaGroup S.p.A. have executed a shareholders’ agreement which will be disclosed in accordance with the terms and conditions set out by the applicable laws.

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NAMES OF THE STARS OF THE NEW EDITION OF THE CAL UNVEILED NEXT WEEK

A new website dedicated to the Pirelli Calendar to get to know its history and, above all, to discover the various creative phases of the next edition. Online from today, www.pirellicalendar.com, the renewed digital platform that, through films, photographs and a variety of exclusive interviews, allows visitors to delve into the over 50 year history of The Cal^TM, and to experience the  backstage of the new  Calendar and follow step by step, together with its author  Peter Lindbergh, the birth of the 2017 edition which will be unveiled at the end of November.

A first interview with the great German photographer, images of the locations of the next Calendar and a video “captured” behind the scenes are just some of the exclusives that are available from today and which will be enriched over the coming weeks. Next week, in fact, the names of the stars of the new edition of the Cal and the first backstage shots will be revealed.

The new section Behind The Scenes: Making of The Cal, in particular, will accompany the reader over the coming months alongside the working team of the Pirelli, enabling them to witness the artistic process of a great photographer.

Not only. The website’s Icons section - dedicated to dialogue with the most illustrious representatives of the worlds of art, culture, entertainment, fashion, sport and music  – from today is enriched with an exclusive interview with Andrea Bocelli which follows those already done Roberto Bolle, Candice Huffine, Tommy Hilfiger, Marc Newson and Serena Williams.

The stories, curiosities and initiatives pertaining to the Calendar and linked to the world of art, like exhibitions or presentations at the international level, are at the center of the Stories section.

The 43 editions of the Calendar, in conclusion, are revealed in depth through the Time Machine area, where images and condensed “backstage” videos are presented by decade, a virtual journey through the evolution of aesthetics and customs also through comments which contextualize the periods from the historical and political point of view

The www.pirellicalendar.com website accompanies the www.pirelli.com project which since its launch, 9 months ago, has registered over one million visits for stories that daily tell the story of the company with content that ranges from products to culture, business to sustainable management, the Pirelli Calendar to Motorsport.

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The Shareholders intend to support and accelerate the restructuring process positively commenced by the current management and create a multimedia publishing group of international standing, starting from the existing business platform.

Particular emphasis will be placed on the world of sport events and expansion of the digital offer both through external growth and through the further enhancement of well established RCS newspapers in the European sport information landscape such as Marca and Gazzetta dello Sport.

Corriere della Sera, for 140 years a leader in Italian and European information, will be the newspaper on which the resources of the news business will concentrate. The process of digitalization of the products offered by the newspaper will also be accelerated.

In order to implement the project, the RCS Shareholders agreed to contribute their shares, together accounting for 22.6% of the share capital of RCS, into a newly incorporated company (“NewCo”) that will launch a voluntary tender offer on the remaining 77.4% at a price of € 0.70 per share. The price, to be paid in cash, includes a premium of 68.4% on the market price of April 7, 2016, the date prior to the announcement of the voluntary exchange offer (OPS) launched by Cairo Communication S.p.A., and of 17.0% on the closing market price of Friday 13 May 2016.

NewCo will have no financial debt and will cover the payment of the tender offer through equity made available by Investindustrial and the RCS Shareholders. At completion of the transaction, Investindustrial and the RCS Shareholders will own respectively 45% and 55% of NewCo, this latter stake equally split among RCS Shareholders, i.e. 13.75% each.

The Shareholders intend to accelerate the growth and development of RCS and they have already committed to provide NewCo with additional financial resources to subscribe its quota of potential capital increases of RCS, up to a maximum of € 150 million, in order to allow the creation of one of the leading international multimedia groups.

Mediobanca S.p.A. acts as financial advisor to the transaction.

16 May 2016

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-      Significant price/mix growth: +6.1% thanks to price increases and better sales’ mix

-      Efficiencies of 30.5 million euro (21.1 million euro in Q1 2015), in rapid progress compared with the 4-year 2014-2017 plan for 350 million euro

-      Operating result (Ebit before non-recurring and restructuring charges) increasing to 215.5 million euro (+4.2% compared with Q1 2015 on like-for-like basis)

-      Continuing improvement of Consumer business profitability, at 17.1%

-      Increased profitability in the Apac, Nafta and Europa areas

-      Industrial Business impacted by persistent weakness of South America

The Board of Directors of Pirelli & C. SpA met today and approved the group’s results for the three months which ended on March 31, 2016. It should be noted that Pirelli de Venezuela C.A. was deconsolidated at the end of 2015: the operating results for 2015, for the purposes of comparison, are presented applying the same perimeter of first quarter 2016. The following are the main elements which characterized the quarter:

-       Revenues were 1,436.0 million euro, with organic growth (applying the same perimeter and net of the forex effect of negative 9.3%) of 5.1%, thanks to the significant improvement of the price/mix component (+6.1%) as a result of price increases in emerging markets, greater sales in the Replacement channels and the diverse geographic and product mix. This performance more than offset the slight reduction in volumes (-0.8%, mainly in emerging markets and the Industrial business) and reduction of sales of other activities (-0.2%).

-       Further reinforcement of Premium, with volume growth of 11.7%, above the global premium market trend (+10%) and organic revenue growth of 10.5% to 781.9 million euro. Premium accounted for 67.1% of Consumer revenues, a decided (?) increase from 61.2% in the same period of 2015 (with the same perimeter).

-       Ebitda before non-recurring and restructuring charges was 290 million euro, an increase of 2.5%  compared with 282.9 million euro in the same period of 2015 with the same perimeter, with an Ebitda margin of 20.2%, an increase from 18.9% in the same period of 2015 with the same perimeter;

-       Ebit before non-recurring and restructuring charges was 215.5 million euro, an increase of 4.2% compared with 206.9 million euro in the first quarter of 2015 with the same perimeter, with an Ebit margin increasing to 15% (13.8% in the first quarter of 2015 with the same perimeter). This result benefits from, among other things, the achievement of 30.5 million euro in efficiencies (21.1 million euro in the first quarter of 2015), which is the implementation of the 4-year 2014-2017 plan of 350 million euro;

-       At the geographic level, profitability improved in Europe, Apac and Nafta thanks to significant growth in the Premium segment.

***

The result from participations was negative 42.5 million euro mainly attributable to the impact deriving from devaluations and value adjustments of affiliates Fenice S.r.l. and Prelios S.p.a., as well as Rcs.

The total net result was 40.4 million euro (84.6 million euro in the same period of 2015) and reflects, as well as the negative impact of the result of participations, the 30.6 million euro increase in net financial charges, mainly due to the early repayment of the US Private Placement bond loan.

The net cash flow from operations improved, passing from -688.9 million euro in the first quarter of 2015 to – 499.9 million euro in the first quarter of 2016, thanks to the management of working capital.

Investments totaled 74 million euro (85.6 million euro in first quarter 2015), mainly earmarked for increased Premium capacity in Europe, Nafta and China, as well as improvements in mix.

The total net cash flow was negative 704.6 million euro, an improvement compared with -753.3 million euro in the first quarter of 2015, when the entry included a positive impact of 24.4 million euro deriving from a payment trance from the disposal of the steelcord activities.

The net financial position was negative 1,903.7 million euro, compared with 1,946.6 million euro in the same period of 2015 with the same perimeter and 1,199.1 million euro on December 31, 2015.

Employees on March 31, 2016 numbered 35,899 (37,527 in the first quarter of 2015 and 36,753 at the end of December 2015)

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AVERAGE TRAINING 8.3 DAYS PER EMPLOYEE, BEYOND PLANNED GOALS

FONDAZIONE PIRELLI PRESENTS A JOURNEY THROUGH THE EVOLUTION OF SUSTAINABLE MANAGEMENT

Growth of revenues from Green Performance products, reduction of specific water drawing, increased rate of waste recovery, training days per employee beyond the targets of the industrial plan, new partnership with strategic suppliers for natural rubber, in support of producers of natural rubber and safeguarding bio-diversity. These are the main results of Pirelli’s Sustainability Strategy, broken down through the company’s various profiles: economic, environmental and social. Since 2009, the base year for the mid-to-long term sustainability goals that Pirelli set for itself, significant progress has been achieved in the development and realization of Green Performance products as part of the ever greater attention to the containment of environmental impacts deriving for the entire life cycle of the tyre, is the dissemination of a culture of safety and the support of employees and the outside communities in which the company operates.

In 2015, in particular, almost half (48% compared with 46% registered in 2014) of Pirelli’s tyre revenues came from Green Performance products, almost double the 2009 level when it was equal to 25% and above the target in the 2013-2017 sustainability plan which aimed at reaching the value only at the end of 2017. These results are the fruit of intense Research & Development Activities at Pirelli’s laboratories, aimed at the development of ever more advanced tyres at both the technological and performance levels, but at the same time able to ensure better environmental performances such as reduction of rolling resistance and noise, lower weight and greater endurance. The investments in Research & Development amount annually to over 3% of total revenues, one of the highest levels in the sector, and in 2015 they totaled about 215 million euro (3.4% of total revenues) an increase from 205.5 million euro in 2014 and 133 million euro in 2009.

Among the most significant results of the company’s commitment to the safeguarding and protection of the environment is the reduction of water drawing: in 2015, in particular, Pirelli registered absolute water drawing slightly above 11 million cubic metres, with a reduction of specific drawing of 3% compared with 2014 and 42% compared with 2009. Thanks to the effort of all production sites worldwide, from 2009 to today the water savings have totaled 30 million cubic metres: a quantity only slightly lower that the Pirelli’s group’s absolute drawing over three years. Over the course of the year, further, the rate of waste recovery rose to 91%, with an increase of 1% compared with the prior year and of 18% compared with 2009.

With 20 factories worldwide, employing around 37,000 people, Pirelli has a long tradition of initiatives in favour of internal communities and the local communities where it operates. Among the former, personnel training occupies an important place, and 2015 saw an increase in the average number of training days per person to 8.3, compared with 8.2 days in 2014 and 7.2 days in 2013. A figure, which for the third consecutive year, exceeds the 7 day per person target indicated in the 2015 industrial plan.

Commitment to training has contributed to a 6% improvement in the index measuring the frequency of accidents in 2015, which brings the improvement since 2009 to 73%. Overall, in the three year period 2013-2015 the company’s investment in health and safety has exceeded 40 million euro, of which over 25% was invested in 2015.

Interventions in favour of the communities where Pirelli operates, in conclusion, increased further, last year reaching 7.6 million euro compared with 6.1 million euro in 2014.

To disseminate the culture of sustainability, the Fondazione Pirelli – born in 2009 to promote awareness of the group’s cultural, historic and document heritage – is presenting an exhibit-journey through the evolution of sustainable management. As well, documents from the historic archives, recount the company’s history of sustainability: from the display of elements that constitute a tyre’s “rubber’s soul”, to historic photos underlining activities in favour of the environment and local farmer communities.

Targets of the sustainability plan and vision to 2020

Pirelli’s Sustainability Plan completes and supports the group’s industrial plan for 2013-2017 and provides a vision to 2020. Among the objectives already exceeded are the percentage of revenues from Green Performance products and training per employee. From now through 2020 it is estimated that the index of accident frequency, already reduced by 73% compared with 2009, results reduced by 90% thanks to ongoing investments in always safer machinery and courses in safety awareness for employees. At the environmental level, the following are expected – always comparing 2020 to 2009 levels – a reduction of 15% in CO₂ emissions, a fall in specific energy consumption of 18%, a decline of 58% in specific water drawing and a rate of waste recovery above 95%. Further strengthening of the sustainable management system for the supply chain, which looks at economic, social and environmental sustainability criteria fully integrated into the processes of selection, collaboration and evaluation of Pirelli’s partners around the world, with great attention to the sustainability of the natural rubber chain.

Key awards

Pirelli has always been at the top of the main sustainability indices and has received numerous awards. In April 2015 and for the second consecutive year, the company won the “J.D. Power Original Equipment Award” in the Performance Sport category, while in June it received Ford’s “Green Pillar Award”. In July CNH Industrial gave Pirelli its “2015 Supplier of the Year Award” for its biomass power plant in Brazil and collaboration with the natural rubber producer Kirana Megatara. In November, Pirelli received Volvo’s “Quality Through Excellence Award” for its plant in Yangzhou, China, while in December Pirelli’s plant in Voronezh, Russia, received the “Ford Q1 award”. In April 2016, Pirelli received the “Reputation Award 2016”, attaining third place in the annual classification calculated by the Reputation Institute which measures consumer confidence in the company. Pirelli obtained 81.5 points, calculated according to seven different parameters, almost half of which (42.5%) regard sustainability factors.

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Please note that the consideration to be paid to the holders of special shares subject to Redemption, determined pursuant to the By-Laws and to art. 2437-ter, 2 paragraph, of the Italian Civil Code, is equal to Euro 14.95 (fourteen Euro and ninety five cents) for each special share being redeemed (the “Redemption Consideration”).

Pirelli has deposited a sum of Euro 5,448,527.50, corresponding to the total consideration of the Redemption Right, on a bank account held by the Company with Intesa Sanpaolo S.p.A. and has given instructions to the bank to allocate the aforementioned amount exclusively to the payment of the consideration due to the shareholders holding the special shares subject to Redemption.

On the Redemption Date, the special shares subject to Redemption shall be transferred to the Company, with regular enjoyment of all rights pertaining thereto.

The holders of dematerialized special shares to be redeemed will receive the payment of the relevant Redemption Consideration through their respective intermediaries belonging to the centralised management system of Monte Titoli S.p.A (the “Intermediaries”), without further cost or expenses. On the Redemption Date, once the relevant amounts are transferred to the Intermediaries with whom the special shares to be redeemed are deposited, the obligation to pay the Redemption Consideration will be deemed fulfilled by the Company. The Intermediaries shall be responsible for timely crediting the relevant amounts to the beneficiaries.

Any holders of special shares to be redeemed that have not yet been dematerialized should request the payment of the Redemption Consideration upon surrender of the relevant share certificates at the registered office of the Company in Milan, (20126 – Italy), Viale Piero e Alberto Pirelli n. 25. It should be noted that the Redemption Right will be exercised on all special shares to be redeemed and, thus, regardless of any request of payment of the abovementioned Redemption Consideration, as of the Redemption Date all special shares to be redeemed (either dematerialized or that have not yet been dematerialized) shall be transferred to Pirelli & C. S.p.A., with subsequent entry in the shareholders’ register.

This notice is also published on the Pirelli website www.pirelli.com

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• PIRELLI TO INVEST A FURTHER 200 MILLION DOLLARS IN MEXICO OVER NEXT 3 YEARS, INVESTMENT SINCE 2012 RISES TO OVER 600 MILLION DOLLARS

• NEW INVESTMENT WILL CREATE 400 ADDITIONAL JOBS

• PRODUCTION CAPACITY WILL INCREASE TO AROUND 7.5 MILLION TIRES ANNUALLY

Pirelli to strengthen its position in Mexico by investing an additional 200 million dollars in a new factory, in addition to the existing car tire plant in Silao. The announcement – which comes four years after the inauguration of the Pirelli factory within the Silao “Puerto Interior” industrial hub, in Guanajuato state – was made on the occasion of Italian Prime Minister Matteo Renzi’s visit to the President of Mexico Enrique Pena Nieto, during celebrations at the Palacio Nacional, the presidential headquarters in Mexico City.

The new 200 million dollar investment will begin in 2016 and will be in addition to the 360 million dollars invested to date and the 50 million already earmarked for the 2016-2017. At the end of 2018, Pirelli’s total investment in the two plants in Silao will be above 600 million dollars.

The new plant, where production is scheduled to begin in 2017, will from the beginning employ the group’s most advanced technologies and processes. The Silao plant, built in 2012, has been focused from the start on the Premium segment, with production centered on High Performance and Ultra High Performance tires for cars and SUVs, for the local and all Nafta area markets.

Pirelli’s production hub in Silao, which covers 140,000 square meters, with an annual output at the end of 2015 of around 3 million tires, will boast an annual production capacity of five million pieces at the conclusion of the initial phases of investment. Thanks to the new 200 million dollar investment, which will permit the production of about 2.5 million tires, Silao’s total production capacity will reach 7.5 million pieces by the end of 2018. Further, with this additional investment the workforce, which today stands at 1,400 employees, is forecast to grow to over 1,800, beyond the already existing 400 ancillary workers. The hub is distinguished by its high standards in terms of processes and products, as well as its environmental sustainability and technical training, destined also for the other automotive facilities present in the Guanajuato area thanks to the support provided by the Instituto Piero Pirelli.

The new investment confirms the importance of Mexico among Pirelli’s international operations, also thanks to its strategic position which has made it in recent years the ideal base to significantly develop Pirelli’s presence in the Nafta area, a market which has been confirmed as one of the most promising for the success of the Premium strategy. In 2015, Premium sales in the region grew by 24.3% and accounted for 90% of the total at the local level. Overall, last year the area registered sales of 861 million euro, an increase of 21.7% (+4.1% net of forex effects) and representing 13.7% of total group sales, up from 11.8% the prior year, levels above the forecasts contained in Pirelli 2013-2017 industrial plan.

In Nafta area the Mexican plant supports the production hub Pirelli has had since 2002 in the USA in Rome, Georgia. Pirelli aims to strengthen its collaboration with its main original equipment partners, to support the launch of new lines especially developed for clients in the area – like the Cinturato P7 All Season Plus, the Scorpion Verde All Season Plus and the Pzero All Season Plus – and to increase the weight of sales in the Replacement channel also thanks to the expansion of the FasTrack network, the growth of retail and geomarketing, capable of optimizing the management of customer inventories.

Pirelli

Founded in 1872, Pirelli is one of the world’s major tire operators in terms of sales. With a commercial presence in more than 160 countries, the group counts 20 production sites in the world and employs about 37,000 people. Pirelli is also a leader in the production of high and very high end tires, thanks to its commitment to R & D, an area in which is annually invests about 3% of revenues, one of the highest levels in the tire sector, with the goal of constant improvement of performance and safety and the containment of environmental impact. Present in sporting competitions since 1907, Pirelli is the exclusive supplier for the World Superbike championship and many prestigious single marque championships, but above all of the Formula 1 championship for which it has been the sole supplier since 2011.

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Upon completion of the Offer in Option, rights of option and pre-emption have been validly exercised on all the Shares Subject to Withdrawal.

The Shares Subject to Withdrawal will be liquidated to the beneficiaries on April 21, 2016, through payment of the due consideration to the withdrawing shareholders (to be completed by the respective intermediaries belonging to the centralised management system of Monte Titoli S.p.A.), for an amount of Euro 14.978 for each Share Subject to Withdrawal and simultaneous transfer of ownership of such shares to the requesting shareholders,  through their respective depositary intermediaries.

This notice is also published on the Pirelli website www.pirelli.com

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Notice is hereby given that the shareholder Marco Polo Industrial Holding S.p.A. has duly exercised in full the rights of option and pre-emption pertaining to it under the Offer in Option. Consequently, the shareholder Marco Polo Industrial Holding S.p.A. will own, directly or indirectly, more than 95% of the share capital represented by special shares, and therefore the requirements under art. 8.4 of Pirelli’s By-Laws for the exercise by the Company of the right of redemption of the special shares owned by each shareholder holding less than 2% in the share capital represented by such special shares will be met (the “Redemption Right” or the “Redemption”).

By this notice to the shareholders holding the special shares, published pursuant to and for the purposes of art. 8.5 of the Company’s By-Laws, Pirelli declares the exercise of the Redemption Right.

It should be noted that the Redemption Right will be exercised by the Company for a consideration, determined pursuant to the By-Laws and to art. 2437-ter, paragraph 2, of the Italian Civil Code, equal to Euro 14.95 (fourteen comma ninety five) for each special share being redeemed (the “Redemption Consideration”).

The Company will execute the Redemption as soon as technically possible, tentatively within April 29, 2016, immediately after the conclusion of the pending procedure of Offer in Option, upon the Pirelli’s ordinary shareholders’ meeting having authorized the purchase of the shares to be redeemed in accordance with art. 2357 of the Italian civil code. In any case, the execution date of the Redemption (the “Redemption Date”) will be communicated by a notice that will be published on the Company’s website www.pirelli.com.

At the Redemption Date, the special shares to be redeemed shall be transferred to the Company, with regular enjoyment of all rights pertaining thereto.

The holders of dematerialized special shares to be redeemed will receive the payment of the relevant Redemption Consideration through their respective intermediaries belonging to the centralised management system of Monte Titoli S.p.A (the “Intermediaries”), without further cost or expenses. On the Redemption Date, once the relevant amounts are transferred to the Intermediaries with whom the special shares to be redeemed are deposited, the obligation to pay the Redemption Consideration will be deemed fulfilled by the Company. The Intermediaries shall be responsible for timely crediting the relevant amounts to the beneficiaries.

Any holders of special shares to be redeemed that have not yet been dematerialized should request the payment of the Redemption Consideration upon surrender of the relevant share certificates at the registered office of the Company in Milan, (20126 – Italy), Viale Piero e Alberto Pirelli n. 25. It should be noted that the Redemption Right will be exercised on all special shares to be redeemed and, thus, regardless of any request of payment of the abovementioned Redemption Consideration, as of the Redemption Date all special shares to be redeemed (either dematerialized or that have not yet been dematerialized) shall be transferred to Pirelli & C. S.p.A., with subsequent entry in the shareholders’ register.

This redemption notice is published on the Pirelli website www.pirelli.com

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According to the notices received by the Company, it results that the withdrawal right has been duly exercised in relation to No. 460,277 savings shares (currently special shares, after the mandatory conversion), for an aggregated liquidation value of Euro 6,894,028.91

The above mentioned shares for which the withdrawal right has been exercised are offered in option and for pre-emption to all shareholders of Pirelli & C., pursuant to Article 2437-quarter, paragraphs 1, 2 and 3, of the Italian Civil Code, at the terms and according to the modalities described in the notice filed today with the Companies’ Register of Milan and attached hereto.

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-      Premium performance above expectations, revenues equal to 60% of Consumer business

-      Strong price/mix growth:  +7.1% thanks to price increases and better sales mix

-      Operating result (Ebit before non-recurring and restructuring charges): +5.7% at 918.5 million euro

-      Consumer business profitability markedly improved, at 16.2% in  2015

-      Apac and Nafta areas with greatest revenue and profitability growth

-      Venezuelan unit deconsolidated

-      Board renewed, Ren Jianxin confirmed as Chairman and Marco Tronchetti Provera as CEO and Executive Vice Chairman

The Board of Directors of Pirelli & C. SpA, today reviewed and approved the group’s results for the year ended on December 31st, 2015. Pirelli’s 2015 operating performance was in line with targets and characterized by:

-       Revenue growth of 4.8% to 6,309.6 million euro, above the 2015 target of “over 6.25 billion” euro, thanks to the great improvement in the price/mix component (+7.1% compared a target of  “equal to or above” +5.5%) as a consequence of price increases, greater sales in the Replacement channel, diverse geographic and product mixes. This performance more than offsets the decline in volumes (-1.6%, mainly in emerging markets and the Industrial business) and forex volatility (-0.6%);

-       Premium segment performance above all forecasts, with an increase in volumes of +12.7% (target “equal to or above” +10%) and grew as a percentage of Consumer revenues to 60% from 55% at the end of 2014;

-       Ebitda before non-recurring and restructuring charges grew 6.4% to 1,242.7 million euro (1,168.0 million euro in the same period of 2014);

-       Ebit before non-recurring restructuring charges grew by 5.7% to 918.5 million euro (2015 target 925 million euro, 869.2 million euro in 2014), with a margin of 14.6% (14.4% in 2014). This result benefits from the achievement of efficiencies of 94.4 million euro in implementation of the 350 million euro 4-year 2014-2017 plan (92 million euro of efficiencies in 2014);

-       At the geographic level, Apac is confirmed as the area of greatest growth both in terms of revenue and profitability (revenues +26.4% and Ebit margin above 20%), followed by the Nafta (revenues + 21.7%, Ebit in the low twenties);

-       Research and development expenses totaled 214.4 million euro, equal to 3.4% of total sales, of which 176.5 million euro for activities linked to Premium products, approximately 6% of segment sales;

-       Significant progress towards the Group’s sustainability targets. In 2015, Green Performance tyres accounted for 48% of Tyre sales.

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LAST DAY OF LISTING OF THE SAVINGS SHARES WILL BE 25 FEBRUARY 2016

WITHDRAWAL RIGHT MAY BE EXERCISED BY THOSE ENTITLED WITHIN 5 MARCH 2016

***

Milan, 19 February 2016 – Notice is hereby given that the resolutions of the meeting of the ordinary shareholders of Pirelli & C. S.p.A. (“Pirelli” or the “Company”) and of the special assembly of savings shareholders of Pirelli (the “Special Assembly”), held on 15 February 2016, that approved (as far as it pertains to them), inter alia, (i) the mandatory conversion of savings shares into a special class of newly issued (delisted) non-voting shares (the “Mandatory Conversion”) and (ii) the adoption of a new By-Laws of Pirelli (the “New By-Laws”), have been registered with the Companies’ Register of Milan today 19 February 2016 (the “Date of Registration”).

The minutes of such meetings will be made available to the public within the date hereof at the registered office of the Company and on the Company’s web site (www.pirelli.com), as well as on the mechanism for the central storage of regulated information denominated “NIS–Storage” (www.emarketstorage.com).

***

Notice is hereby given that the Mandatory Conversion of the outstanding savings shares of Pirelli (ISIN code: IT0004623333 and IT0004623341) into a special class of newly issued non-voting (delisted) shares and with no par value (ISIN code: IT0005163370; the “Special Shares”), based on the exchange ratio of No. 1 Special Share for each No. 1 savings share, without cash adjustment, will take place on 26 February 2016.

Therefore the last trading day of the savings shares of Pirelli on the Electronic Stock Market organized and managed by Borsa Italiana S.p.A. will be Thursday 25 February 2016.

It should be noted that the Special Shares will not be traded on any regulated market.

The Mandatory Conversion will be carried out by Monte Titoli S.p.A., which will instruct the intermediaries, belonging to the centralised management system, with which the savings shares of Pirelli are deposited. All the operations aimed to the completion of the Mandatory Conversion will be implemented by the abovementioned intermediaries and Monte Titoli S.p.A., and no charge will be made payable by the savings shareholders.

The savings shares still represented by certificates may be only converted (with consequent allocation of Special Shares to the related holders) upon delivery of such certificates to an authorized intermediary for deposit with the central securities depository system to be then converted in a dematerialized form.

The intermediaries that hold in account the savings shares of each shareholder, will allocate to each shareholder a number of Special Shares according to the abovementioned exchange ratio.

It is also noted that, in accordance with the New By-Laws, the transfer of Special Shares (that will be registered shares and not anymore bearer shares) to other shareholders or third parties will be subject to the potential exercise of the pre-emption right by each of the other holders of Special Shares (as well as, in case of failure to exercise the pre-emption, to the potential purchase by the Company, that will also be entitled to redeem the Special Shares if the conditions provided under the New By-Laws are met).

Any holder of Special Shares which desires to receive communications and notices due in accordance with the laws and the New By-Laws must promptly communicate, through the intermediaries with which the Special Shares are deposited, its domicile to the Company.

***

Since the resolution of the Mandatory Conversion entails the delisting of the savings shares of Pirelli, and considering the New By-Laws, the savings shareholders who did not concur in the Special Assembly to the approval of the Mandatory Conversion and the New By-Laws are entitled to exercise the withdrawal right pursuant to Articles 2437-quinquies and 2437 of the Italian Civil Code (the “Withdrawal Right”).

It should be noted that, pursuant to Article 127-bis, paragraph 2, of the Italian Legislative Decree No. 58/1998, it shall be deemed included among those who did not concur to the approval of the resolutions (and, therefore, entitled to exercise the Withdrawal Right), any person on whose behalf savings shares of Pirelli have been registered after 4 February 2016 (therefore, after the date indicated in Article 83-sexies, paragraph 2, of the Italian Legislative Decree No. 58/1998 with respect to the legitimate attendance of the Special Assembly), but prior to the opening of the Special Assembly (held on 15 February 2016).

It is noted that the liquidation price that will be paid for each shares in relation to which the Withdrawal Right is lawfully exercised, determined with reference to the criteria set forth under Article 2437-ter, paragraph 3, of the Italian Civil Code, is equal to EUR 14.978 per share (the “Liquidation Price”).

The entitled persons may exercise the Withdrawal Right, for all or part of shares held, via registered letter (the “Notice of Withdrawal”), that must be sent to the registered office of the Company within 15 calendar days from the Date of Registration (and therefore within 5 March 2016).

The Notice of Withdrawal shall be sent via registered mail to the following address: “Pirelli & C. S.p.A., Segreteria Societaria – Operazione recesso, Viale Piero e Alberto Pirelli, n. 25, 20126 – Milano (Italia)”. In order to complete the procedure properly, it is recommended to send advance notice of the Notice of Withdrawal either by registered e-mail (to the address: assemblea@pec.pirelli.it) or by fax to the number +39 02 6442 4426, without prejudice to the requirement, in accordance with applicable laws, to send the Notice of Withdrawal by registered letter as well, as specified above.

The Notice of Withdrawal must contain the following information: (i) personal details, tax code, address (and, if possible, a telephone number) of the withdrawing shareholders to which any communication regarding the Withdrawal Right should be sent; (ii) the number of shares for which the Withdrawal Right is exercised; (iii) the details and coordinates of the bank account of the withdrawing shareholder to which the Liquidation Price of the shares shall be credited; and (iv) specification of the intermediary that holds in account the shares for which the Withdrawal Right is exercised, together with the related account details.

In addition to sending the Notice of Withdrawal, the withdrawing shareholder must request the intermediary that holds in account the shares for which the Withdrawal Right is exercised, to send to the Company, in accordance with applicable laws, a communication certifying (i) the uninterrupted ownership by the withdrawing shareholder of the shares for which the Withdrawal Right is exercised, from the date of the Special Assembly until the date the Withdrawal Right is exercised; and (ii) the absence of pledges or other encumbrances on the shares for which the Withdrawal Right is exercised (if this is not the case, the withdrawing shareholder must send to the Company, as a condition for the acceptability of the Notice of Withdrawal, a declaration by the relevant pledgee, or by the person in favor of which the encumbrance is granted, according to which such person irrevocably grants its consent to the liquidation of the shares in relation to which the withdrawal is exercised in accordance with the instructions given by the withdrawing shareholder).

Any Notice of Withdrawal sent after 5 March 2016 or without the required information or without the required communication from the intermediary will not have effect and will be rejected.

Further information about the exercise of the Withdrawal Right are available on the website of the Company www.pirelli.com.

It is noted that the shares for which the Withdrawal Right is exercised cannot be sold or be subject of acts of disposal by the withdrawing shareholder.

In the event one or more shareholders exercise the Withdrawal Right, the liquidation process, to be carried out in accordance with Article 2437-quarter of the Italian Civil Code, provides that the directors of the Company will offer under option the shares for which the Withdrawal Right is exercised to the current savings shareholders who did not exercise the Withdrawal Right and to the ordinary shareholders; the terms of the offer under option will be communicated in accordance with applicable laws.

It is noted that the completion of the Mandatory Conversion will not affect the exercise of the Withdrawal Right that, therefore, may be exercised by the entitled persons within the terms, modalities and conditions described above, regardless of whether the savings shares for which the Withdrawal Right is exercised are in the meantime converted into Special Shares in execution of the Mandatory Conversion.

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The terms and conditions of the refinancing, including eventual guarantees, will be defined in light of market conditions and reference practices, also taking into account the rights incorporated in the Terms and Conditions in favour of the holders of the bond loan issued by Pirelli International plc and guaranteed by Pirelli Tyre Spa for a total of 600 million euro maturing in 2019 which, as announced to the market, will remain in place until its natural maturity.

The refinancing plan approved today leaves unchanged Pirelli’s option of activating, as an alternative, if opportune, the Mergeco Facility loan, already put at the disposal of the company by a pool of banks in the context of Marco Polo Industrial Holding’s acquisition offer for Pirelli.

The Board of Directors – following the confirmation of the board members coopted on September 2 and October 20, 2015, and approved yesterday by Shareholders – confirmed Ren Jianxin as Chairman of the Board of Directors and the governance structure decided on October 20, 2015, and announced to the market.

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