Sustainability Channel

SHAREHOLDERS’ MEETING CALLED FOR 12 JUNE 2014

Pirelli announces that today the ordinary Shareholders’ Meeting of Pirelli & C. S.p.A. was called for Thursday June 12, 2014, in sole call, to be held in Milano at Viale Sarca 214 at 10.30 am.

In addition to deliberating with regard to the financial results for the year 2013, the Shareholders’ Meeting will also address – through slate vote – the renewal of the Board of Directors, which is expiring as its mandated is ending, to set its duration, number of members and relative remuneration.

The Shareholders’ Meeting will also be asked to authorize the acquisition and disposition of Pirelli shares for a period of 18 months and up to 10% of capital. This is the renewal of a similar authorization decided upon on May 13, 2013 and which expires on November 13, 2014.

In conclusion, the Shareholders’ Meeting will also express itself through consultative vote on Policies regarding matters of remuneration, as well as approve, in relation to the part linked to Total Shareholder Return, the adoption of the 3-year incentive plan 2014-2016 LTI (Long Term Incentive) for the company’s management, already announced to the market on February 28, 2014 and correlated to targets in the 2013-2017 Industrial Plan.

The Directors’ report and the decisions regarding all orders of the day of the Shareholders’ Meeting, as well as the Information Document regarding the LTI plan are available to the public at the Company’s headquarters – in Milan at Viale Piero e Alberto Pirelli 25 – and at Borsa Italiana S.p.A., as well as being published on the Company’s website www.pirelli.com in the section dedicated to the Shareholders’ Meeting.

It should be noted, further, that the 2013 Annual Financial Report, together with the Audit Committee’s and external auditor’s reports, and the annual report on company Governance and the Sustainability Annual Report are already available to the public.

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EU COMMISSION’S DECISION RULES OUT PIRELLI’S PARTICIPATION IN THE ALLEGED CARTEL. PIRELLI INVOLVED ONLY WITH “PARENTAL LIABILITY” WITH RESPECT TO ITS FORMER SUBSIDIARY PRYSMIAN

PIRELLI WILL APPEAL THE DECISION
PIRELLI EXPECTS NO FINANCIAL IMPACT BECAUSE NOT INVOLVED IN ALLEGED WRONGDOING OF ITS FORMER SUBSIDIARY

The EU Commission’s decision confirms that Pirelli & C. S.p.A. did not participate in the alleged power cables’ cartel. The only link between Pirelli & C. S.p.A. and the purported antitrust violation is due to the so called “parental liability” principle, as Pirelli owned the share capital of Prysmian for part of the alleged cartel period.

Pirelli will appeal the EU Commission’s decision challenging the applicability to it of the “parental liability” principle. After having completed accurate legal analysis and supported by external legal opinion, Pirelli firmly believes that there are no grounds to charge it with “parental liability” and that, as it was not involved in the alleged wrongdoing of its former subsidiary, the ultimate full responsibility for the violation (and for the payment of the fine), if any, will lie only with the company directly involved in the alleged infringement.

For these reasons, Pirelli expects no financial impact from the EU Commission’s decision.
In 2009, the Commission opened an investigation alleging that manufacturers might have colluded in the market for underground and submarine power cables. The investigation concerned most of the sector’s worldwide key players among which Prysmian Cables and Systems, as well as their controlling companies, that – in the case of Prysmian – included Pirelli, which owned the share capital of the cables’ company from 1999 to 2005, and Goldman Sachs, to whom Pirelli sold the cable business in 2005.

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