Composition

The Board of Directors consists of not less than seven and not more than 23 members, who serve for three years (unless a shorter period has been established by the time of appointment) and may be re-elected. The Board of Directors, at the date of this Report, is composed of 15 directors and was appointed on 12 June 2014 for three years expiring at the General Meeting convened to approve the accounts up to 31 December 2016.

The average age of the members in office is about 58 years with an average term in office of just under 3½ years.

At the Annual Shareholders' Meeting on 12 June 2014, were presented two lists: one by Camfin, which obtained 62.14% of the votes of the capital with voting rights represented at the meeting, and by a group of asset management companies and financial intermediaries4, who got 26.48% of the votes of the capital with voting rights represented at the meeting.

On 10 July 2014 and following changes to the entire Board of Directors from 12 June 2014, C. Sposito, R. Bruno, P. Alonzo E. Nitti, L. Gobbi, E. Parazzini - all drawn from the majority list -  resigned. The Board of Directors met again on 10 July 2014 and proceeded to co-opt D. Casimiro, I. Glasenberg, A. Kostin, P. Lazarev, The. Sechin and I. Soglaev to replace the directors who resigned. There was not at that time an Appointments and Successions Committee to assist the Board in replacing the independent directors who had resigned (P. Alonzo; L. Gobbi; E. Nitti), so the whole Board appointed 9 directors, a majority of whom were independent. The Board of Directors has determined, on the basis of available information and the statements made by the parties concerned, that the independence requirements have been met by I. Glasenberg and A. Kostin. The co-opted directors will demit at the next General Meeting.

Updated curricula vitae detailing the personal and professional characteristics of each Director are published on the Pirelli website.

The tables included in the end of this Report, shows the composition of the Board of Directors at the date of the Report and the changes during the year.

 4AcomeA SGR S.p.A., fund manager of AcomeA Italy; Anima SGR S.p.A., fund manager: Fondo Anima Geo Italia, Anima Star Italia Alto Potenziale e Fondo Anima Italia; APG Asset Management NV fund manager Stichting Depositary APG Developed Markets Equity Pool; Arca S.G.R. S.p.A., fund manager Arca BB and Arca Azioni Italia; Ersel Asset Management SGR S.p.A.. fund manager Fondersel PMI; Eurizon Capital S.G.R. S.p.A.. Fund Manager: Eurizon Azioni Area Euro and Eurizon Azioni Italia; Eurizon Capital SA, fund manager: Eurizon Easy Fund Equity Italy, Eurizon Investment SICAV Europe Equities, Eurizon Easy Fund Equity Europe LTE, Eurizon Easy Fund Equity Euro LTE, Eurizon Easy Fund Equity Consumer Discretionary LTE, Rossini Lux Fund - Azionario Euro e Eurizon Easy Fund Equity Italy LTE; FIL Investments International, fund manager Fidelity Funds - Italy Pool; Fideuram Investment S.G.R. S.p.A. fund manager Fideuram Italia; Fideuram Asset Management (Ireland) Limited fund manager: Fideuram Fund Equity Italy, Fideuram Fund Equity Europe and Fonditalia Equity Italy; Interfund Sicav fund manager Interfund Equity Italy; Generali Investments SICAV in the name and on behalf of the following shareholders: GIS Small & Mid Cap Equity and GIS Euro Equity Italy; Mediolanum Gestione Fondi SgrpA fund manager Mediolanum Flexible Italy; Mediolanum International Funds Limited - Challenge Funds; Pioneer Asset Management SA fund manager: Pioneer Funds - Italian Equity and Pioneer Investment Management SGRpA fund manager Pioneer Italia Azionario Crescita.