Meetings

General Meetings are convened pursuant to the law and the Company Statutes with a notice (containing an indication of the day, time and place of the meeting and a list of items to be discussed) published on the Pirelli website. The notice is published, usually at least thirty days before the date set for the Meeting on first call, and in the case of meetings convened for the election of members of the administrative and control organs, at least forty days before the date of the Meeting.

The meeting notice contains among other things a description of the procedures that shareholders must comply with in order to participate and exercise their right to vote in the General Meeting as well as information on (i) the right to ask questions before the Meeting; (ii) the terms and conditions for exercising the right to supplement the agenda; (iii) the procedure for the exercise of proxy voting; (iv) identification (designated by the Company for the appointment of proxies and the terms and conditions for granting proxies). A General Meeting may not vote on matters that were not specified in the agenda.

Shareholders who, individually or collectively represent at least one-fortieth of the share capital may request, within ten days of publication of the meeting notice, (unless otherwise provided by law), the inclusion of items to be discussed or submit additional proposals for decisions on matters already on the agenda, indicating the reasons.

A General Meeting, whether ordinary or extraordinary, is competent to decide, among other things: on (i) the appointment and dismissal of Directors and Auditors with their respective compensation and liability claims, (ii) approval of the budget and the allocation of income, (iii) the purchase and sale of treasury shares, (iv) amendments to the Company Statutes, (v) approval and amendment of the Regulations for the General Meeting, (vi) the issue of convertible bonds.

An ordinary General Meeting - which may be held in Italy, outside the registered office - must be called within 180 days of the close of the financial year.

Apart from specific matters for which the rules provide for a different majority, the General Meeting, in a single call: (I) when ordinary, be validly constituted regardless of the proportion of capital represented by the members participating and shall pass resolutions with an absolute majority of the capital represented; (ii) when extraordinary, be validly constituted with the presence of shareholders representing at least one-fifth of the share capital and shall pass resolutions with a favourable vote of at least two-thirds of the capital represented.

Members have the right to inspect all the documents lodged at the head office for meetings once they have been called and to obtain copies at their own expense.

The conduct of such meetings, both by law and by the Company Statutes, is governed by the General Meeting Regulations approved on 11 May 2004 and subsequently amended by the General Meeting on 23 April 2007.

A right to attend the meeting and exercise the right to vote pertains to those who, on the basis of a notice from the broker to the Company, prove entitled to attend and to exercise the right to vote at the close of business on the seventh open market day before the date set for the meeting in a single call.

Credit and debit records made on accounts after this deadline will not influence the entitlement to vote at the Shareholders' Meeting.

Shareholders with voting rights may be represented by means of a proxy issued in accordance with the procedures envisaged by the applicable law and regulations.

2014 Shareholders' General Meetings

During the year 2014, there was one General Meeting on 12 June 2014 with the participation of 66.4% of the ordinary share capital.

The Meeting of the holders of savings shares

A meeting of the holders of savings shares is called by the common representative of the savings shareholders or by the Board of Directors whenever they deem it appropriate, or when it is required to be held in accordance with the law. A special meeting of the holders of savings shares is chaired by the Common Representative of the savings shareholders or, failing that, by the person elected by an affirmative vote of the majority of the capital represented at the meeting.

Under the Company Statutes, the expenses for organising a special meeting and the remuneration of the common representative shall be borne by the Company.

The General Meeting of the savings shareholders held on 27 January 2015, appointed (by a favourable vote of 99.7% of the shares in this category at the General Meeting) for the years 2015 to 2017, as the Common Representative of the savings shareholders, on the proposal of Anima SGR S.p.A., manager of the UCI "Anima Geo Italia" and "Anima Star Italia Alto Potenziale", the lawyer Angelo Cardarelli and settled his remuneration at 15,000 euros. The General Meeting of savings shareholders also approved unanimously the establishment of a fund for any expenses necessary to safeguard the common interests of this category, as anticipated by the Company and equal to 40,000 euros.