Tables

Table 1: Significant shareholdings

Below are the individuals who, as published by Consob to the date of publication of this report, have shares with voting rights in the Ordinary General Meeting in excess of 2% of the ordinary capital.

Declaring party or subject at the top of the investment chainDirect Shareholder% on Voting Capital% on Ordinary Capital
NameOwnership%of which Without Vote%of which Without Vote
%Vote entitled to%Vote entitled to
Subject%Subject%
HARBOR INTERNATIONAL FUND HARBOR INTERNATIONAL FUND Ownership 4,544 0,000     4,544 0,000    
Total 4,544 0,000     4,544 0,000    
Total 4,544 0,000   4,544 0,000  
EDIZIONE SRL SCHEMATRENTAQUATTRO SPA Ownership 3,034 0,000     3,034 0,000    
Total 3,034 0,000     3,034 0,000    
EDIZIONE SRL Ownership 1,574 0,000     1,574 0,000    
Total 1,574 0,000     1,574 0,000    
Total 4,608 0,000   4,608 0,000  
MALACALZA INVESTIMENTI SRL MALACALZA INVESTIMENTI SRL Ownership 6,980 0,000     6,980 0,000    
Total 6,980 0,000     6,980 0,000    
Total 6,980 0,000   6,980 0,000  
CAMFIN SPA CAM 2012 SPA Ownership 5,850 0,000     5,850 0,000    
Total 5,850 0,000     5,850 0,000    
CAMFIN SPA Ownership 20,343 0,000     20,343 0,000    
Total 20,343 0,000     20,343 0,000    
Total 26,193 0,000   26,193 0,000  
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA* MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA Ownership 3,954 0,000     3,954 0,000    
Total 3,954 0,000     3,954 0,000    
Total 3,954 0,000   3,954 0,000    

Note: 

The data relating to shareholders who, directly or indirectly, hold ordinary shares representing more than 2% of the share capital with voting rights in ordinary meetings of the Company, are taken from Consob's website. In this regard, it is useful to note that the information published by Consob on its website by virtue of the communications made by the parties bound by the obligations of Article 120 of the TUF and the Issuers Regulation, could be different from the real situation, because the obligations to communicate changes in the percentages of holdings arise not from a simple variation of this percentage but only when the holdings exceed or fall below predetermined thresholds (2%, 5%, and subsequent multiples of 5% up to a 30% threshold and, beyond this threshold, 50%, 66.6%, 90% and 95%). It follows, for example, that a shareholder (I.E. declarant) who declared ownership of 2.6% of the share capital with voting rights will increase their stake up to 4.9% without thereby coming under any obligation to notify Consob under Article 120 of the TUF. 

* Please note that Mediobanca S.p.A. attended the 2013 Budget Meeting holding 4.61% of the ordinary share capital.
With this participation they are listed in the register of shareholders of the Company.

Table 2: Composition of the Board of Directors

The following is the composition of the Board of Directors at the date of the Report.

NameOfficeAppointed fromListExec.Non exec.Indep.Indep. TUF% BoardDate of initial appointment in Pirelli & C. S.p.A.Year of birth 
Marco Tronchetti Provera President and CEO 12/06/2014 Maj. X       100% 07/05/2003 1948
Alberto Pirelli Vice President 12/06/2014 Maj. X       88% 07/05/2003 1954
Anna Maria Artoni Adviser 12/06/2014 Maj.   X X X 100% 21/04/2011 1967
Didier Casimiro * Adviser 10/07/2014 -   X     100% 10/07/2014 1966
Paolo Fiorentino Adviser 12/06/2014 Maj.   X     50% 21/10/2013 1956
Andrey Kostin * Adviser 10/07/2014 -   X X X 50% 10/07/2014 1956
Ivan Glasenberg * Adviser 10/07/2014 -   X X X 100% 10/07/2014 1957
Petr Lazarev * Adviser 10/07/2014 -   X     100% 10/07/2014 1967
Elisabetta Magistretti Adviser 12/06/2014 Min.   X X X 100% 21/04/2011 1947
Gaetano Micciché Adviser 12/06/2014 Maj.   X     50% 05/11/2013 1950
Paolo Pietrogrande Adviser 12/06/2014 Min.   X X X 100% 12/06/2014 1957
Luigi Roth LID 12/06/2014 Maj.   X X X 100% 23/04/2007 1940
Igor Sechin * Adviser 10/07/2014 -   X     50% 10/07/2014 1960
Manuela Soffientini Adviser 12/06/2014 Min.    X X X 100% 01/03/2012 1959
Igor Soglaev * Adviser 10/07/2014 -   X     100% 10/07/2014 1969

Number of meetings of the Board of Directors during the year 2014: 8 (of which there were 4 before the Board elections on 12 June 2014) - Average length of meetings - about 1½ hours

* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014.

Legend

List: Maj/Min according to whether the director was elected from the list voted by the majority or the minority 

Exec.: if ticked indicates that the director qualifies as executive

Non exec.: if ticked indicates that the director qualifies as non-executive

Indep.: if checked indicates that the director can be considered independent according to the criteria established by the Self-Regulation Code. 

Indep. TUF: if ticked indicates that the director satisfies the independence requirements established by Article 148, Paragraph 3 of the TUF 

% BoD: indicates the attendance of directors, in percentage terms, at meetings of the Council. (The percentage is calculated taking into account the number of attendances compared to the number of meetings held during the term of office of the person concerned).

The following Directors who have ceased to hold office during the year:

NameOfficeIn office from/to ListExec.Non exec.Indep.Indep. TUF% Board
Carlo Acutis Adviser From 21/04/2011 to 12/06/2014 Maj.   X     75%
Piero Alonzo Adviser from 12/06/2014 to 10/07/2014 Maj.   X X 100%
Gilberto Benetton Adviser From 21/04/2011 to 12/06/2014 Maj.   X     75%
Alberto Bombassei Adviser From 21/04/2011 to 12/06/2014 Maj.   X X 25%
Franco Bruni Adviser From 21/04/2011 to 12/06/2014 Min.   X X 100%
Riccardo Bruno Adviser from 12/06/2014 to 10/07/2014 Maj.   X     100%
Luigi Campiglio Adviser From 21/04/2011 to 12/06/2014 Maj.   X X 100%
Jean Paul Fitoussi * Adviser From 10/05/2013 to 12/06/2014  -   X X 75%
Luciano Gobbi Adviser From 12/06/2014 to 10/07/2014 Maj.   X X 100%
Pietro Guindani Adviser From 21/04/2011 to 12/06/2014 Min.   X X 75%
Massimo Moratti Adviser From 21/04/2011 to 12/06/2014 Maj.   X     75%
Emiliano Nitti Adviser From 12/06/2014 to 10/07/2014 Maj.   X X 100%
Renato Pagliaro Adviser From 21/04/2011 to 12/06/2014 Maj.   X     100%
Enrico Parazzini Adviser from 12/06/2014 to 10/07/2014 Maj.   X     100%
Luca Rovati * Adviser from 10/05/2013 to 12/06/2014  -   X     75%
Carlo Secchi Director - LID from 10/05/2013 to 12/06/2014 Maj.   X X 100%
Claudio Sposito Adviser From 21/10/2013 to 12/06/2014 Maj.   X     0%

* Director appointed from outside a voting list by General Meeting on 10.05.2013, to replace a director who had left the Board. 

Table 3: Composition of the Board Committees

The following is the composition of the Committees formed from within the Board of Directors at the date of the Report

Audit, Risk, Sustainability and Corporate Governance Committee

Name Office Appointed to the Committee from List Exec. Non exec. Indep. % Committee
Anna Maria Artoni President 10/07/2014 Maj.   X X 100%
Andrey Kostin * Member 10/07/2014 -   X X 25%
Elisabetta Magistretti Member 10/07/2014 Min.   X X 100%

Number of meetings of the Committee during the year 2014: 9 (of which there were 5 before the Committee changed on 10 July 2014) - Average length of meetings about 2 hours

* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014.

Remuneration Committee
Name Office Appointed to the Committee from List Exec. Non exec. Indep. % Committee
Luigi Roth President 10/07/2014 Maj.   X X 100%
Ivan Glasenberg * Member 10/07/2014 -   X X 100%
Manuela Soffientini Member 10/07/2014 Min.   X X 100%

Number of meetings of the Committee during the year 2014: 5 (of which there were 3 before the Committee changed on 10 July 2014) - Average length of meetings about 1 hours

* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014.

Strategy Committee 
Name Office Appointed to the Committee from List Exec. Non exec. Indep. % Committee
Marco Tronchetti Provera President 10/07/2014 Maj. X     -
Didier Casimiro * Member 10/07/2014   X   -
Andrey Kostin * Member 10/07/2014 -   X X -
Paolo Fiorentino Member 10/07/2014 Maj.   X   -
Luigi Roth Member 10/07/2014 Maj.   X X -
Igor Sechin * Member 10/07/2014 -   X   -
Manuela Soffientini Member 10/07/2014 Min   X X -

There were no meetings of the Strategy Committee in the year 2014

* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014

Appointments and Successions Committee
Name Office Appointed to the Committee from List Exec. Non exec. Indep. % Committee
 Marco Tronchetti Provera President 21/04/2011 Maj. X     -
Anna Maria Artoni Member 10/07/2014 Maj.   X X -
Didier Casimiro * Member 10/07/2014 -   X   -
Paolo Pietrogrande Member 10/07/2014 Min.    X X -

There were no meetings of the Appointments and Successions Committee in the year 2014

* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014

There follow those members of Committees that ceased to hold office during the year:
Name                Office In office from/to R.C. ARSCGC STR.C. APPOINT. AND SUCC. C.
% Committee
Carlo Secchi President of the Audit, Risk, Sustainability and Corporate Governance Committee - Member of the Strategy Committee From 21/04/2011 to 12/06/2014   X X   100% Audit, Risk, Sustainability and Corporate Governance Committee
Franco Bruni Member From 21/04/2011 to 12/06/2014   X X   100% Audit, Risk, Sustainability and Corporate Governance Committee
Luigi Roth Member From 21/04/2011 to 12/06/2014   X   X 100%
Audit, Risk, Sustainability and Corporate Governance Committee
Anna Maria Artoni Member From 21/04/2011 to 12/06/2014 X       100% Remuneration Committee
Luigi Campiglio Member

Appointments and Successions Committee: From 21/04/2011 to 12/06/2014

Remuneration Committee:
From 05/08/2013 to 12/06/2014 

X     X 100% Remuneration Committee
Pietro Guindani Member From 21/04/2011 to 12/06/2014 X       67% Remuneration Committee
Alberto Bombassei Member From 26/07/2012 to 12/06/2014     X   -
Renato Pagliaro Member From 21/04/2011 to 12/06/2014     X   -
Claudio Sposito Member From 21/10/2013 to 12/06/2014     X   -
Gaetano Micciché Member From 05/11/2013 to 12/06/2014     X   -

There were no meetings of the Appointments and Successions Committee and the Strategy Committee during the year 2014

Table 4: Composition of the Board of Auditors
There follows the composition of the Board of Auditors as at the date of the Report:
NameOfficeAppointed fromListIndep. Self-Regulation Code% Board% S.C.% ARSCGC% S.C.% R.C.% Appointments
Francesco Fallacara President 10/05/2012 Min. X 100% 100% 100% - 100% -
Antonella Caru Auditor 10/05/2012 Maj. X 100% 100% 100% - 100% -
Umile Sebastiano Iacovino * Auditor 12/06/2014 Maj. X 100% 100% 100% - 100% -
Andrea Lorenzatti Alternate Auditor 10/05/2012 Min. - - - - - - -

* the auditor Umile Sebastiano Iacovino, held the post of Alternate Auditor until 12 June 2014 when he succeeded Prof. Enrico Laghi as Permanent Auditor

Office: indicates whether chairman, auditor, alternate auditor.

List: Maj/min depending on whether the auditor was elected from a majority or minority voting list (Article. 144 decies of the Issuer Regulations)

Indep.: if ticked indicates that the auditor can be considered independent according to the criteria established by the Code; it is specified at the foot of the table if these criteria have been supplemented or amended 

% part. CS: indicates the attendance of the auditor, in percentage terms, at meetings of the Board of Auditors. 

% part. Board of Directors: shows the attendance of the auditor, in percentage terms, at meetings of the Board of Directors.

% part. Audit, Risk, Sustainability and Corporate Governance Committee: shows the attendance of the auditor, in percentage terms, at meetings of the Audit, Risk, Sustainability and Corporate Governance Committee 

% C. Appointments: shows the attendance of the auditor, in percentage terms, at meetings of the Appointments and Successions Committee. 

% RC: shows the attendance of the auditor, in percentage terms, at meetings of the Remuneration Committee. 

The Chairman of the Board of Auditors is invited to attend the Appointments and Successions Committee, and may also be invited to the Strategy Committee. In this regard it is noted that the Chairman of the Board of Auditors did attend all the meetings of the Strategy Committee to which he was invited. In 2014 there were no meetings of the Appointments and Successions Committee or the Strategy Committee.

There follow those members of the Board who have ceased to hold office during the year:
Name Office In office from/to List Indep. Self-Regulation Code % Board % Board of Auditors % ARSCGC % S.C. % R.C. % Appointments
Enrico Laghi Auditor From 10/05/2012 to 12/06/2014 Maj. X 50% 67% 40% - 33% -

Legend

See the legend of the tables above.

ANNEX A
List of important positions held by Directors in other companies not belonging to the Pirelli Group
Marco Tronchetti Provera Coinv S.p.A.  Chairman
  Gruppo Partecipazioni Industriali S.p.A. Chairman
  Marco Tronchetti Provera & C. S.p.A. Chairman
  Nuove Partecipazioni S.p.A.  Chairman
  Mediobanca S.p.A.  Deputy Chairman
  MGPM società semplice General Partner and Director
  Eurostazioni S.p.A. Director
 Alberto Pirelli FIN. AP di Alberto Pirelli & C. Sapa General Partner
  Intek Group S.p.A. Director
   Nuove Partecipazioni  S.p.A. Director
Anna Maria Artoni Artoni Group S.p.A. Sole Director
Artoni Trasporti S.p.A. CEO
  CDA Linkiesta Director 
Didier Casimiro  ATK Chairman
TZS Chairman
  RN-TSIR Director
  TNK-BP Limited Director
  TNK Trade Limited Director
  TNK Trading International S.A. Director
  Krasnoleninsk Refinery Director
  RN-Trade Director
  RN-Sheremetyevo Director
  Rosneft Member of the Management Board
Paolo Fiorentino Unicredit Business Integrated Solutions Scpa Chairman
Officinae Verdi S.p.A. Chairman
  Unicredit Credit Management Bank S.p.A. Director and member of the Executive Committee
  Unicredit Bank Austria AG Deputy Chairman 
Ivan Glasenberg Glencore CEO
United Company Rusal plc Director
Andrey Kostin  VTB Bank  Chairman of Management Board and member of the Supervisory Council
VTB 24 Chairman of the Supervisory Council
  VTB Bank Ukraine Chairman of the Supervisory Council
  Bank of Moscow Chairman 
  VTB Capital Director
 Petr Lazarev International Bank of Reconstruction and Development Chairman of the Supervisory Board
 LLC Neftepromleasing  Chairman of the Supervisory Board
   LLC RN-Trade   Deputy Chairman
   TNK-BP Limited  Director
   TNK-BP International Limited  Director
   TNK Industrial Holdings Limited  Director
   TNK SH Investments Limited  Director
   TNK-BP Finance SA  Director
   TOC Investments Corporation  Director
   Taihu Limited  Director
   Rosneft  Member of the Management Board
Elisabetta Magistretti Mediobanca S.p.A. Director
Luxottica Group S.p.A. Director
Gaetano Micciché Intesa Sanpaolo S.p.A. Director
Banca IMI S.p.A. CEO
  Prada S.p.A. Director
Paolo Pietrogrande Netplan Management Consulting LLC CEO
  Tobin Consulting Engineering Member Advisory Board
Luigi Roth Alba Leasing S.p.A. Chairman
ASTM  Director
  Eurovita Assicurazioni S.p.A. Director
Igor Sechin Rosneft Chairman, Deputy Chairman and Chairman of Management Board
Rosneftgaz Chairman
  National Oil Consortium and United R&D Center Chairman
United R&D Center (RN-CIR) Chairman
  CSKA PHC Chairman of the Supervisory Bpard
  RN Management Chairman
  TNK-BP Limited Director
Manuela Soffientini Electrolux Appliances S.p.A. Chairman and CEO
 
Igor Soglaev - -