Information on ownership structures
The information referred to in article 123 bis of Legislative Decree February 24, 1998 no. 58 is included in the specific section of this report entitled "Report on Corporate Governance and Ownership Structure", included in the Annual Report and published in the Governance section of the Company's website www.pirelli.com.
Security policy document
Although the Decree Law of February 9, 2012 no. 5 (containing the "Urgent provisions on simplification and development") converted, with amendments, by Law April 4, 2012 no. 35, repealed the obligation to prepare/update the Security Policy Document, it is noted that Pirelli & C. S.p.A. however updated the above document for the year 2014, in order to allow effective monitoring of the adoption and compliance with the safety measures.
Foreign subsidiaries outside the European Union (non-EU companies)
Pirelli & C. S.p.A. controls, directly or indirectly, companies based in countries outside the European Union (non-EU Companies) which have particular significance in accordance with article 36 of Consob Regulation 16191/2007 concerning markets ("Markets Regulation").
With reference to December 31, 2014, the significant non-EU Companies controlled, directly or indirectly, by Pirelli & C. S.p.A. under article 36 of the Market Regulation are Limited Liability Company Pirelli Tyre Russia (Russia); Pirelli Pneus Ltda (Brazil); Comercial e Importadora de Pneus Ltda (Brazil); Pirelli Tire LLC (USA); Pirelli Tyre Co. Ltd (China); Turk Pirelli Lastikleri A.S. (Turkey); Alexandria Tire Company S.A.E. (Egypt); Pirelli de Venezuela C.A. (Venezuela); Pirelli Neumaticos S.A.I.C. (Argentina); Pirelli Neumaticos S.A. de C.V. (Mexico).
Also under the same regulations, the Company has put in place a specific and appropriate "Group Operating Regulation" which ensures immediate, constant and full compliance with the provisions contained in the aforementioned Consob regulation. In particular, the competent corporate departments ensure a timely and periodical identification and publication of significant non-EU companies under the Market Regulation, and - with the necessary and appropriate collaboration of the companies involved - ensure the collection of data and information and the verification of the circumstances referred to in article 36, ensuring the availability of the information and data provided by the subsidiaries in the event of a request by Consob. It also requires a regular flow of information to ensure the Board of Statutory Auditors of the Company carry out the required and appropriate verifications. Finally, the above "Operating Regulation", in line with the regulatory provisions, governs the provision to the public of financial statements (balance sheet and income statement) of the significant non-EU companies provided for the purpose of preparing the consolidated Financial Statements.
It shall therefore be noted that the company is fully compliant with the provisions of art. 36 of the aforementioned Consob Regulation 16191/2007 and the subsistence of the conditions required by the same.
Related Party Transactions
Under article 5 paragraph 8 of Consob Regulation no. 17221 of March 12, 2010 on Related Party Transactions, and the subsequent Consob Resolution no. 17389 of June 23, 2010, it shall be noted that in the period 1.1.2014 - 12.31.2014 no transaction of significant importance as defined by article 3 paragraph 1, letter a) of the aforementioned Regulation was submitted to the Board of Directors of Pirelli for approval.
Moreover, there are no Related Party Transactions that significantly affected the financial position or results of the group.
Lastly, there were no significant related party transactions, including non-recurring or unusual and/or atypical infra-group transactions.
The information on related party transactions required by Consob Communication no. DEM/6064293 of July 28, 2006 is presented in the financial statements and the Note titled "Related party transactions" in the annual financial statements at December 31, 2014.
Lastly, in the course of 2010, the Board approved for the first time the Procedure for Related Party Transactions also in order to implement the aforementioned Consob Regulation. In addition, during the year 2013 (November 5, 2013), also in implementation of a specific recommendation of Consob, the Board of Directors, after consulting the competent Committee, evaluated the Procedure for Related Party Transactions still valid and effective and that was implemented, without any changes, even by the Board of Directors appointed on June 12, 2014. After obtaining the opinion from the Committee for Related Party Transactions, the Board of Directors on March 31, 2015 introduced marginal modifications regarding some organizational changes in the procedure for related parties.
For more details on the procedure for Related Party Transactions, reference is made to the section Directors' Interests and Related Party Transactions of the Annual Report on Corporate Governance and the aforementioned procedure published on the company website www.pirelli.com.
Waiver to publish disclosure documents
The Board of Directors, taking into account the simplification of compliance procedures introduced by Consob in the Issuers’ Regulations 11971/99, voted to avail itself of the faculty to derogate, in line with the provisions of art. 70, para. 8, and art. 71, para. 1-bis of said regulations, from the obligation to publish the compulsory information documents when there are significant events concerning mergers, spin-offs, capital increase through contribution in kind, acquisitions and disposals.
The Board of Directors
Milan, March 31 2015