Significant events in 2013

JANUARY 2013

On January 15, 2013 Pirelli and the Ministry of Environment signed a new agreement to reduce the climate impact of activities related to tyre manufacturing and use. The agreement, signed by Minister Corrado Clini and Pirelli Chairman and CEO Marco Tronchetti Provera, defines the second phase of the agreement previously signed by the company with the Ministry in January 2012, as part of the international conference “Driving Sustainability: a Safe Road to the Future”. In this second phase, Pirelli and the Ministry of Environment will undertake technological experiments aimed at reducing the climate impact of activities related to the production and use of a representative car tyre, made by Pirelli in Brazil.

On January 15, 2013 the shareholders agreement of Pirelli & C. S.p.A. was renewed without any changes in its participants and the participating shares. All participants of this agreement affirmed their desire to renew it, which was set to expire on April 15, 2014.

On January 23, 2013 Pirelli initiated the Motorsport 2013 season by presenting the new versions of its Formula 1 tyres, the third in three years, and the original 17 inch tyre for Superbike championship competition, which marks a turning point in the most important motorcycle championship involving street model derivatives. Pirelli will participate in about 250 competitions, of which less than half as the sole tyre brand supplier, supplying tyres to more than 40 countries around the world, from the Americas to the Far East. PRESS RELEASE

On January 30, 2013 Pirelli and Russian Technologies announced the start-up of a new production line at the Voronezh factory, in southwest Russia. Following the investments in new technology made there, this new production line now meets Pirelli standards and will allow to produce premium tyre compounds, especially in the winter segment. Investments will total euro 100 million in 2015. PRESS RELEASE

MARCH 2013

On March 4, 2013 Mario Greco resigned as Director of the Company.

On March 26, 2013 Pirelli expanded its range of premium products with Winter Sottozero 3, an ultra-high performance tyre developed for medium-large engine cars in the premium segment that can enhance the sporty performance of such vehicles. Pirelli tyre

The new Winter Sottozero 3 is the result of a joint development project with the most prestigious car companies and is designed to equip sports cars and powerful sedans. An innovative compound was developed in Pirelli laboratories to improve tyre performance, such as road hold, even in wet or icy conditions, while improving the driving performance characteristics of the tyre.

On March 27, 2013 Pirelli & C. S.p.A, in relation to the extraordinary operation of the re-launch of the Prelios group approved by the Board of Prelios S.p.A., involving restructuring of its financial position, announced – in its role of financier to Prelios S.p.A –its participation along with the other parties involved. For Pirelli, this entailed the contribution of new financial resources indirectly through subscription of the capital increase of Fenice S.r.l. for euro 23 million in August and restructuring of the entire credit during last August, totalling euro 173.5 million, claimed against Prelios at December 31, 2012, with conversion into shares and equity instruments (the “convertendo”) for euro 169.9 million and collection of the remaining euro 3.6 million. Pirelli’s participation in the operation of re-launching Prelios S.p.A. does not change in any way Pirelli’s strategic focus on the core tyre business, but has as its sole objective the strengthening of Prelios’ equity and finances with the aim of maximising the value of Pirelli’s credit towards Prelios S.p.A.

APRIL 2013

On April 8, 2013 Pirelli presented the Angel GT tyre on board of the ship Cavour at Taranto. This new motorcycle tyre is certified as number one for mileage in the Sport Touring segment. Angel GT is the pride and joy of the Pirelli Sport Touring range. It is the natural heir of the Angel ST, the tyre that has repeatedly come first in comparative tests held by prestigious motorcycle magazines and the holder of seven world duration records. Compared with its predecessor, the Angel GT increases mileage by 30% and reduces braking distance by about one metre (at a speed of 75 km/h), while also improving grip and maneuverability under wet conditions. PIRELLI TYRE

On April 15, 2013 a Memorandum of Understanding was signed by Pirelli and Rosneft for the first Pirelli premium flagship store in Russia. It will be located inside the new Rosneft service station in Sochi, on the Black Sea coast in the region of Krasnodar. The agreement represents a new important step towards development of the strategic commercial and marketing collaboration agreement initialled by the two partners on December 20, 2012. The agreement also calls for the opening of other similar sales outlets at Rosneft service stations located in areas offering access to premium customers. PRESS RELEASE

MAY 2013

On May 10, 2013 Vittorio Malacalza resigned as Deputy Chairman and member of the Pirelli & C. S.p.A. Board of Directors.

On May 13, 2013 the Shareholders' Meeting of Pirelli & C. S.p.A. approved the annual financial report 2012, which closed with consolidated net income of euro 398.2 million, of which euro 234.4 million attributed to the parent company, resolving to pay a dividend of euro 0.32 euro per ordinary share and euro 0.39 per savings share. The Shareholders' Meeting appointed Jean Paul Fitoussi (independent), Luca Rovati and Carlo Salvatori, who had been previously co-opted by the Board of Directors in July 2012, as Directors until the term of the current Board of Directors expires upon approval of the annual report 2013. The Shareholders' Meeting also authorised the Board of Directors to buy back and dispose of treasury shares up to the limit of 10% of share capital and for a maximum period of 18 months, and also approved certain amendments to the bylaws. The Shareholders' Meeting approved the Company Remuneration Policy, with a 98.6% majority of the voting shares.

JUNE 2013

On June 5, 2013 the Pirelli & C. S.p.A. Block Voting Shareholders' Agreement announced that the parties of the Shareholders’ Agreement, upon request, gave their consent:

  • to Allianz S.p.A. to release from the Shareholders' Agreement the entire Pirelli & C. S.p.A. shareholding, amounting to 20,977,270 Pirelli & C. ordinary shares (4.41% of the share capital);
  • to Fondiaria-Sai S.p.A. to release from the Shareholders' Agreement a total of 12,229,394 ordinary shares in Pirelli & C. S.p.A. (2.57% of the share capital);
  • to Camfin S.p.A. to release from the Shareholders' Agreement a total of 33,300,000 ordinary shares in Pirelli & C. S.p.A. (7% of the share capital);
  • to amend Article 2 of the Shareholders' Agreement by establishing that, in case of renewal, the extension of the Shareholders' Agreement for the Participants that have not opted out shall be subject to the condition that the remaining financial instruments tied to the Shareholders' Agreement together represent at least 30% (rather than 33%, as previously envisaged) of the ordinary subscribed share capital of Pirelli & C. S.p.A.

JULY 2013

As part of the capital increase of RCS Mediagroup S.p.A., on July 4, 2013 Pirelli exercised all of its options on the 5,757,493 shares restricted by the Block Voting Shareholders' Agreement of the company and sold on the market 105,696 options on the remaining shares of RCS that Pirelli owned but were not restricted by the Shareholders' Agreement, resulting in a net outlay of about euro 21.3 million.

On July 24, 2013 Pirelli announced that it had received the resignation of Giulia Maria Ligresti as member of the Pirelli & C. S.p.A. Board of Directors

AUGUST 2013

On August 5, 2013 in relation to the joint venture between Pirelli, Russian Technologies (“RT”) and Fleming Family & Partners – now named GHP Asset Management Holdings Ltd. (“GHP”) – Pirelli, confirming the strategic importance of the Russian market, seized the opportunity to increase its own participation in the project, as agreed with its financial partner GHP and the shareholder RT. This raised the Pirelli shareholding from an initial 50% to 65% in the joint venture, following reduction in the GHP shareholding from 25% to 10% and maintenance of the RT shareholding at 25%. The agreements made by the parties envisage that Pirelli may further increase its shareholding in the joint venture in 2017, by exercising the put and call options on the entire 10% shareholding still owned by GHP, and on a 15% shareholding (out of the total 25% total holding) owned by RT.

SEPTEMBER 2013

On September 26, 2013 the Operations Management Department was formed, and Gregorio Borgo, previously in charge of the Asia-Pacific region, was named as General Manager Operations. The reorganisation aims to maximize oversight of the business and geographical coordination of all operational activities linked to product development and management. The organisational units linked to operations management (Industrial Operations, Supply Chain, Product and Original Equipment Aftermarket and Marketing), the Industrial and Moto Business Units, as well as the different Regions (Europa, Africa, Middle East and India, Asia-Pacific, Latam, Nafta and Russia) report to the General Manager Operations. PRESS RELEASE

OCTOBER 2013

On October 16, 2013 Carlo Salvatori resigned as member of the company Board of Directors, due to the recent concentration of his professional commitments

On October 16, 2013 Carlo Salvatori resigned as member of the company Board of Directors, due to the recent concentration of his professional commitments

On October 21, 2013 the Management of the Pirelli & C. S.p.A. Block Syndicate voted to appoint the lawyer Alessandro Pedersoli to open consultations between all aderents to the pact in view of its upcoming expire and to evaluate a possible early winding up of the agreement. Following the consultations sponsored by the Pirelli & C. S.p.A. Block Syndicate, the syndicate participants (Assicurazioni Generali S.p.A., Camfin S.p.A., Edizione S.r.l., Fondiaria-SAI S.p.A., Intesa Sanpaolo S.p.A., Mediobanca S.p.A, Massimo Moratti and Sinpar S.p.A) agreed to dissolve the shareholders' agreement prematurely, before its expiry on April 15, 2014. Therefore, since October 31, 2013 the participants have been definitively and irrevocably released from all the commitments and obligations resulting from the agreement. PRESS RELEASE

On October 30, 2013 the Block Voting Shareholders' Agreement of ordinary shareholders of RCS Media- Group S.p.A, to which Pirelli belonged, was prematurely dissolved. Therefore, beginning on the date that the Block Voting Shareholders' Agreement was dissolved, the equity investment held in RCS Mediagroup will be reclassified on the Pirelli statement of financial position as a financial asset available-for-sale.

NOVEMBER 2013

On November 5, 2013 Gaetano Miccichè was co-opted by the Board of Directors following the resignation of Carlo Salvatori. At the same meeting, the Board of Directors appointed Gaetano Miccichè and Paolo Fiorentino as members of the Strategies Committee.

On November 5, 2013 the Board of Directors of Pirelli & C. S.p.A. gave the Chairman a mandate for further analysis of a possible partnership for the Steel Cord business unit. The decision, which was approved by the Strategies Committee, reflects the management's decision to examine possible opportunities to develop the business in partnerships that would guarantee it a significant international presence and adequate competitive standards.

On November 6, 2013, Pirelli presented the Business Plan 2013-2017 in London. This plan forecasts growth in the business segments with higher added value, the extraction of value from selected medium segment products, further reduction of volumes and capacity in the standard segment, realisation of a new efficiency plan, selective investment in high-return projects and continuous monitoring of working capital. These actions, supported by capital expenditure of euro 1.6 billion, should allow Pirelli to achieve Ebit (before restructuring charges) of over 15% in 2017 and ROI (excluding financial investments) of about 28%, as well as limit net debt to about euro 500 million at the end of the plan, PRESS RELEASE INDUSTRIAL PLAN

On November 26, 2013 Pirelli, Rosneft and Rostec (Russian Technologies) signed a Memorandum of Understanding (MOU) to carry out joint research and development activities on materials to be used in tyre production. Such materials include synthetic rubber, fillers such as carbon black and reinforcing materials, with all of them being developed at the high technological standards of Pirelli. PRESS RELEASE

DECEMBER 2013

On December 27, 2013 Pirelli, Rosneft and Oil Techno signed a Memorandum of Understanding for joint research and development in the synthetic rubber field, and particularly Styrene-Butadiene Rubber (SBR), in Armenia. According to the terms of the preliminary agreement, Rosneft will be the principal investor in the activities related to SBR rubber in Armenia and Oil Techno will represent the local partner. For its part, Pirelli will collaborate with Rosneft in research and development activities related to SBR rubber, and is interested in defining a long-term supply agreement for purchase of the SBR rubber to be produced. PRESS RELEASE