CHANGES OCCURRING AFTER YEAR-END

The Report takes into account the changes which occurred from year-end up to the Date of the Report.

Tables

Table No. 1: Share Capital structure

The exact breakdown of the share capital is illustrated below.

  NO. OF SHARES % IN RELATION
TO SHARE CAPITAL
LISTED
Ordinary shares* 475,740,182 97.49% Listed on the Italian Electronic Stock Exchange (“Mercato Telematico Azionario”) organised and managed by Borsa Italiana S.p.A. – Blue Chip Segment.
Savings shares** 12,251,311 2.51% Listed on the Italian Electronic Stock Exchange (“Mercato Telematico Azionario”) organised and managed by Borsa Italiana S.p.A. – Blue Chip Segment.
* ISIN Code IT0000072725 ** ISIN Code IT0000072733

 

Table No. 2: Significant shareholdings in the capital

The Table illustrates the Parties which own shares with voting rights in the ordinary Shareholders’ Meeting and exceeding 2% of the ordinary share capital, according to the information published by Consob at the date this Report was published.

Declarant or party
ranking top of the
shareholding chain
Direct Shareholder % Stake on Voting Capital % Stake on Ordinary Capital
Name Title of
ownership
% Stake of which Without Vote % Stake of which Without Vote
% Stake Voting rights
referred to
% Stake Voting rights
referred to
Party % Stake Party % Stake
ASSICURAZIONI GENERALI SPA GENERTELLIFE
S.P.A.
Ownership 0.001 0.000     0.001 0.000    
Total 0.001 0.000     0.001 0.000    
ALLEANZA TORO SPA Ownership 0.189 0.000     0.189 0.000    
Total 0.189 0.000     0.189 0.000    
GENERALI VIE SA Ownership 1.0970.000     1.097 0.000    
Total 1.0970.000     1.097 0.000    
INA ASSITALIA
SPA
Ownership 2.005 0.000     2.005 0.000    
Total 2.005 0.000     2.005 0.000    
ASSICURAZIONI
GENERALI SPA
Ownership 2.177 0.000     2.177 0.000    
Total 2.177 0.000     2.177 0.000    
Total 5.469 0.000     5.469 0.000    
EDIZIONE SRL EDIZIONE SRL Ownership 4.773 0.000     4.773 0.000    
Total 4.773 0.000     4.773 0.000    
Total 4.773 0.000     4.773 0.000    
PREMAFIN FINANZIARIA SPA HOLDING DI PARTECIPAZIONI POPOLARE VITA
SPA
Ownership 0.003 0.000     0.003 0.000    
Total 0.003 0.000     0.003 0.000    
MILANO ASSICURAZIONI
SPA
Ownership 0.025 0.000     0.025 0.000    
Total 0.025 0.000     0.025 0.000    
FONDIARIA - SAI
SPA
Ownership 4.454 0.000     4.454 0.000    
Total 4.454 0.000     4.454 0.000    
Total 4.482 0.000     4.482 0.000    
ALLIANZ SE ANTONIANA VENETA
POPOLARE
VITA SPA
Ownership 0.001 0.000     0.001 0.000    
Total 0.001 0.000     0.001 0.000    
CREDITRAS VITA
SPA
Ownership 0.001 0.000     0.001 0.000    
Total 0.001 0.000     0.001 0.000    
ALLIANZ SPA Ownership 4.518 0.000     4.518 0.000    
Total 4.518 0.000     4.518 0.000    
Total 4.520 0.000     4.520 0.000    
TRONCHETTI
PROVERA
MARCO
CAM PARTECIPAZIONI
SPA
Ownership 0.023 0.000     0.023 0.000    
Total 0.023 0.000     0.023 0.000    
CAMFIN SPA Ownership 25.542 0.000     25.542 0.000    
Total 25.542 0.000     25.542 0.000    
Total 25.565 0.000     25.565 0.000    
MEDIOBANCA
SPA
MEDIOBANCA
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 information relating to shareholders that directly or indirectly own ordinary shares corresponding to more than 2% of the share capital with voting rights at the ordinary Shareholders’ Meetings of the Companies is taken from the Consob Internet website. In this regard, it is deemed helpful to indicate that the information published by Consob on its website, based on the communications made by the parties bound by the obligations set out under Article 120 of the Unified Finance Law (TUF) and the Issuers’ Regulations, could differ significantly from the real situation, since the obligations to report changes in the percentage shareholding held do not arise with the simple variation of this percentage but only when “exceeding” or “falling below” given thresholds (2%, 5%, and subsequent multiples of 5% up to the 50% threshold and, beyond this threshold 66.6%, 75%, 90% and 95%). It follows, for example, that a shareholder (i.e. declarant party) that has declared that it owns 2.6% of the share capital with voting rights may increase its shareholding up to 4.9% without the party concerned being under an obligation to notify Consob, pursuant to Article 120 of the Unified Finance Law (TUF).

 

Table No. 3: Composition of the Board of Directors

The composition of the Board of Directors at the Date of the Report is illustrated below.

NAME OFFICE IN OFFICE
FROM
LIST EXEC.
NONEXEC. INDEP. INDEP. UFL % BOD DATE OF FIRST
APPOINTMENT IN
PIRELLI & C. S.P.A.
Marco Tronchetti Provera Chairman 21/04/2011 Major. X


100% 07/05/2003
Vittorio Malacalza Deputy
Chairman
21/04/2011 Major.
X

83% 29/07/2010
Alberto Pirelli Deputy
Chairman
21/04/2011 Major. X


100% 07/05/2003
Carlo Acutis Board Member 21/04/2011 Major.
X X X 83% 07/05/2003
Anna Maria Artoni Board Member 21/04/2011 Major.
X X X 83% 21/04/2011
Gilberto Benetton Board Member 21/04/2011 Major.
X

67% 07/05/2003
Alberto Bombassei Board Member 21/04/2011 Major.
X X X 67% 12/09/2006
Franco Bruni Board Member 21/04/2011 Minor.
X X X 100% 28/04/2005
Luigi Campiglio Board Member 21/04/2011 Major.
X X X 100% 29/04/2008
Paolo Ferro-Luzzi Board Member 21/04/2011 Major.
X X X 100% 21/04/2011
Pietro Guindani Board Member 21/04/2011 Minor.
X X X 100% 21/04/2011
Giulia Maria Ligresti Board Member 21/04/2011 Major.
X

83% 07/05/2003
Elisabetta Magistretti Board Member 21/04/2011 Minor.
X X X 100% 21/04/2011
Massimo Moratti Board Member 21/04/2011 Major.
X

50% 07/05/2003
Renato Board Member 21/04/2011 Major.
X

100% 29/04/2008
Pagliaro








Giovanni Perissinotto Board Member 21/04/2011 Major.
X

50% 07/05/2003
Luigi Roth Board Member 21/04/2011 Major.
X X X 100% 23/04/2007
Carlo Secchi Board Member 21/04/2011 Major.
X X X 100% 19/02/2004
Manuela Soffientini* Board Member 01/04/2011 -
X X X -* 01/03/2012
Giuseppe Vita* Board Member 01/04/2011 -
X

-* 01/03/2012
LEGEND List: Major./Minor. depending on whether the Director was elected from the list voted by the majority, or by a majority Exec.: if crossed, this indicates that the Board Member can be qualified as executive Non exec.: if crossed, this indicates that the Board Member can be qualified as non-executive Indep.: if crossed, this indicates that the Board Member can be qualified as independent, in accordance with the criteria established by the Self-Regulatory Code. Indep. UFL: if crossed, this indicates that the Director satisfies the independence requirements established under Article 148, paragraph 3 of the Unified Finance Law (UFL). % BoD: this indicates the presence, in percentage terms, of the Board Member at the Board of Directors’ meetings. The percentage is calculated on the basis of the Board Member’s presence at the meetings after the Board was renewed by the Shareholders’ Meeting in the session held on April 21, 2011. The percentage presence referred to the Board Members indicated in the table and also in office in the prior mandate is illustrated below and takes into account all the Board of Directors’ meetings during the 2011 financial year: Marco Tronchetti Provera (100%); Vittorio Malacalza (86%); Alberto Pirelli (100%); Carlo Acutis (86%); Gilberto Benetton (71%); Alberto Bombassei (71%); Franco Bruni (100%); Luigi Campiglio (100%); Giulia Maria Ligresti (86%); Massimo Moratti (57%); Renato Pagliaro (100%); Giovanni Perissinotto (43%); Luigi Roth (100%); Carlo Secchi (100%). *The Board Member was appointed as a Company Director on March 1, 2012, pursuant to Article 2386 of the Italian Civil Code.

 

The Directors that discontinued holding office during the financial year are illustrated below:

NAME OFFICE IN OFFICE IN
THE COMMITTEE
FROM
LIST EXEC. NONEXEC. INDEP. INDEP. UFL % BOD
Carlo Angelici* Board
Member
Dal 29/04/2008 al 21/04/2011 Minor.
X X X 100%
Cristiano Antonelli* Board
Member
Dal 29/04/2008 al 21/04/2011 Minor.
X X X 100%
Enrico Tommaso Cucchiani** Board
Member
Dal 21/04/2011 al 16/12/2011 Major.
X

17%
Umberto Paolucci* Board
Member
Dal 29/04/2008 al 21/04/2011 Minor.
X X X 100%
Giampiero Pesenti* Board
Member
Dal 29/04/2008 al 21/04/2011 Major.
X X X 100%
Francesco Profumo*** Board
Member
Dal 21/04/2011 al 16/11/2011 Minor.
X X X 100%
LEGEND The reader is referred to the legend of the two preceding tables. The calculation of the percentage attendance at the Board of Directors’ meetings takes into account the meetings which the Director attended before discontinuing holding office compared to the number of meetings held during the financial year until the date the Director discontinued holding office. * Board Members that discontinued holding office after completing their mandate with the Shareholders’ Meeting convened to approve the Financial Statements as of 31 December 2001. ** The Board Member, Mr. Cucchiani resigned from office on 16/12/2011 due to other positions accepted in other companies. Accordingly, the Board Member, Mr. Cucchiani also held office in the previous mandate (which expired with the approval of annual Financial Statements closed as of 31 December 2011 by the Shareholders’ Meeting held on April 21, 2011. The percentage attendance of the Board Member, Mr. Cucchiani corresponded to 29%, by taking into account all the Board of Directors meetings held in the 2011 financial year (therefore, also before the Board of Directors was renewed). ***The Board Member, Mr. Profumo resigned from office following his appointment as a Minister of the Italian Republic.

 

Table No. 4: Composition of the Advisory Committees

The composition of the Advisory Committees established within the Board of Directors at the Date of the Report is illustrated below:

Committee for Internal Control, Risks and Corporate Governance
NAME OFFICE IN OFFICE IN
THE COMMITTEE
FROM
LIST EXEC. NONEXEC. INDEP. % COMMITTEE
Carlo Secchi Chairman 21/04/2011 Major.
X X 100%
Franco Bruni Member 21/04/2011 Minor.
X X 88%
Paolo Ferro-Luzzi Member 21/04/2011 Major.
X X 100%
Elisabetta Magistretti Member 21/04/2011 Minor.
X X 100%
Luigi Roth Member 21/04/2011 Major.
X X 88%
LEGEND List: Major./Minor. depending on whether the auditor was elected from the list voted by the majority, or by a minority (Article 144-decies of the Issuers’ Regulations). Exec.: if crossed, this indicates that the Board Member can be qualified as executive Non-exec.: if crossed, this indicates that the Board Member can be qualified as non-executive Indep.: if crossed, this means that the auditor can be qualified as independent, in accordance with the criteria established by the Self-Regulatory Code, clarifying at the bottom of the table whether these criteria were supplemented or changed. %. Committee: indicates the presence, in percentage terms, of the Board Member at the committee meetings to which the table refers. The percentage is calculated on the basis of the Board Member’s presence at the meetings after the Board was renewed by the Shareholders’ Meeting in the session held on April 21. 2011. The percentage presence referred to the Board Members indicated in the table and forming part of the Committee to which the table refers also in the previous mandate is illustrated below, and therefore, takes take into account all the meetings of the cited Committee held during the 2011 financial year: Franco Bruni (90%); Luigi Roth (90%); Carlo Secchi (100%).
Remuneration Committee
NAME OFFICE IN OFFICE IN
THE COMMITTEE
FROM
LIST EXEC. NONEXEC. INDEP. % COMMITTEE
Carlo Acutis Chairman 21/04/2011 Major.
X X 100%
Anna Maria Artoni Member 21/04/2011 Major.
X X 100%
Pietro Guindani Member 21/04/2011 Minor.
X X 100%
Luigi Roth Member 21/04/2011 Major.
X X 100%
LEGENDA List: Major./Minor. depending on whether the auditor was elected from the list voted by the majority, or by a minority (Article 144-decies of the Issuers’ Regulations). Exec.: if crossed, this indicates that the Board Member can be qualified as executive Non-exec.: if crossed, this indicates that the Board Member can be qualified as non-executive Indep.: if crossed, this means that the auditor can be qualified as independent, in accordance with the criteria established by the Self-Regulatory Code, clarifying at the bottom of the table whether these criteria were supplemented or changed. %. Committee: indicates the presence, in percentage terms, of the Board Member at the respective committee. The Remuneration Committee was completely renewed on April 21, 2011, following the renewal of the Board of Directors.
Strategies Committee
NAME OFFICE IN OFFICE IN
THE COMMITTEE
FROM
LIST EXEC. NONEXEC. INDEP. % COMMITTEE
Marco Tronchetti Provera Chairman 21/04/2011 Major. X

100%
Vittorio Malacalza Member 21/04/2011 Major.
X
67%
Franco Bruni Member 21/04/2011 Minor.
X X 100%
Renato Pagliaro Member 21/04/2011 Major.
X
100%
Carlo Secchi Member 21/04/2011 Major.
X X 100%
Francesco Chiappetta Member 21/04/2011 Pirelli
Director



100%
Francesco Gori Member 21/04/2011 Pirelli
Director



100%
LEGEND List: Major./Minor. depending on whether the auditor was elected from the list voted by the majority, or by a minority (Article 144-decies of the Issuers’ Regulations). Exec.: if crossed, this indicates that the Board Member can be qualified as executive Non-exec.: if crossed, this indicates that the Board Member can be qualified as non-executive Indep.: if crossed, this means that the auditor can be qualified as independent, in accordance with the criteria established by the Self-Regulatory Code, clarifying at the bottom of the table whether these criteria were supplemented or changed. %. Committee: indicates the presence, in percentage terms, of the Board Member at the respective committee. The Committee to which the table refers was established by the Board of Directors for the first time on April 21, 2011.
Appointments and Succession Committee
NAME OFFICE IN OFFICE IN
THE COMMITTEE
FROM
LIST EXEC. NONEXEC. INDEP. % COMMITTEE
Marco Tronchetti Provera Chairman 21/04/2011 Major. X

100%
Vittorio Malacalza Member 21/04/2011 Major.
X
100%
Luigi Campiglio Member 21/04/2011 Major.

X
100%
Luigi Roth Member 21/04/2011 Major.
X 100%
LEGEND List: Major./Minor. depending on whether the auditor was elected from the list voted by the majority, or by a minority (Article 144-decies of the Issuers’ Regulations). Exec.: if crossed, this indicates that the Board Member can be qualified as executive Non-exec.: if crossed, this indicates that the Board Member can be qualified as non-executive Indep.: if crossed, this means that the auditor can be qualified as independent, in accordance with the criteria established by the Self-Regulatory Code, clarifying at the bottom of the table whether these criteria were supplemented or changed. %. Committee: indicates the presence, in percentage terms, of the Board Member at the respective committee. The Committee to which the table refers was established by the Board of Directors for the first time on April 21, 2011.

The Committee Members that discontinued holding office during the financial year are illustrated below:

NAME OFFICE IN OFFICE FROM/TO C.R. CCIRCG STR. C.
% COMMITTEE
Carlo Angelici Member From 29/04/2008 to 21/04/2011
X
100%
Cristiano Antonelli Member From 29/04/2008 to 21/04/2011
X
100%
Alberto Bombassei Member From 29/04/2008 to 21/04/2011 X

100%
Umberto Paolucci Member From 29/04/2008 to 21/04/2011 X

100%
Giampiero Pesenti Member From 29/04/2008 to 21/04/2011 X

100%
Francesco Profumo Member From 21/04/2011 to 16/11/2011

X 67%
LEGEND The reader is referred to the legend of the two preceding tables. * The calculation of the percentage attendance in the meetings has taken into account the meetings which the Director attended before discontinuing holding office compared to the number of meetings held during the financial year until the date the Director discontinued holding office.

 

Table No. 5: Composition of the Board of Statutory Auditors

The composition of the Board of Statutory Auditors at the Date of the Report is illustrated below, the reader is reminded that the Board will fall from office at the approval by the Shareholders' Meeting of the Financial Statements closed as of 31 December 2011 after completing its mandate:

NAME OFFICE IN OFFICE
IN THE
COMMITTEE
FROM
LIST INDEP. SELFREGULATORY
CODE
% ATTENDANCE
BOD
% ATTENDANCE
S.C.
%
ATTENDANCE
CCIRCG
% ATTENDANCE
R.C.
% ATTENDANCE
APPOINTMENT
C.
Enrico Laghi Chairman 21/04/2009 Major. X 100% 100% 90% 100% 100%
Paolo Gualtieri Statutory
Auditor
21/04/2009 Major. X 86% 75% 70% 33% -
Paolo Domenico Sfameni Statutory
Auditor
21/04/2009 Major. X 100% 100% 100% 100% -
Luigi Guerra Alternate
Auditor

Major.





Franco Ghiringhelli Alternate
Auditor

Major.





LEGEND Office: indicates whether Chairman, Statutory Auditor, or Alternate Auditor. List: Major./Minor. depending on whether the auditor was elected from the list voted by the majority, or by a minority (Article 144-decies of the Issuers’ Regulations). Indep.: if crossed, this means that the auditor can be qualified as independent, in accordance with the criteria established by the Self-Regulatory Code, clarifying at the bottom of the table whether these criteria were supplemented or changed. % attendance in S.C.: indicates the presence, in percentage terms, of the auditor in the meetings of the Board of Statutory Auditors. % attendance in BoD: indicates the presence, in percentage terms, of the auditor in the meetings of the Board of Directors. % attendance in CICRCG: indicates the presence, in percentage terms, of the auditor in the meetings of the Committee for Internal Control, Risks and Corporate Governance. % Appointments C.: indicates the presence, in percentage terms, of the auditor in the meetings of the Appointments and Succession Committee. % R.C.: indicates the presence, in percentage terms, of the auditor in the meetings of the Remuneration Committee. It is important to remember that the Chairman of the Board of Statutory Auditors is invited to participate in the activities of the Appointments and Succession Committee and the foregoing Chairman may also be invited to participate in the activities of the Strategies Committee. In this regard, it is important to observe that the Chairman of the Board of Statutory Auditors also attended all the meetings of the Strategies Committee which he was invited to attend.