PROCESSING CORPORATE INFORMATION

Internal management and disclosure of documents and information

Market TransparencyMarket transparency, fair, complete and clear information represent the values which are upheld by the conduct of the corporate bodies, the management and all the staff employed by Pirelli.

In this context the Board of Directors adopted a Procedure from March 2006 to manage and disclose privileged information to the market that takes into account the regulations concerning market abuse, governs the management of privileged information concerning Pirelli & C., its unlisted subsidiaries and the listed financial instruments issued.

The Procedure applies to all members of the corporate bodies, the employees and external collaborators of Pirelli companies that have access to information that could evolve into privileged information.

The Procedure also applies as an instruction to all subsidiaries, in order to obtain from them, without delay, the information required for the timely and correct compliance with the reporting obligations to the general public.

In line with the regulatory provisions, the Procedure defines:

  • the requirements and responsibilities to classify privileged information;
  • the procedures to trace access to privileged information in transit;
  • the tools and rules to protect the confidentiality of privileged information in transit;
  • the operational provisions to disclose privileged information to the market and, in general, concerning the communications to the general public and/or to analysts/investors.

The updated version of the Procedure is available on the Pirelli Internet website, and also governs the institution of the register of persons with access to privileged information, also in operation from April 1, 2006.

Insider dealing

The issue concerning the transparency of transactions involving the Company’s shares or the financial instruments linked to them, performed directly or through third parties by relevant persons or by persons closely related to them (so-called insider dealing) is currently governed entirely by law and by the Consob implementation regulation.

In accordance with law, the Directors and Statutory Auditors, inter alia, of the issuing company, as well as “persons who perform management [...] functions in a listed issuing company and Directors that have regular access to privileged information [...] and have the power to make management decisions which can impact the performance and the future prospects of the listed issuing company” are under an obligation to disclose information to the market concerning the transactions performed involving the Company’s shares or the financial instruments linked to them with a counter value exceeding euro 5 thousand annually.

The Company has opted to identify these Executive Managers among its “Executive Managers with strategic responsibilities”38.

Although no regulatory obligations are applicable in this regard, the Board of Directors has decided to continue to impose an obligation on the parties indicated above not to perform transactions involving the Company’s shares or involving financial instruments linked to them during specific periods of the year (so-called Black out periods39), in harmony with the approach adopted in the previous mandate. Moreover, these periods may be extended or suspended by the Board of Directors in extraordinary circumstances.

38These refer to F. Gori, F. Chiappetta, F. Tanzi and M. Sala. In this regard the reader is referred to the paragraphs “delegated bodies” and “Company organisation”.
39The procedure relating to the black out periods is available on the Company's Internet website.