Common use of Board of Directors of Pirelli Clause in Contracts

Board of Directors of Pirelli. The Renewal Shareholders Agreement provides that the Board of Directors of Pirelli to be appointed on the date of the approval of the balance sheet of the Company as at December 31, 2019 shall remain in office for a period of three financial years until the date of approval of the balance sheet of the Company as at December 31, 2022, shall be composed of up to 15 members, 8 of whom independent and shall be appointed through a slate-voting mechanism which shall ensure the following composition: 3 directors will be designated by the minority slates and 12 directors by the majority slate, at least 5 of whom to be independent. In particular: - the slate to be presented by CNRC will include Xx. Xxxxx Xxxxxxxxxx Provera, 1 non-independent candidate and 1 independent candidate designated by MTP; - the other 9 candidates including the Chairman will be designated by CNRC; - the additional three candidates at position 13, 14 and 15 of the slate will be indicated by CNRC. All independent directors of Pirelli shall have the requisites of independence prescribed for directors of listed companies by Law and by the Corporate Governance Code (“Codice di Autodisciplina”). Should a director designated by the majority slate, resign or otherwise cease for any reason whatsoever to hold his/her office, the replacement shall be indicated by the relevant designating party of such director. Moreover, should it be necessary to appoint a new board of directors during the Term (as defined below), CNRC will deposit a slate in accordance with Pirelli By-laws and vote (or cause to be voted, as the case may be) in the shareholders’ meeting called for the appointment of the new board of directors, in favor of such slate. MTP undertakes to cause CF to vote in favor of the list presented by CNRC.

Board of Directors of Pirelli. The Renewal Shareholders Agreement provides that the Board of Directors of Pirelli to be appointed on the date of the approval of the balance sheet of the Company as at 31 December 31, 2019 2022 shall remain in office for a period of three financial years until the date of approval of the balance sheet of the Company as at 31 December 31, 20222025, shall be composed of up to 15 members, 8 of whom independent and shall be appointed through a slate-voting mechanism which shall ensure the following composition: 3 directors will be designated by the minority slates and 12 directors by the majority slate, at least 5 of whom to be independent. In particular: - , taking into account the measures contained in the Golden Power DPCM, the slate to be presented by CNRC will include Xx. Xxxxx Xxxxxxxxxx Proverainclude: - 4 (four) directors, of which 1 non-independent candidate and 1 independent candidate independent, designated by Camfin/MTP; - the other 9 candidates , including the Chairman Chief Executive Officer (which will be designated by CNRCCamfin); - 8 (eight) candidates including the additional three candidates at position 13, 14 and 15 of the slate will Pirelli Chairman to be indicated designated by CNRC. All independent directors of Pirelli shall have the requisites of independence prescribed for directors of listed companies by Law and by the Corporate Governance Code (“Codice di Autodisciplina”)Code. Should a director designated by the majority slate, resign or otherwise cease for any reason whatsoever to hold his/her office, the replacement shall be indicated by the relevant designating party of such director. Moreover, should it be necessary to appoint a new board of directors during the Term (as defined below), CNRC will deposit a slate in accordance with Pirelli By-laws and vote (or cause to be voted, as the case may be) in the shareholders’ meeting called for the appointment of the new board of directors, in favor of such slate. In this respect, the Parties also agree to negotiate in good faith possible governance changes should non-foreseeable events occur having a material impact on the value of Pirelli (provided that CNRC maintains the right to consolidate Pirelli). MTP undertakes to cause CF to vote in favor of the list presented by CNRC.

Board of Directors of Pirelli. The Renewal Shareholders Co-Investment Agreement provides that that, at Closing, the directors of Pirelli designated by Xxxxxxxxx (together with two directors designated by NP) shall resign form their office to allow the election by cooptation (“per cooptazione”), of the directors designated by the Strategic Investor. Also, in order to finalize the entry of the Strategic Investor in the Board of Directors of Pirelli, the CF Shareholders have agreed and undertaken to procure that, at the first shareholders’ meeting of Pirelli, to be convened after the date of execution of the Shareholders Agreement, CF will vote in favor of the confirmation of the co-opted directors. In addition, the CF Shareholders have agreed and undertaken to procure that, so far as it lies within their respective powers, to the extent possible and subject to reaching the necessary quorums in the Pirelli’s shareholders meeting, the Board of Directors of Pirelli to be appointed on the date of the approval of the balance sheet of the Company as at December 31, 2019 shall remain in office for a period of three financial years until the date of approval of the balance sheet of the Company as at December 31, 2022, shall will be composed of up 15 directors. Should however the number of the Pirelli directors be different from 15 as a result of a resolution adopted notwithstanding the opposition of CF, the principles agreed in the Shareholders Agreement shall be maintained and applied to 15 membersthe different number of directors approved by the Pirelli’s shareholders’ meeting, 8 of whom to the greatest extent possible, it being understood that if a director cannot be allocated in good faith to a CF Shareholder, such director shall be independent and shall be appointed through a slate-voting mechanism which shall ensure the following composition: 3 directors will be jointly designated by all the minority slates and CF Shareholders. The slate that shall be submitted by CF shall include 15 candidates; for the composition of the slate, please refer to the paragraph on the Governance di CF with respect to the first 12 directors candidates, while the outstanding 3 candidates shall be elected among the other candidates proposed (if any) by the majority slateother shareholders of Pirelli. In case of resignation, at least 5 replacement and revocation of whom the directors, the same provisions indicated for CF shall apply, mutatis mutandis and to the extent possible. All the candidates to be independent. In particular: - the slate to be presented by CNRC will include Xx. Xxxxx Xxxxxxxxxx Provera, 1 non-independent candidate and 1 independent candidate designated by MTP; - the other 9 candidates including the Chairman will be designated by CNRC; - the additional three candidates at position 13, 14 and 15 of the slate will be indicated by CNRC. All appointed as independent directors of Pirelli (i) shall have the requisites of independence prescribed for directors pursuant to article 2409-septiesdecies, para. 2, of listed companies by Law the Italian Civil Code, article 148, paragraph 3, of the Legislative Decree No. 58 of 24 February 1998 and by the Corporate Governance Code (“Codice di Autodisciplina”). Should a director designated ) issued by the majority slateCorporate Governance Committee for listed companies, resign or otherwise cease for any reason whatsoever to hold his/her office, the replacement and (ii) shall be indicated by managers or professionals of recognized international reputation and experience with a background in the relevant designating party management or administration of such director. Moreoverprimary financial institutions or big corporations, should it be necessary capable to appoint a new board devote sufficient time to participate in the activities of directors during Pirelli’s Board of Directors, as well as of the Term Management Control Committee (as defined belowand other internal committees), CNRC will deposit a slate in accordance with Pirelli By-laws and vote (or cause shall not to be voted, as the case may be) in the shareholders’ meeting called for the appointment any conflict of the new board of directors, in favor of such slate. MTP undertakes to cause CF to vote in favor of the list presented by CNRCinterest situation.

Board of Directors of Pirelli. The Renewal Shareholders Agreement provides that the Board of Directors of Pirelli to be appointed on the date of the approval of the balance sheet of the Company as at 31 December 31, 2019 2022 shall remain in office for a period of three financial years until the date of approval of the balance sheet of the Company as at 31 December 31, 20222025, shall be composed of up to 15 members, 8 of whom independent and shall be appointed through a slate-voting mechanism which shall ensure the following composition: 3 directors will be designated by the minority slates and 12 directors by the majority slate, at least 5 of whom to be independent. In particular: - particular the slate to be presented by CNRC will include include: - Xx. Xxxxx Xxxxxxxxxx Provera, 1 non-independent candidate and 1 independent candidate designated by MTP; - the other 9 (nine) candidates including the Pirelli Chairman will and Xx. Xxxxxxx Xxxxx, to cover the role of Pirelli CEO, to be designated by CNRC; - the 3 (three) additional three independent candidates at position 13, 14 and 15 of the slate will to be indicated designated by CNRC. All independent directors of Pirelli shall have the requisites of independence prescribed for directors of listed companies by Law and by the Corporate Governance Code (“Codice di Autodisciplina”)Code. Should a director designated by the majority slate, resign or otherwise cease for any reason whatsoever to hold his/her office, the replacement shall be indicated by the relevant designating party of such director. Moreover, should it be necessary to appoint a new board of directors during the Term (as defined below), CNRC will deposit a slate in accordance with Pirelli By-laws and vote (or cause to be voted, as the case may be) in the shareholders’ meeting called for the appointment of the new board of directors, in favor of such slate. In this respect, the Parties also agree to negotiate in good faith possible governance changes should non-foreseeable events occur having a material impact on the value of Pirelli (provided that CNRC maintains the right to consolidate Pirelli). MTP undertakes to cause CF to vote in favor of the list presented by CNRC.