Common use of Management of Pirelli Clause in Contracts

Management of Pirelli. The Renewal Shareholders Agreement provides that the Management will benefit of the value creation at the level of Pirelli, through challenging incentive mechanisms (also including a stock option plan with cash settlement option for Pirelli) to be developed on the basis of a long term incentive plan according to the best international market practice. The Pirelli’s Management - under the supervision of Pirelli CEO and General Manager, in coordination with the Pirelli Executive Vice Chairman and the Board of Directors - shall be in charge of the day-to-day management of Pirelli, of the implementation of the business plan and of the recruitment and growth of key personnel of Pirelli and its group, except the appointment and removal from office of the key managers of Pirelli indicated above. Pursuant to the measures under the Golden Power DPCM, CNRC commits in order that the Bylaws of Pirelli shall be modified in such a manner that, in relation to board decisions relating to the nomination and revocation of the offices of managers with strategic responsibility, the proposal will be reserved for the Pirelli CEO and any decision contrary to the same can be adopted only with the vote of at least 4/5 of the Board of Directors;

Management of Pirelli. The Renewal Shareholders Agreement provides that the Management will benefit of the value creation at the level of Pirelli, through challenging incentive mechanisms (also including a stock option plan with cash settlement option for Pirelli) to be developed on the basis of a long term incentive plan according to the best international market practice. The Pirelli’s Management - under the supervision of Pirelli CEO and General Manager, in coordination with the Pirelli Executive Vice Chairman and the Board of Directors - shall be in charge of the day-day- to-day management of Pirelli, of the implementation of the business plan and of the recruitment and growth of key personnel of Pirelli and its group, except the appointment and removal from office of the key managers of Pirelli indicated above. Pursuant to the measures under the Golden Power DPCM, CNRC commits in order that the Bylaws of Pirelli shall be modified in such a manner that, in relation to board decisions relating to the nomination and revocation of the offices of managers with strategic responsibility, the proposal will be reserved for the Pirelli CEO and any decision contrary to the same can be adopted only with the vote of at least 4/5 of the Board of Directors;