Pirelli calls Shareholders' meeting

Pirelli & C. S.p.A today announced that its Shareholders’ Meeting, in ordinary and extraordinary session, will take place in Milan at 214 Viale Sarca at 10.30 a.m. on Wednesday 20 April 2011 on first call and at 10.30 a.m. on Thursday 21 April 2011 on second call. It is at present expected that the shareholders’ meeting can take place and deliberate on second call. As well as deliberating on the matter of the approval of the 2010 company accounts, the shareholders’ meeting should also address – through slate vote – the renewal of the Board of Directors, which having completed its term expires. Further, the Company – ahead of the required date (effectively next year) contained in the Code of Self-Regulation and more recently in the Testo Unico of the financial law – has decided to adopt a general Policy of remuneration, to submit to a consultative vote of shareholders. The Policy contains the guidelines for the definition of the remuneration of executive directors and management in general. In extraordinary session, a proposal will be submitted to shareholders for modifications to the company bylaws, primarily aimed at adopting into the bylaws certain powers foreseen by the Italian legislator when it adopted the community directive with regard to the exercise of certain shareholder rights in listed companies (shareholders’ rights directive). Also in extraordinary session, the voluntary reduction of company capital for a value of 32,498,345.12 euro will be proposed, in accordance with article 2445 of the civil code, to impute to net assets. This reduction is aimed at completing the operation of assignation of Prelios SpA shares (formerly Pirelli RE SpA) implemented in 2010 and does not entail any reduction of company capital as the amount of the reduction, being destined to net assets, is aimed at annulling the negative reserve generated with the conclusion of the operation of assignation. The Directors statements and the proposals for deliberation regarding all matters in the order of the day are available to the public at the Company’s headquarters – 25 Viale Piero e Alberto Pirelli, Milan -and  Borsa Italiana S.p.A. and published on the Company’s website www.pirelli.com as here indicated: -        today, in concomitance with the publication of the calling of the shareholders’ meeting, the Directors’ report relative to the nomination of the Board of Directors and the Consultation on the Group’s General Policy of Remuneration will be available; -        by 21 March 2011 the documentation regarding the modifications to the bylaws and the voluntary reduction of company capital will be available; -        by 29 March the Annual Financial Report (including the 2010 results, the consolidated balance sheet, the report on operations and the attestation of art. 154-bis, comma 5, of legislative degree 24 February 1998, n. 58), together with reports from the internal and external auditors, on the company’s governance and its proprietary structure will be available. The documentation relative to the balance sheets of controlled or related companies will be made available at the company headquarters by 5 April 2011. PDF Version (40 KB)