PIRELLI: SHAREHOLDERS MEETING CALLED FOR 15 JUNE 2021
PARTICIPATION OF SHAREHOLDERS WILL BE THROUGH THE APPOINTED REPRESENTATIVE
Milan, 20 April 2021 – Pirelli & C. S.p.A. announces that today it is called – in ordinary session – a Shareholders’ Meeting in Milan, Via Agnello no. 18, at the offices of Studio Notarile Marchetti, at 10.00 a.m. on Tuesday 15 June 2021 in sole call.
As well as deliberating with regard to the 2020 financial statements and the allocation of result and distribution of dividends, the Shareholders’ Meeting shall also resolve upon the appointment of Giorgio Luca Bruno as member of the Board of Directors, and - through the slates system – the appointment of the new Board of Statutory Auditors for the next 3-year period, determining the relative compensation and appointing the Chairman. The Shareholders’ Meeting shall also be called to approve the remuneration policy for 2021 financial year, to express an advisory vote on the compensations paid in 2020 and to approve the adoption of the 3-year monetary incentive plan for the period 2021/2023 for the Pirelli Group’s management. With regard to the prior three-year monetary incentive plan for the period 2020/2022 approved by the Shareholders’ Meeting on 18 June 2020, the Shareholders’ Meeting shall also resolve upon the adjustment of the cumulative Group Net Cash Flow (before dividends) objective and upon the option to normalize the potential effects on the relative Total Shareholder Return objective following the acquisition of Cooper by Goodyear (at the beginning of 2021), included in the reference panel of the TSR objective.
Today, at the same time as the publication of the notice of call for the Shareholders’ Meeting, the Annual Financial Report as at 31 December 2020 – including the draft financial statements, the consolidated financial statements, the management report and the certification pursuant to article 154-bis, paragraph 5, of Legislative Decree 24 February 1998 no. 58 (“TUF”), together with the reports of the Board of Statutory Auditors and the independent auditors, the Consolidated non-financial disclosure pursuant to Legislative Decree of 30 December 2016 no. 254 (chapter “Report on Responsible Management of the Value Chain”) accompanied by its respective Report by the Auditing Company and the annual Report on corporate governance and share ownership and Report on remuneration, prepared pursuant respectively articles 123-bis e 123-ter of the TUF - is made available to the public at the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25, at Borsa Italiana S.p.A. and at the authorised storage mechanism eMarket Storage (emarketstorage.com), as well as published on the Company’s website www.pirelli.com.
At the same time as the publication of the notice of call for the Shareholders’ Meeting - and in the same ways mentioned above - the reports by Directors and the resolutions proposals related to the remaining items on the agenda, as well as information documents regarding the fifth item on the agenda, are made available to the public.
With regard to the third item on the agenda, it is also made available to the public, in the same ways mentioned above, the Document of the outgoing Board of Statutory Auditors prepared pursuant to the rules of conduct of the Board of Statutory Auditors for listed companies issued by the National Council of Chartered Accountants and Accounting Experts (“CNDCEC”) on 26 April 2018.
Conduct of the Shareholders’ Meeting
In order to minimise the risks arising from the current health emergency linked to the spread of the SARS-CoV-2 virus (COVID-19), the Company has made use of the option to have those entitled to vote at the Shareholders’ Meeting do so exclusively through the Appointed Representative, without the physical participation of the entitled persons. For further information regarding the Shareholders’ Meeting please refer to the notice of call and to what is indicated in the Company’s website in the section dedicated to the event.