PRE offer details

STRUCTURE DEFINED FOR OVERALL OFFER OF SHARES IN PIRELLI & C. REAL ESTATE:
40% OF STOCKS TO BE FLOATED ON THE MARKET

Milan, May 9th, 2002 - The Board of Managing Partners of Pirelli & C. have examined the structure of the Overall Offer, subject to the necessary authorisations, for permission to quote their subsidiary company, Pirelli & C. Real Estate. Also in view of the decision of the Board of Directors of Pirelli & C. Real Estate to invite subscriptions for a maximum of 4,050,000 shares, Pirelli & C. have decided to offer for sale a maximum of 10,100,000 of its own shares, thus bringing the total number of shares involved in the Overall Offer to a maximum of 14,150,000 shares. The Board of Managing Partners also passed a resolution to grant a greenshoe option to the Joint Book Runners (Mediobanca and Morgan Stanley) for a maximum of 2,100,000 shares.

As a result, in the event of the complete placing of the shares involved in the Overall Offer, and the full exercising of the greenshoe option, the offer would account for 40% of the share capital of Pirelli & C. Real Estate.

The Co-ordinators of the Overall Offer are Mediobanca, Morgan Stanley, and UBM.

Furthermore - in the light of the decision of the Board of Directors of Pirelli & C. Real Estate to adopt a single, preset programme and to actively involve the staff and management in the value growth of the company, by means of a stock option plan for the three-year period 2002 - 2004 - the Board of Pirelli & C. decided to close and amend the current stock option plans in favour of directors, managers and employees of Pirelli & C. Real Estate and of its affiliate and associated companies..

In this way Pirelli & C. intend to maintain the majority of the share capital of Pirelli & C. Real Estate, even after the Overall Offer, and at the same time intend to create a significantly high quantity of floating stocks in Pirelli & C. Real Estate.

The reacquisition, which regards a maximum of 3,378,544 shares, will be finalised before the prospective quotation and will be implemented at a price equal to that set for the Pirelli & C. Real Estate shares offered as part of the planned Overall Offer.

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