THE CYBER TYRE SYSTEM’S PHYSICAL AND VIRTUAL SENSORS WILL ENABLE THE OPTIMIZATION OF VEHICLE FUNCTIONALITY THROUGH THE REAL-TIME TRANSMISSION OF INFORMATION

CASALUCI: IN ADDITION TO AGREEMENTS ALREADY SIGNED, THIS NEW PARTNERSHIP, WORKED ON FOR SOME TIME, WILL ENABLE THE STRENGTHENING OF THE CYBER TYRE ECOSYSTEM

SERRA: WE ENTHUSIASTICALLY WELCOME THIS OPPORTUNITY TO EXPAND ADVANCED COMPETENCIES THROUGH THE CYBER TYRE ECOSYSTEM

Milan, 5 August 2026 - Pirelli and the Abet Group have signed an agreement to jointly develop technologies aimed at the creation of remote-controlled electric ground vehicles for rescues on land and in particularly rugged and extreme environments.

Pirelli will bring to the partnership the skills and technologies developed for the Cyber Tyre, as well as the use of optical sensors, which will enable the transmission of information to the vehicle in real time enabling maximum grip in different environmental conditions and optimizing the remote control of the vehicle.

The collaboration also calls for the development of a dedicated tyre for the vehicle based on Pirelli’s proprietary Run Forward technologies, which will enable the vehicle to confront and adapt to the most extreme surfaces.

Within the scope of the agreement, it is foreseen that Pirelli and Abet High Tech Solutions will jointly develop advanced models of AI and Machine Learning, drawing on their complementary skills and experiences. The development activities aim to integrate and enhance the data coming from the vehicle and Cyber Tyre systems (sensors, cameras), with the goal of developing predictive models and innovative functionalities on board the vehicle.

Andrea Casaluci, Pirelli CEO, said: “After the partnerships signed with Bosch, Movyon, Regione Puglia, Univrses and Ridesense, we have finalized a new agreement, one we worked on for some time, which will allow us to further strengthen our Cyber Tyre platform. We knew that Cyber Tyre technology would be ideal for the driving optimization of rescue vehicles working in extreme conditions and this led us to the Abet Group as the ideal partner in this phase. Cyber Tyre technology and its applications enable the collection of data and information useful in guaranteeing greater precision and reliability of vehicles designed to move and operate in extreme conditions. This sector represents an interesting market segment that we want to explore, convinced as we are of the potential of our technology and the value that it could deliver for Pirelli”.

Fulvio Serra, Abet HTS CEO, said: “We are grateful to Pirelli for choosing Abet High Tech Solutions as technological partner for the development of the Cyber Tyre platform on our remote-controlled vehicles. The UGV (Unmanned Ground Vehicles) represent the cutting edge of a new field in which continuing innovation becomes fundamental. We are talking about compact and essential tyre-fitted vehicles, very sophisticated in design and operating in hostile conditions: in military logistics and rescue in operational theatres and sensitive areas; in complex rescue operations following natural catastrophes like earthquakes or situations like fires or operations in highly polluted or potentially radioactive places. The reliability of the tyre and the collection of data and information greatly increase performance capacity and usage safety, making the Cyber Tyre technology indispensable.”

Following the signing of this agreement, which involves activities of strategic importance, Pirelli will proceed, together with Abet HTS, to notify the Golden Power office in accordance with article 1 of legislative decree 21/2012.

Published on: 5 August 2026, 19:05 CET

2026 TARGETS ANNOUNCED IN MAY CONFIRMED

***

First Half 2026

- Revenues: 3,494.5 million euro, with organic growth of +2.5% excluding effect of forex and hyper-inflation (-2.1%) and variation of the scope of consolidation (-0.5%). Including these effects, revenues were stable compared with first half 2025 (3,498.6 million euro);

- Further strengthening of High Value (82% of sales, 80% in first half 2025);

- Price/Mix: +2.5% supported by the ongoing improvement of the product mix and the positive contribution of the regional mix;

- Adjusted Ebit: 557.8 million euro (558.3 million euro in first half 2025), with margin stable at 16%;

- Net profit: +13.3% to 299.0 million euro (264.0 million euro in first half 2025) thanks also to lower financial charges;

- Net cashflow before dividends and consolidation of Xushen Tyre of -556.9 million euro, (-547.1 million euro in first half 2025 excluding the positive impact of the disposal of Dakia AB);

- Net Financial Position: -1,915.9 million euro (-2,678.7 million euro on 30 June 2025 and -1,102.0 million euro on 31 December 2025);

- Partnerships stipulated in the sustainability area linked to materials’ circularity.

Second quarter 2026

-  Revenues: 1,757.3 million euro, with organic growth of 1.4% excluding the effect of forex and hyper-inflation (+0.4%) and the variation of the scope of consolidation (-0.8%). Including these effects, growth was 1.0% compared with 1,740.0 in the second quarter of 2025;

- Price/Mix: +2.9% thanks to the improvement of the product mix and positive contribution of the regional mix;

- Adjusted Ebit: 280.4 million euro, +0.7% compared with 278.5 million euro in second quarter 2025;

- Adjusted Ebit Margin stable at 16%;

-  Net profit: +3.9% at 142.2 million euro (136.8 million in second quarter 2025).

***

Milan 29 July 2026 – The Board of Directors of Pirelli & C. Spa met today and majority approved results to 30 June 2026, with the contrary vote of board members Zhang Haitao, Xi Xiaohong and Wang Kun because of the declaration of control by MTP Spa contained in the financial report. 

The results of the first half of 2026 confirm the resilience of Pirelli’s business model and the effective implementation of the strategic programs, despite an economic context still characterized by elevated volatility and persistent geopolitical tensions.

In particular:

-  Commercial Program

In the first half of 2026 Pirelli further consolidated its leadership in High Value, the Car and Moto volumes of which grew by 3.5%, with increased market share in both businesses. The performance was supported by both the Original Equipment channel, thanks to partnerships with the principal carmakers in North America and APAC, and the Replacement channel, thanks to the strength of the Brand, quality of the offering and continuing consumer appreciation for Pirelli products.

Standard volumes decreased by -8% reflecting the strategy of growing selectivity, particularly in South America, through the reduction of exposure to segments with lower margins.

The performance described above translates for Pirelli into stable total volumes in the first half of 2026.

-  Innovation Program

In the first half of 2026 Pirelli garnered around 200 new homologations with the principal Premium and Prestige carmakers, of which 90% for rim sizes ≥19 inches. Specialties account for 70% of new homologations, while 60% are for electric vehicles (BEV and PHEV). The high level of technological content in Pirelli products earns the constant recognition of the main Premium and Prestige carmakers – as testified by the homologations obtained in the first half for the Ferrari Luce, Rivian R2S and the new Audi Q7 and Q9 SUVs – both in comparative tests in the Car segment, where Pirelli achieved 8 victories in just the first half of 2026.

In terms of the product portfolio, the offering was further broadened with the launch, in the Car replacement segment, of the new Scorpion AS 4 in North America, in Moto with the marketing of the Metzeler Sportec 01 RS and in Cycling with the introduction of the new Cinturato Gravel RH and RM. In conclusion, the development of the Cyber Tyre continues through strategic partnerships with leading operators in the fields of connectivity and autonomous driving, such as Univrses, RideSense and Niulinx, with the goal of further strengthening of the technological platform.

-  Efficiencies’ Program

In the first half of 2026 the Company achieved gross benefits of 81 million euro, equal to around 54% of the annual target, in line with expectations. The result reflects, in a particular manner, the progress of the product design program and the improvement of industrial productivity. Given the Middle East crisis and resulting impacts on the cost of raw materials, energy and transport, the company quickly activated mitigation initiatives which include price increases and additional cost containment measures.

In the first half of 2026 Pirelli registered positive performances in the principal economic indicators.

Revenues amounted to 3,494.5 million euro, with organic growth of +2.5% excluding the combined effect of forex and the application of hyper-inflation accounting (equal to -2.1% overall), as well as the variation to the scope of consolidation (-0.5%) following the sale of Däckia AB. Including these effects, stable (-0.1%) compared with the first half of 2025 (3,498.6 million euro).

High Value represents 82% of total sales (80% in the first half of 2025).

In the second quarter of 2026 revenues totaled 1,757.3 million euro, with organic growth of +1.4% compared with the same period of 2025. Growth of 1.0% compared with the first half of 2025 including the effect of forex and hyper-inflation (+0.4%) and the variation of the scope of consolidation (-0.8%).

Published on: 29 July 2026, 17:50 CET

Published on: 16 July 2026, 19:02 CET

CLAUDIA PARZANI ELECTED LEAD INDEPENDENT DIRECTOR WITH MAJORITY

MEMBERS OF BOARD COMMITTEES AND SUPERVISORY BODY NOMINATED

INTERNATIONAL ADVISORY BOARD INSTITUTED WITH MAJORITY VOTE

***

NEW BOARD INFORMED OF A MULTI-YEAR INVESTMENT PLAN FOR THE UNITED STATES OF BETWEEN APPROXIMATELY 1 AND 1.2 BILLION DOLLARS, ALREADY EXAMINED DURING THE PREVIOUS MANDATE

COMPANY MANAGEMENT WILL SEEK APPROVAL FOR THE PLAN AT AN UPCOMING BOARD OF DIRECTORS’ MEETING

***

BOARD ACKNOWLEDGES THAT MARCO TRONCHETTI PROVERA HAS DECLARED CONTROL OF PIRELLI

***

Milan, 30 June 2026 – The Board of Directors of Pirelli & C. SpA, nominated on 25 June 2026, met today for the first time and the majority nominated Marco Tronchetti Provera as Executive Chairman, with the contrary vote of board member Zhang Haitao and abstention of board members Xi Xiaohong and Wang Kun. 

The Board also elected with a majority Giovanni Tronchetti Provera as Vice Chairman, with the contrary votes of Zhang Haitao, Xi Xiaohong and Wang Kun. 

The Board unanimously confirmed Andrea Casaluci as Chief Executive Officer (CEO).

The Board acknowledged that the Executive Chairman holds the legal representation of the Company and the other powers foreseen in the current Bylaws, giving him power in relation to general strategies, also financial and organizational and supervision of the proposal, activation and implementation of the budget and the multi-year strategic, industrial and financial plans of Pirelli and its group by the Chief Executive Officer of Pirelli, as well as the powers relative to communication, shareholder relations and national and international institutional relations.

The CEO’s powers, as foreseen in the current Bylaws, were confirmed, as well as all the powers for the operational management of Pirelli. The CEO was also given the powers to manage and develop the areas of sustainability and Motorsport, supported in these areas by the Vice-Chairman.

The Board of Directors acknowledged, notwithstanding the legal evaluations that it will be called upon to carry out, the communication received yesterday from Marco Tronchetti Provera & C. S.p.A. regarding the existence of control over the Company by Mr. Marco Tronchetti Provera (through the company Marco Tronchetti Provera & C. S.p.A.  (“MTP&C S.p.A.”) that in turn controls Camfin S.p.A., Camfin Alternative Assets S.r.l. and Longmarch Holding S.r.l.), following the Shareholders' Meeting held on 25 June, which saw the slate presented by MTP&C S.p.A., together with Camfin S.p.A., Camfin Alternative Assets S.r.l. and Longmarch Holding S.r.l., express the majority of the members of the board of directors and all executive officers.

The Board of Directors also ascertained, on the basis of the available information and statements issued by the interested parties – the existence of the requisites asked to directors to hold the role and in particular of independence (both in accordance with D.Lgs. 58/1998 and Code of Corporate Governance for listed companies, and the internal “Independence Criteria” procedure adopted by the Company) for Michele Carpinelli, Alessia Carnevale, Roberto Diacetti, Moroello Diaz della Vittoria Pallavicini, Costanza Esclapon de Villeneuve, Claudia Parzani, Veronica Squinzi, Michela Zeme, Xi Xiaohong and Wang Kun (in total 10 independent directors out of 15 board members), while the director Luca Rovati, declared that he no longer qualifies as an independent director because of his role as a shareholder in Camfin, following the declaration of control of the company by Mr. Marco Tronchetti Provera through MTP&C S.p.A.

The Board is thus composed: Marco Tronchetti Provera (Executive Chairman), Giovanni Tronchetti Provera (Vice-Chairman), Andrea Casaluci (Chief Executive Officer), Alessia Carnevale (independent), Michele Carpinelli (independent), Roberto Diacetti (independent), Moroello Diaz della Vittoria Pallavicini (independent), Costanza Esclapon de Villeneuve (independent), Claudia Parzani (independent), Luca Rovati, Veronica Squinzi (independent), Michela Zeme (independent), Zhang Haitao, Xi Xiaohong (independent) and Wang Kun (independent). The curricula of the directors are available online at www.pirelli.com. 

The Board with a majority vote nominated Claudia Parzani as Lead Independent Director, with the abstention of board member Zhang Haitao. 

Board Committees and Supervisory Body

Given the new composition of the Board of Directors, the Board proceeded to nominate the members of the Board Committees that, in respect of the recommendations of the Code of Corporate Governance and the measures of the Prime Ministerial Decree of 10 April 2026, DPCM Golden Power, are therefore composed as follows:

-     Strategies Committee: Marco Tronchetti Provera (Chairman), Andrea Casaluci (Deputy-Chairman), Michele Carpinelli, Claudia Parzani, Luca Rovati, Veronica Squinzi, Giovanni Tronchetti Provera;

-     Sustainability Committee: Giovanni Tronchetti Provera (Chairman), Veronica Squinzi (Deputy-Chairman), Michele Carpinelli, Costanza Esclapon de Villenueve, Xi Xiaohong;

-     Remunerations Committee (to which are attributed the main functions established for the Nomination Committee by the Code of Corporate Governance): Claudia Parzani (Chairman), Veronica Squinzi (Deputy-Chairman), Alessia Carnevale, Roberto Diacetti, Wang Kun;

-     Audit, Risks and Corporate Governance Committee: Alessia Carnevale (Chairman), Roberto Diacetti (Deputy-Chairman), Moroello Diaz della Vittoria Pallavicini, Costanza Esclapon de Villenueve, Michela Zeme;

-     Related-Party Transactions Committee: Roberto Diacetti (Chairman), Moroello Diaz della Vittoria Pallavicini (Deputy-Chairman), Alessia Carnevale, Costanza Esclapon de Villenueve, Michela Zeme.

The Board of Directors also instituted the International Advisory Board (“IAB”) with the aim of providing analyses, orientation and monitoring activities regarding the evolution of geopolitics, the economy, technologies, markets, supply chains, regulation and societal factors liable to influence the Groups’ strategy, competitiveness, resilience and sustainable value creation in the medium-to-long term. The IAB, nominated with a majority and the abstention of board members Zhang Haitao and Xi Xiaohong,  will be composed of Marco Tronchetti Provera (Chairman), Andrea Casaluci, Giovanni Tronchetti Provera, Luca Cordero di Montezemolo, Domenico De Sole, Charles Gordon-Lennox, Horacio Pagani and Mariangela Zappia.

The IAB will refer to the Board at least twice a year with a “Geopolitical & Strategic Outlook Report”. It does not have management or control functions or decision-making powers but will formulate non-binding analyses and non-binding opinions for the Board of Directors, relevant Committees and the Group’s top management.

The Board of Directors, with the prior favourable opinion of the Board of Statutory Auditors, confirmed Fabio Bocchio as the manager responsible for the preparation of the corporate financial documents and tasked him with the certification of the consolidated sustainability report.

The Board of Directors also nominated Carlo Secchi (Chairman), Andrea Pecchio (Deputy-Chairman), Maura Campra, Paolo Domenico Sfameni and Alberto Bastanzio as components of the supervisory body, which expired together with the Board that had nominated it.

It should be noted that to the Company’s knowledge, as of today, except for Mr. Marco Tronchetti Provera, who indirectly holds 26.49% of Pirelli, no one on the Board of Directors owns Pirelli shares.

***

In conclusion, it should be noted that – during today’s meeting – the Board was informed of a multi-year investment plan for the United States of between approximately 1 and 1.2 billion dollars, which had already been considered during the previous mandate. The investment will be on the agenda of an upcoming Board Meeting for approval and will deliver an increase of production capacity in the United States, including the development of Cyber™ Tyre technology. Pirelli, in fact, thanks to changes in its governance established by the DPCM Golden Power, was able to agree in principle to terms with the BIS (US Department of Commerce Bureau of Industry and Security) that will allow the introduction of the Cyber™ Tyre on the US market. The expansion plan will support the growth of the High Value segment in North America and strengthen the local-for-local strategy in this market, as already happens in China and Europe.

The investment is seen constituting an integral part of the next Industrial Plan and has no impact on 2026 targets. The project, which will be developed over the coming years, will not change the company’s investment profile, with the ratio between investments (capex) and revenues maintained at the usual level of around 7%.

Published on: 30 June 2026, 17:53 CET

DISTRIBUTION OF DIVIDEND OF EURO 0.34 PER SHARE RESOLVED

NEW BOARD OF DIRECTORS APPOINTED

REMUNERATION POLICY FOR 2026 AND NEW 2026-2028 LTI PLAN APPROVED

VOTE IN FAVOUR OF REPORT ON COMPENSATIONS PAID IN 2025

Milan, 25 June 2026 – The Shareholders’ Meeting of Pirelli & C. SpA (the “Company”) took place today, in ordinary session, at Studio Marchetti in Milan, with interventions of those entitled to vote exclusively through the Appointed Representative. The Shareholders’ Meeting was attended by 81.44% of the capital with voting rights.

The Shareholders’ Meeting approved the 2025 Annual Report, which closed with a net profit of EUR 285.2 million for the parent company and a consolidated net profit of EUR 530.7 million, with the favorable vote of approximately of 57.89% and the contrary vote of 41.97% of the capital represented at the Shareholders’ Meeting (that latter equal to 34.18% of the share capital, corresponding almost exclusively to the 34.1% stake held by Marco Polo International Italy S.r.l. controlled by Sinochem). The Shareholders’ Meeting also approved with the favourable vote of over 99.99% of the capital represented at the Shareholders’ Meeting the distribution of a total dividend of EUR 0.34 per ordinary share, also drawing on distributable retained earnings reserves, equal to a total dividend payout of approximately EUR 369 million, before any legal withholding: (i) approximately EUR 260 million euro, through the distribution of the entire amount of profit for the financial year ended 31 December 2025, remaining after the allocation of approximately EUR 25 million to the legal reserve; (ii) approximately EUR 109 million, through the partial distribution of an extraordinary dividend from the “Retained Earnings Reserve”, resulting from the financial statements as of 31 December 2025. The dividend will be paid on 22 July 2026 (ex-dividend date on 20 July 2026 and record date on 21 July 2026).

The Shareholders’ Meeting appointed the Board of Directors for the years 2026-2027-2028 (up to the approval of the results to 31 December 2028) through the slate voting system, determining 15 as the number of members, of whom 11 independents.

Based on the two lists presented, the following were appointed Directors of the Company:

· Marco Tronchetti Provera (Candidate in possession of the specific professional expertise required for the position of Chairman of the Board of Directors, whose appointment is entrusted to the Board of Directors)

· Andrea Casaluci (Candidate in possession of the specific professional expertise required for the position of Chief Executive Officer, whose appointment is entrusted to the Board of Directors)

· Michele Carpinelli (independent)

· Luca Rovati (independent)

· Giovanni Tronchetti Provera

· Alessia Carnevale (independent)

· Roberto Diacetti (independent) (Candidate indicated, following a thorough review conducted with the assistance of Crisci&Partners, an external and independent advisor, by the Management Committee to Marco Tronchetti Provera & C. S.p.A. and Camfin S.p.A. for evaluation for inclusion in the Slate)

· Moroello Diaz della Vittoria Pallavicini (independent) (Candidate indicated, following a thorough review conducted with the assistance of Crisci&Partners, an external and independent advisor, by the Management Committee to Marco Tronchetti Provera & C. S.p.A. and Camfin S.p.A. for evaluation for inclusion in the Slate)

· Costanza Esclapon de Villeneuve (independent) (Candidate indicated, following a thorough review conducted with the assistance of Crisci&Partners, an external and independent advisor, by the Management Committee to Marco Tronchetti Provera & C. S.p.A. and Camfin S.p.A. for evaluation for inclusion in the Slate)

· Claudia Parzani (independent)

· Veronica Squinzi (independent)

· Michela Zeme (independent)

Taken from the so-called majority slate (voted by approximately 58.07% of the share capital represented at the Shareholders’ Meeting) presented by Camfin S.p.A., together with Camfin Alternative Assets S.r.l., Longmarch Holding S.r.l. and Marco Tronchetti Provera & C. S.p.A.,

and:

· Zhang Haitao

· Xi Xiaohong (independent)

· Wang Kun (independent)

Taken from the so-called minority slate (voted by approximately 41.9% of the share capital represented at the Shareholders’ Meeting) presented by Marco Polo International Italy S.r.l.

The curricula of the Directors can be consulted on the Company’s website www.pirelli.com  

The Shareholders’ Meeting, with the favorable vote of approximately 99.82% of the share capital represented, resolved: (i) for each member of the Board of Directors an amount of EUR 75.000 gross per year for the position, in addition to reimbursement of expenses, (ii) for Directors who will serve as Chairpersons of the committees to be established by the Board of Directors, an annual gross amount of up to EUR 65,000 for the position, leaving the exact amount to be determined by the Board of Directors, and (iii) for each member of the committees to be established by the Board of Directors, an amount of up to EUR 45,000 gross per year for the position, with the exact amount to be determined by the Board of Directors.

The Shareholders’ Meeting also approved the remuneration Policy for 2026 (with 92.28% of the capital represented at the Shareholders’ Meeting) and expressed itself in favour (with 82.35% of the capital present) of the Report on compensation paid in 2025. The Shareholders’ Meeting also approved (with 96.61% of the capital represented) the adoption of the 3-year monetary incentive Plan for 2026-2028 (LTI Plan) for the management of the Pirelli group and approved (with 99.5% of the capital represented) the so-called “Directors and Officers Liability Insurance” insurance policy.

Finally, with regard to 3-year monetary incentive Plan for 2023-2025, 2024-2026 and 2025-2027, already approved by Shareholder Meetings respectively on 31 July 2023, 28 May 2024 and 12 June 2025, the Shareholders Meeting approved (with 96.87% of the capital represented) the normalization of the effects stemming from the extraordinary operation relative to one of the companies included in the reference table for the relative TSR target, with the aim of assessing its impact on the relative TSR.

During the Shareholders’ Meeting, Marco Tronchetti Provera, who presided at the meeting, thanked the Board of Directors, having concluded its mandate, and, in particular, the outgoing Chairman Jiao Jian and the outgoing Directors, Chen Aihua, Chen Qian, Paola Boromei, Alberto Bradanini, Domenico De Sole, Fan Xiaohua, Marisa Pappalardo, Giovanni Lo Storto and Grace Tang for their work for the Company and the results obtained.

***

Note that the Annual Financial Report to 31 December 2025 – including the draft financial statements, consolidated financial statements, management report, including the Consolidated Sustainability Reporting in accordance with Legislative Decree 125/2024, the certification pursuant to article 154-bis, subsections 5 and 5-ter, of the Legislative Decree of 24 February 1998, no. 58 (“TUF”), the annual Report on corporate governance and structure of share ownership and the Remuneration policy and compensation paid – together with the relevant reports of the Board of Statutory Auditors and the auditing company, has been made available to the public at the Company’s registered office in Milan, Viale Piero e Alberto Pirelli no. 25 and at the authorized storage mechanism eMarket Storage (emarketstorage.com), as well as published on the Company’s website www.pirelli.com.

The minutes of the Shareholders’ Meeting will be available to the public by 25 July 2026.

***

The first meeting of the new Board of Directors has been called for 30 June 2026 to deliberate regarding the Company’s governance and in particular the appointment of the Chairman and that of the Chief Executive Officer.

Published on: 25 June 2026, 15:15 CET

Pirelli wishes to make clear that the aforementioned appeals will not affect the regular conduct of the shareholders’ meeting scheduled for 25 June 2026 to address, among other things, the renewal of the Board of Directors on the basis of the slates presented by shareholders in respect of the Golden Power DPCM, as already communicated to the market.

Pirelli, however, reserves the right to intervene in the aforementioned judgement to defend its legal and economic position in the interests of the Company and its shareholders and, where necessary, before all the relevant jurisdictional authorities.

Published on: 8 June 2026, 8:00 CET

Published on: 4 June 2026, 10:40 CET

Published on: 3 June 2026, 18:10 CET

Camfin S.p.A., together with Camfin Alternative Assets S.r.l., Longmarch Holding S.r.l. and Marco Tronchetti Provera & C. S.p.A., overall holding the 26,18% of Pirelli share capital, presented a slate of candidates composed as follows:

Slate n. 1

1.    Marco Tronchetti Provera ⁽¹⁾

2.    Andrea Casaluci ⁽²⁾

3.    Michele Carpinelli ⁽³⁾

4.    Luca Rovati ⁽³⁾

5.    Giovanni Tronchetti Provera

6.    Alessia Carnevale ⁽³⁾

7.    Roberto Diacetti ^{(3) (4)}

8.    Moroello Diaz della Vittoria Pallavicini ^{(3) (4)}

9.    Costanza Esclapon de Villeneuve ^{(3) (4)}

10.  Claudia Parzani ⁽³⁾

11.  Veronica Squinzi ⁽³⁾

12.  Michela Zeme ⁽³⁾

13.  Roberto Burini ⁽³⁾

14.  Antonella Carù ⁽³⁾

15.  Alberto Villani ⁽³⁾

(1)   Candidate in possession of the specific professional expertise required for the position of Chairman of the Board of Directors, whose appointment is entrusted to the Board of Directors.

(2)   Candidate in possession of the specific professional expertise required for the position of Chief Executive Officer, whose appointment is entrusted to the Board of Directors.

(3)   Candidate with the requirements to be qualified as “independent”, pursuant to Article 148, paragraph 3, of the TUF and to the Corporate Governance Code..

(4)   Candidate indicated, following a thorough review conducted with the assistance of Crisci&Partners, an external and independent advisor, by the Management Committee to Marco Tronchetti Provera & C. S.p.A. and Camfin S.p.A. for evaluation for inclusion in the Slate.

Furthermore, pursuant to Article 126-bis, paragraph 1, penultimate sentence of the TUF, Camfin S.p.A., together with Camfin Alternative Assets S.r.l., Longmarch Holding S.r.l. and Marco Tronchetti Provera & C. S.p.A., have also presented the following proposals to be submitted to the Shareholders’ Meeting:  

· if, following the slate voting procedure referred to in Article 10.9 of the Bylaws, not all the directors to be elected have been appointed and the remaining directors therefore need to be appointed by a separate resolution pursuant to Article 10.12 of the Bylaws, to appoint to for this purpose, by means of a single vote, the unelected candidates indicated on the Slate in the order in which they appear on it, until all available positions are filled;

· to allocate, in line with the previous term of office:  

i. to each member of the Board of Directors an amount of 75,000 euros gross per annum for the position, in addition to reimbursement of expenses;

ii. to Directors holding the offices of Chairman of the committees set up by the Board of Directors, an amount of up to 65,000 euros gross per annum for the office, leaving the precise quantification to the Board of Directors;

iii. to each member of the committees set up by the Board of Directors, an amount of up to 45,000 euros gross per annum for the office, leaving the precise quantification to the Board of Directors.

Marco Polo International Italy S.r.l. which holds a total of 34,1% of Pirelli share capital, presented a slate composed as follows:

Slate n. 2

1.    Zhang Haitao

2.    Xi Xiaohong ⁽¹⁾

3.    Wang Kun ⁽¹⁾

(1)   Candidate with the requirements to be qualified as “independent”, pursuant to Article 148, paragraph 3, of the TUF and to the Corporate Governance Code.

The slates and the proposals, together with the supporting documentation, will be made available to the public by Thursday, 4 June 2026, by filing them at the Company’s headquarters in Milan, Viale Piero e Alberto Pirelli n. 25 and through the authorized storage mechanism eMarket Storage (www.emarketstorage.com), as well as published on the Company’s website www.pirelli.com.

Published on: 1 June 2026, 17:55 CET

The non-renewal of the Shareholders’ Agreement had already been disclosed by the Company in relation to the so-called “Golden Power Procedures”, following notifications submitted by the shareholders Camfin/MTP and CNRC in accordance with Decree–Law 21/2012 (“Golden Power Decree”) concluded with the decree, approved on 9 April 2026, with which the Cabinet exercised the special powers. 

Published on: 19 May 2026, 16:15 CET

It is hereby recalled that on 23 April 2026, the Annual Financial Report at 31 December 2025, including the draft financial statements, the consolidated financial statements, the management report - including the Consolidated Sustainability Reporting in accordance with Legislative Decree 125/2024 - the certification pursuant to Article 154-bis, subsections 5 and 5-ter, TUF, the annual Report on corporate governance and structure of share ownership and the Report on the Remuneration policy and compensation paid, supported by the relative reports from the Board of Statutory Auditors and auditing company was made available to the public in the same manner as above.

With today’s publication of the notice of call, the remaining documentation relating to all items on the agenda has also been made available to the public at the Company’s registered office in Viale Piero e Alberto Pirelli n. 25, Milan, and on the authorized eMarket Storage mechanism (emarketstorage.com) as well as published on the Company’s website www.pirelli. com. 

The abstract of the notice of call, here attached, is published tomorrow, 9 May 2026, in the newspapers “Il Sole 24 Ore” and “Milano Finanza”. 

Published on: 8 May 2026, 18:20 CET

***

-       Revenues: 1,737.2 million euro, with organic growth of +3.5% excluding forex effect (-4.5%) and the deconsolidation of Däckia (-0.2%). Including these effects, the variation is -1.2% compared with 1,758.6 million euro in first quarter of 2025;

-       Volumes +1.5% thanks to positive performance of High Value;

-       Price/Mix: +2% supported by the continuous improvement of product mix;

-       High Value grows to 82% of revenues (81% in first quarter 2025);

-       Adjusted Ebit: 277.4 million euro (279.8 million euro in first quarter 2025), with margin improving to 16% (15.9% in first quarter 2025);

-       Net profit: +23.3% to 156.8 million euro (127.2 million euro in first quarter 2025) also thanks to lower financial charges;

-       Net cash flow before dividends and the consolidation of the Chinese JV Xushen Tyre was -704.5 million euro, substantially in line with the first quarter 2025. The impact of the consolidation of the Chinese JV was 210.2 million euro;

-       Net Financial Position: -2,016.7 million euro (-2,622.5 million euro to 31 March 2025 and -1,102.0 million to 31 December 2025) which includes the consolidation of the Xushen Tyre’s debt of 210.2 million euro.

***

2026 TARGETS

-       2026 targets updated because of the Middle East crisis, impact limited thanks to mitigation actions as already indicated on 16 April 2026;

-       Revenues expected between ~6.75 and ~6.95 billion euro, an increase compared with the February estimates due to improved price/mix;

-       Adjusted Ebit at ~16%;

-       Net cash generation before dividends and the impact Chinese JV Xushen (exercising of call option and its consolidation) confirmed at ~500 million euro

***

Milano 7 May 2026- The Board of Directors of Pirelli & C. Spa, met today and approved results to 31 March 2026.

Pirelli closes the first quarter of 2026 with solid results that confirmed the effectiveness of the business model.

In particular:

-       Commercial Program

In the first quarter of 2026 Pirelli further strengthened its market position in High Value which represents 82% of revenues (81% in the first quarter of 2025). The group posted total growth in Car and Moto volumes of +4%, with increases in market share in both segments. Positive performances were seen both in the Replacement channel and, to a more significant extent, in Original Equipment, supported by the strengthening of strategic partnerships with the main producers of four and two-wheel vehicles in North America and APAC. On the other hand, the group continued its strategy of increasing selectivity in Standard (-5.3%), particularly in South America, to concentrate on more profitable products and channels.

The performance described above translates for Pirelli into total volumes’ growth in the first quarter of +1.5%.

-       Innovation Program

In the first quarter of 2026 Pirelli totaled 116 new homologations, of which around 90% in rim sizes of ≥19”, in collaboration with the main producers of Prestige, traditional Premium and Chinese NEV Premium vehicles. Specialties accounted for 80% of new homologations, while around 65% was for electric models (BEV and PHEV). Further, the quarter saw the announcement of a partnership with Audi for the RS5 and RS3 competition limited models which will feature as original equipment the Pirelli P Zero R and P Zero Trofeo R.

The product offer was broadened in the different business segments, with a growing focus on advanced technologies, with 6 victories in Car in comparative tests. This segment saw the launch of the third generation of the Scorpion, point of reference for high-end SUV homologations. In Moto the marketing of the Metzeler Sportec 01 began, a tyre designed for high performance in wet conditions thanks to a patented adaptive tread, while in Cycling the P Zero SL-R was launched, the fastest and most aerodynamic of the range.  The development of the Cyber Tyre continued through strategic partnerships with examples of excellence in the field of connectivity and autonomous driving such as Univrses, RideSense and Niulinx, with the goal of further strengthening the technological platform.

-       Efficiency Program

In the first quarter of 2026 the Group achieved gross efficiencies of around 43 million euro (equal to around 29% of the annual target, in line with the timeline of projects’ development). The results reflect, particularly, progress in the program of product design and improvement in industrial productivity. Considering the Middle East crisis, with a consequent impact on the cost of raw materials, energy and transport, Pirelli speedily implemented mitigation initiatives which include price increases and additional cost containment measures.

Published on: 7 May 2026, 17:54 CET

The Shareholders’ Meeting – to be held in ordinary session, on single call and exclusively through the Appointed Representative – shall resolve upon: 
− the approval of the 2025 financial statements, the allocation of results and distribution of dividends; 
− the renewal of the Board of Directors whose mandate has ended, determining in 15 (fifteen) the number of components of the administrative body, appointing the Board Members (through the slate based mechanism) and establishing the relative remuneration; 
− approve Policy regarding remuneration and, for the part linked to the Total Shareholder Return target, adopt the mid-long term monetary incentive plan for the 3-year period 2026-2028 (LTI 26-28) and the normalization of the same target included in the monetary incentive plans for the 3-year periods 2023 2025, 2024-2026 and 2025-2027, earmarked for group management; 
− the expression, via consultative vote, on the remuneration paid in 2025; 
− the renewal of the authorization to stipulate an insurance policy to cover the managerial risks of Directors and Statutory Auditors (so called D&O).

*** 

The Company announces that the Annual Financial Report to 31 December 2025, including the draft financial statements, the consolidated financial statements, the management report - including the Consolidated Sustainability Reporting in accordance with Legislative Decree 125/2024 - the certification pursuant to article 154-bis, subsections 5 and 5-ter, of the Legislative Decree of 24 February 1998, n. 58 (“TUF), the annual Report on corporate governance and structure of share ownership and the Report on the Remuneration policy and compensation paid, supported by the relative reports from the Board of Statutory Auditors and auditing company, is available to the public at the company’s headquarters in Milan at Viale Piero e Alberto Pirelli 25, through the authorized eMarket storage mechanism (emarketstorage.com), as well as being published on the company website www.pirelli.com, as indicated in the attached announcement, that shall be published tomorrow in the newspapers “Il Sole 24 Ore” and “MF”.

Further information on the above will be made available in the Board of Directors’ explanatory reports and in the documentation to be published ahead of the Shareholders’ Meeting, in accordance with the aforementioned procedures. 

Published on: 23 April 2026, 19:00 CET

BOARD PROPOSES TO SHAREHOLDERS’ MEETING A 2025 DIVIDEND OF 0.34 EURO PER SHARE, OF WHICH 0.10 EURO EXTRAORDINARY, FOR A TOTAL OF AROUND 369 MILLION EURO

Milan, 16 April 2026 – The Board of Directors of Pirelli & C. Spa met today and majority approved results to 31 December 2025, the unaudited and preliminary consolidated version of which was communicated to the market on 25 February 2026. Of the 14 board members, there were 9 in favour while contrary votes were expressed by board members  Chen Aihua, Zhang Haitao and Chen Qian whose dissent was solely due to the statement – recalled in the section of significant events herein – of the cessation of Sinochem’s control over Pirelli, in continuity with that which was already reported in the 2024 results. Fan Xiaohua and Tang Grace abstained.

2025 Results

The Board of Directors today approved the results of the parent group Pirelli & C. Spa, which in 2025 registered a net profit of 285.2 million euro (302.0 million euro in 2024). As already announced, the Board, in line with the dividend policy of the prior year, equal to around 50% of the consolidated net profit, will propose to the Shareholders’ Meeting the distribution of a dividend of 0.24 euro per share for a total of around 260 million euro. Given the positive results and reduction of financial leverage, the Board will also propose the payment of an added dividend, always referred to 2025 of 0.10 euro per share for around 109 million euro, also drawing on distributable profit reserves.

Overall, therefore, the total dividend proposal amounts to 0.34 euro per share, equal to dividend payout of around 369 million euro.

The dividend relative to 2025 will be in payment beginning from 22 July 2026 (coupon detachment on 20 July 2026 and record date on 21 July 2026).

Note that Pirelli ended 2025 with a consolidated net profit of 530.7 million euro, an increase of 5.9% compared with 501.1 million euro in 2024, on stable revenues of 6,776.2 million euro of which 79% generated by the High-Value segment (76% in 2024). For Research and Development, the basis of Pirelli’s technological innovation, the company earmarked 312.7 million euro in total (4.6% of total sales), of which 299.5 million euro was focused on High Value activities (5.6% of High Value revenues).

On 31 December 2025, debt stood at -1.1 billion euro, markedly better than the goal of around -1.6 billion euro and with a Nfp/Adjusted Ebitda ratio of 0.71 times, better than the 2025 target of around 1 time. In addition, the year also saw further improvement in the sustainability performance, the details of which were contained in the press release of 25 February 2026.

2026 Targets

The evolution of the Middle East crisis remains uncertain in terms of its duration and potential impact. The tensions in the area are translating into great pressure on the energy markets and raw materials, with significant price increases of oil and gas. This scenario, if prolonged, will translate into an increase in inflation with potential impacts of the performance of the economy and demand.  

Pirelli’s exposure to the area is limited, equal to about 1% of group revenues, and immediately implemented a series of actions aimed at guaranteeing the safety of its people in loco, reinforcing its cooperation with local partners and optimizing logistics flows.  

Further, to limit the effects of the Middle East crisis at the Group level, Pirelli has already activated a mitigation plan which entails:

-          price increases;

-          containment of additional costs compared with the existing efficiency plan;

-          a review of logistics flows and temporary increases of back-up inventories of critical raw materials to ensure continuity of production;

-          attentive management of working capital.

Taking these actions into account and given the volatility of input costs and raw materials, which may be expected to progressively normalize in the second half, Pirelli confirms the 2026 targets announced to the market on 25 February 2026, with Adjusted Ebit expected at the lower end of guidance.

Published on: 16 April 2026, 18:02 CET

MARCO POLO/CNRC CAN PARTECIPATE IN THE APPOINTMENT UP TO MAXIMUM OF THREE DIRECTORS, OF WHOM TWO INDEPENDENT

DIRECTORS INDICATED BY MARCO POLO/CNRC CANNOT HOLD COMPANY OFFICE SUCH AS CHAIRMAN, VICE CHAIRMAN OR CHIEF EXECUTIVE OFFICER NOR CHAIR ANY COMMITTEE

EVENTUAL SHARE TRANSFERS BY MARCO POLO/CNRC MUST BE COMMUNICATED TO THE MINISTRY OF ENTERPRISES AND MADE IN ITALY, AND CANNOT BE IN FAVOUR OF SUBJECTS AFFILIATED WITH, CONTROLLED BY, CONTROLLING OR IN ANY CASE SUBJECT TO THE COMMON CONTROL OF SASAC

Milan, 11 April 2026 - In relation to the so-called “Golden Power Procedures” that were launched by the Prime Ministerial Office (“PMO”) following notifications submitted by the shareholders Camfin S.p.A. (”Camfin”) and Marco Tronchetti Provera & C. S.p.A. (“MTP SpA”) and China National Tire & Rubber Corporation, Ltd. (“CNRC”) in accordance with Decree-Law 21/2012 (“Golden Power Decree”), Pirelli & C. S.p.A. (“Pirelli” or “Company”) announces that, on 10 April 2026, it was informed of the decree, approved on 9 April 2026, with which the Cabinet exercised the special powers of the Golden Power Decree (the “Golden Power PMO Decree”).

The Golden Power PMO Decree, among other things, considered that Pirelli is the first operator at the global level to have invested in a technology, the Cyber Tyre, which transforms the tyre into a sensor capable of collecting sensitive information, including the condition of the tyre and its maintenance, the habits of users, driving conditions, the traceability of the state of road surfaces. In addition, in relation to the Cyber Tyre technology, the Golden Power PMO Decree also recognized that it has evolved over time to the point that it can be considered an enabling technology for different cutting edge usages, including the monitoring of critical infrastructure, advanced simulation through the realization of digital versions of physical elements (digital twins, elaborated through super computing systems), autonomous driving.

In adopting the Golden Power PMO Decree, it has therefore been confirmed that Pirelli – already having obtained the security clearance Nulla Osta di Sicurezza Industriale Strategico  – is included among the companies that have goods or relationships of strategic importance in accordance with article 2 of the Golden Power Decree, and of articles 6 and 9 of the Prime Ministerial Decree of 18 December 2020, no. 179.

The Golden Power Decree maintained that, in the absence of a shareholders’ agreement regulating Pirelli, signed by the shareholders Camfin and MTP SpA and the Sinochem Group, the need to protect the assets held by Pirelli, can be satisfied, adequately and proportionally, through the imposition of additional measures together with the re-proposal of part of those contained in the Prime Ministerial Office Decree of 16 June 2023.

In detail, the Golden Power PMO Decree has ordered the imposition of the following specific measures to Marco Polo International Italy S.r.l. (“Marco Polo”):

a.   at the shareholders meeting of Pirelli, the company:

(i)     can present a slate for the renewal of the Board of Directors of Pirelli with a maximum of three candidates, of whom two independent; it remaining that none of these, if elected to the Board of Directors, can hold company offices such as, for example and not limited to, Chairman, Vice Chairman, Chief Executive Officer, nor chair any board committees; further, none of these Directors will be given management delegations, executive powers or attributions able to influence the strategic, industrial or financial decisions of Pirelli; should the presented slate obtain the majority of votes, it cannot contribute in any way to the appointment of the Directors needed to complete the Board of Directors;

(ii)    can present a slate of candidates for the appointment of the Board of Statutory Auditors of Pirelli with a maximum of one nomination for a standing member and one nomination for an alternate member;

b.   with the exception of any further obligations of notification that may emerge for the provisions codified by the Golden Power Decree, the measures indicated in the present decision will remain in force as long as the company Marco Polo maintains a stake in the share capital of Pirelli above 9.99%. Further, should there be a change in the context which justified the adoption of the limitation indicated in paragraph a), Marco Polo will have the option of requesting a revision of the above-mentioned measures.

The Golden Power PMO Decree, in addition, also calls for the imposition of the following specific measures to CNRC:

a)   to guarantee that Marco Polo respects the measures imposed;

b)   to not exercise activities of direction or coordination and, in particular, as detailed below, as non-exhaustive examples:

1)   ensure the full autonomy of Pirelli regarding relationships with customers and suppliers;

2)   guarantee that Pirelli  prepares strategic, industrial, financial and/or budget plans autonomously for the company and the Group;

3)   guarantee that Pirelli is not subject to instructions from the Sinochem Group;

4)   not take actions or decisions or issue communications that could lead one to believe that the decisions of Pirelli are the result of an intention imposed or demanded by CNRC;

5)   not centralize treasury services or other assistance or coordination services (eg. cash pooling) nor other technical coordination functions (eg. integration of Pirelli’s computer systems into those of Sinochem Holdings Corporation Ltd., including those of the Chinese units of Pirelli);

6)   not issue directives or instructions, and in any case not to coordinate initiatives, concerning decisions in the financial or credit matters or research and development matters of Pirelli;

7)   not issue directives regarding the execution of extraordinary operations by Pirelli, such as, for example, the listing of financial instruments, acquisitions, disposals, concentrations, conferrals, mergers, spin-offs, etc.;

8)   not adopt determining decisions regarding the operating strategies of Pirelli nor formulate strategic directives for the group;

9)   guarantee the absence of organizational/functional links between Pirelli on the one hand and CNRC on the other;

c)   with the exception of any additional obligations of notification that may emerge from the provisions codified by the Golden Power Decree, the measures indicated in the present provision will remain in force as long as the company Marco Polo maintains a stake in the share capital of Pirelli above 9.99%. Further, should there be a change in the context which justified the adoption of the measures indicated in paragraphs a) and b), CNRC will have the option of requesting a revision of the above-mentioned limitations.

Further, the imposition of the following specific measures has been called for regarding Pirelli:

a.   with the exception of the legitimate requests of shareholders tacitly foreseen by civil law and the Legislative Decree 58/1998, refuse any request outside of the normal exercising of shareholder prerogatives as well as implementing any managerial or organizational initiative from subjects deriving from the Chinese State-owned Assets Supervision and Administration Commission of the State Council (“SASAC”), with special reference to requests regarding:

-   the sharing of the sensitive company information (non-public technical information of Pirelli, including the sensitive activities of research and development (also not directly linked to the Cyber Tyre)), or information referring to technologies covered by industrial copyright, intellectual property rights or, however, any information regarding know-how stemming from these technologies, also if in the development phase;

-   the mechanism of centralized treasury managed by the company Sinochem Holding Corporation Ltd.;

-   the direct access to the information, management and administration systems, including the Enterprise Resource Planning (ERP) platforms of Pirelli and of the companies it controls, including Chinese subsidiaries;

-   the transfer of goods, systems and ICT services of the Pirelli group located in infrastructure situated outside of territory where European law applies and/or subjects deriving from the Chinese government;

-   the transfer or sharing with subjects deriving from the Chinese government of any data collected or processed through Cyber Tyre technology;

-   commit to making sure that the communication of CNRC with Pirelli personnel involved in the above-mentioned activities is limited ;

-   commit to make sure that in the board committees, where instituted, that a maximum of only one member may be nominated that is an expression of the slate presented by CNRC; in any case, no committee will be composed of a majority of Directors presented by CNRC;

It also remains that the measures are relative to the organizational units predisposed for the company activities of importance for national security (“Organizzazione di Sicurezza”) and to that end it is also prescribed to guarantee the presence on the Board of Directors of one component, empowered with legal representation, who: i) has exclusively Italian citizenship; ii) is in possession of suitable personal security qualifications; iii) has an exclusive mandate over the Organizzazione di Sicurezza; iv) has, in any case, the assent of the Government with regard to his or her suitability for the role with the aim of protecting goods and relationships of strategic importance for the Company.

The implementation of the measures will be subject to monitoring by the Ministry for Enterprises and Made in Italy. Pirelli is held to send to the Ministry within 30 days from the approval of the annual financial statements, beginning from those referring to 2026, a report prepared by the Board of Directors in which it communicates the measures adopted in compliance with the determinations assumed with the Golden Power PMO Decree and any other important company or corporate measures with regard to the same.

Further, with the exception of matters covered in the applicability of the Golden Power Decree requiring formal notification, CNRC must communicate to the Ministry for Enterprises and Made in Italy any transfer of shares, which in any case, should not take place in favor of subjects connected to, controlled by, controlling or however subject to the common control of SASAC.

Published on: 11 April 2026, 16:40 CET

The above extract is also available at the Company website www.pirelli.com. 

Published on: 16 March 2026, 22:05 CET

It should be noted that the preliminary and unaudited 2025 results were announced to the market on 25 February 2026.

Published on: 13 March 2026, 17:28 CET

Published on: 2 March 2026, 18:00 CET

BOARD PROPOSES EXTRAORDINARY DIVIDEND THANKS TO POSITIVE RESULTS AND DECREASED FINANCIAL LEVERAGE

TOTAL DIVIDEND OF 0.34 EURO PER SHARE OF WHICH 0.10 EURO EXTRAORDINARY

***

IN 2025 REVENUES SAW ORGANIC GROWTH OF 4.2%, WITH ADJUSTED EBIT MARGIN RISING TO 16% NOTWITHSTANDING IMPACT OF FOREX, TARIFFS AND INPUT COST INFLATION

NET FINANCIAL POSITION FALLS TO -1.1 BILLION EURO (TARGET ~-1.6 BILLION), NET FINANCIAL POSITION/ADJUSTED EBITDA RATIO AT 0.71 TIMES (2025 TARGET ~1 TIME)

 IN 2025 RECOGNIZED AS SECTOR LEADER IN KEY FINANCIAL SUSTAINABILITY INDICES

***

Full-year 2025

-        Revenues: 6,776.2 million euro (at higher end of 2025 target of “between 6.7 and ~6.8 billion”), with organic growth of +4.2% excluding forex effect (-3.8%) and deconsolidation of Däckia (-0.4%); including these effects, revenues were stable compared with 6,773.3 million euro in 2024;

-        Further strengthening of High Value (79% of sales compared with 76% in 2024);

-        Price/Mix: +3.8% thanks especially to the ongoing improvement of product and region mix (2025 target between ~+3.5% / ~+4%);

-        Adjusted Ebit: +2.0% to 1,081.4 million euro thanks to the efficacy of internal levers;

-        Adjusted Ebit Margin rises to 16% (in line with 2025 target of ~16%), compared with 15.7% in 2024;

-        Net profit: +5.9% to 530.7 million euro (501.1 million euro in 2024);

-        Net cash flow before dividends: +1,073.8 million euro (+533.9 million in 2024); +577.3 million euro (2025 target ~550 million euro) excluding impact of bond loan conversion of 496.5 million euro;

-        Net Financial Position: -1,102 million euro (-1,925.8 milion on 31 December 2024), better than target of ~ -1.6 billion euro. NFP/Adjusted Ebitda ratio at 0.71 times (better than 2025 target of ~1 time);

-        In 2025 recognized as sector leader in principle sustainable finance indices

Fourth quarter 2025

-        Revenues: 1,581 million euro, with organic growth of 6.1% excluding the forex effect (-5.3%) and the deconsolidation of Däckia (-1.3%); total variation -0.5% compared with 1,588.8 million euro in fourth quarter 2024;

-        Price/Mix: +3.7% supported by the continuous improvement of the product mix and despite a negative channel mix;

-        Adjusted Ebit: 245.9 million euro, stable compared with 244.6 million euro in fourth quarter 2024 thanks to the contribution of internal levers;

-        Adjusted Ebit Margin rises to 15.6% from 15.4% in fourth quarter 2024;

-        Net profit: 130.1 million euro (130.0 million euro in 2024);

-        Net cash flow before dividends: +1,436.3 million euro, +939.8 million euro excluding the impact of the conversion of the bond loan of 496.5 million euro (+890.7 million in fourth quarter 2024)

***

2026 TARGETS

-        Revenues seen between ~6.7 and ~6.9 billion euro, with an Adjusted Ebit Margin of ~16%, a slight improvement compared with 2025

-        Net cash flow before dividends ~0.50 billion euro

-        Net financial position at end 2026 of ~1.2 billion euro, with a NFP/Adjusted Ebitda ratio of ~0.75 times

***

Milan, 25 February 2026 – The Board of Directors of Pirelli & C. Spa met today and approved preliminary and unaudited results to 31 December 2025 and 2026 budget.

In a challenging context, characterized by geopolitical and commercial tensions and marked forex volatility, Pirelli closed 2025 with better results compared with the previous year and in line with the targets announced to the market, confirming the efficacy of the business model and key programs of the Industrial Plan.

Published on: 25 February 2026, 17:54 CET

CYBER TYRE A STRATEGIC ELEMENT IN A SCENARIO THAT SEES ALWAYS GREATER INTERCONNECTION BETWEEN TYRES, CARS AND INFRASTRUCTURE

BOARD ACKNOWLEDGES NOTIFICATIONS TO THE GOLDEN POWER AUTHORITY OF THE FAILED RENEWAL OF THE SHAREHOLDER PACT RELATIVE TO PIRELLI

Milan, 5 February 2026 – The Board of Directors of Pirelli met today and the majority agreed, with 9 favourable votes and 5 against, with the assessment of the Chief Executive Officer Andrea Casaluci that the Cyber Tyre activities must continue to be carried out and developed in a fully integrated manner, including at the functional and organizational level with all the other activities of the Pirelli Group and that they must be managed in full consistency with, and in compliance with the strategic and industrial approach described by the Chief Executive Officer, with the express exclusion of any project or initiative that might lead to any form of compartmentalization, separation and/or segregation, even only partially, and of any nature. Chen Aihua, Zhang Haitao, Chen Qian, Fan Xiaohua and Tang Grace voted against the management’s considerations.

During the meeting, Pirelli management drew the Board’s attention to the competitive scenario of the automotive sector. This scenario is characterized today by systems and vehicles that are ever more integrated and connected - software defined vehicles (SDA) and autonomous driving systems – in relation to which the tyre has undergone a radical transformation, itself becoming a complex and technologically advanced system that collects, processes and transmits data.

Pirelli was first to develop and launch hardware and software technology, the Cyber Tyre, which dialogues in real time with vehicle systems. This technology, proof of its strategic importance and validity, has already been adopted by some of the leading Prestige car makers and other agreements are being formulated.  Cyber Tyre can also dialogue with road infrastructure, enabling functional services for smart roads and the monitoring of road and freeway networks, with relative agreements already in place with the Apulia Region, Movyon (Autostrade per l’Italia group) and Anas.

During the board meeting, Pirelli management highlighted that the eventual fragmentation of Pirelli and segregation of the Cyber Tyre business would have no possibility of actualization in that:

- It would irreversibly undermine the integrated business model, one in which technology and innovation, product development, production and marketing exist in a constant exchange of information and data;

- It would confer within “Pirelli Cyber Tyre” the relative patents therefore inhibiting their free use by Pirelli, denying it of strategic knowhow in utter contradiction of the principles at the heart of the company Bylaws;

- Would set back and weaken technological development, compromising Pirelli’s competitive and commercial advantage and its leadership in terms of innovation;

- It would translate into fewer synergies and greater costs due to the necessary duplication of operational structures;

- It would cause significant destruction of value and consequently reduce financial solidity;

- Further, it would not overcome the limitations imposed by US law.

The Company to conclude also announces that:

- the shareholders of Camfin and MTP & C. SpA, on 30 January 2026, submitted to the Prime Minister’s Office, the notification called for by the D.L. 21/2012 (Golden Power Decree), in relation to the decision, announced on 23 January 2026, to not renew the shareholder pact governing Pirelli, underwritten with the Sinochem Group, which expires on 18 May 2026. The notification was made in compliance with the prescriptions brought by the D.P.C.M. of 16 June 2023, which require that «any changes to the corporate governance of Pirelli & C. S.p.A., including the failed renewal or stipulation of the shareholder agreement must be the object of notification in accordance with the legislative decree of 15 March 2012, no. 21». The shareholder agreement, which came into effect on 19 May 2023, was underwritten on 16 May 2022 between Camfin and MTP & C. SpA and China National Tire & Rubber Corporation Ltd., China National Chemical Corporation Limited, CNRC International Limited, Fourteen Sundew S.à r.l., Marco Polo International Italy S.r.l.

- The shareholder CNRC, on 3 February 2026, submitted to the Prime Minister’s Office  notification required by D.L. 21/2012 (Golden Power Decree), in which it announces, as well as the failed renewal of the shareholder agreement governing Pirelli, the proposal for the potential corporate segregation of the Cyber Tyre business and changes to the mechanism for the nomination of members of the Board of Directors. Both proposals are subordinated to conditions posed by CNRC including a prior evaluation to ascertain the qualification of the Cyber Tyre business as “critical technology” in accordance with D.P.C.M. 179/2020 and the importance, for the purposes of applying the Golden Power law, of the activities of Pirelli in the US regulatory context and market.  

Published on: 5 February 2026, 18:00 CET

Published on: 26 January 2026, 12:46 CET

- 25 February 2026: Board of Directors to review preliminary results to 31 December 2025;

- 26 March 2026: Board of Directors to approve draft results and consolidated results to 31 December 2025;

- 7 May 2026: Board of Directors to approve intermediate results to 31 March 2026;

- 25 June 2026 (*): Shareholders’ Meeting to approve results to 31 December 2025;

- 29 July 2026: Board of Directors to approve six-months results to 30 June 2026;

- 5 November 2026: Board of Directors to approve intermediate results to 30 September 2026.

The results will be presented to the financial community during dedicated conference calls, the details of which will be made available as soon as finalized.

In line with the practice adopted to date and with the aim of ensuring continuity of information to the market, also in 2026 Pirelli – on a voluntary basis and in the time and manner already communicated to the market – will continue to communicate additional periodic, quarterly financial information as per Article 82-ter of Consob Regulation 11971/99.

Any changes to the calendar of company events for 2026 will be promptly communicated to the market.

(*) In compliance with the disposition of Borsa Italiana note – taking into account the date indicated for the shareholders’ meeting – that the dividend payment relative to the year 2025, where decided, would take place in July 2026. The present announcement does not represent in any way a prediction in relation to the existence of the prerequisites for the distribution of a dividend to be valid for the current year and is only released solely for the purpose of complying with the rules foreseen by Borsa Italiana.

Published on: 13 January 2026, 18:06 CET

- agreement between Camfin S.p.A. (“Camfin”), Marco Tronchetti Provera & C. S.p.A. (“MTP S.p.A”), China National Chemical Corporation, China National Tire & Rubber Corporation, Ltd., CNRC International Limited, Fourteen Sundew S.à r.l. and Marco Polo International Italy S.r.l.; and

- agreement between Camfin, MTP S.p.A., Nuova FourB S.r.l., Brembo N.V. and Next Investment S.r.l.. 

The agreements have been updated following: 

(i) the dilutive effects on the shareholdings held, directly and indirectly, by the parties resulting from the issuance of n. 84,881,933 new Pirelli shares arising from the capital increase in connection with the right of conversion exercised – between 9 December 2025 and 17 December 2025 – by the holders of the bond “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025”; 

(ii) the acquisitions of shares of Pirelli by Camfin, company directly controlled by MTP S.p.A., that occurred on 23 May, from 26 to 30 May 2025 and on 4 June 2025, already disclosed to the market: 

The above extracts are also available at the Company website www.pirelli.com.

Published on: 23 December 2025, 18:10 CET

Following the requests for conversion of the Bond for a nominal value of Euro 496,500,000, the Company issued n. 84,881,933 ordinary shares based on the resolution of capital increase of the Extraordinary Shareholders' Meeting of 24 March 2021, serving the Bond, whose convertibility was approved on that occasion.

The Company, today, also has redeemed, at their nominal value, the residual bonds for which conversion had not been requested, in an amount equal to Euro 3,500,000.

The following table shows the current composition of the share capital, highlighting the previous one:

The certificate of the new share capital amount, pursuant to article 2444 c.c., has been filed for registration with the Companies’ Register of Milano, Monza-Brianza, Lodi today, along with the Pirelli’s bylaws, updated with the new amount of share capital, that will be made available to the public at the Company’s registered office in Milan, Viale Piero e Alberto Pirelli n. 25, on the authorized storage mechanism eMarket Storage (www.emarketstorage.com) as well as published on the Company’s website www.pirelli.com in accordance with the terms  of applicable regulations.

Published on: 22 December 2025, 17:55 CET

THE SINOCHEM GROUP WILL BE DILUTED TO ABOUT 34.1%, MTP SPA TO AROUND 25.3% WHILE THE FREE-FLOAT WILL RISE TO 40.6%

 POSITIVE IMPACT OF 496.5 MILLION EURO ON DEBT AND NET FINANCIAL POSITION COMPARED WITH 2025 GUIDANCE

Milan, 18 December 2025 – In relation to the convertible bond issue denominated “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025” with maturity on 22 December 2025, Pirelli announces that the conversion rights were exercized for shares in the Company to a nominal value of 496.5 euro, equal to 99.3% of the total value of 500 million euro.

To serve the conversion, which was at 5.8493 euro per share (including the share premium), the figure already announced to the market on 23 June 2025, the Company is proceeding with the issue of a total 84,881,933 new shares, already approved at a meeting of the Company’s shareholders held on 24 March 2021. As a result of the conversion, the company’s share capital will increase from euro 1,904,374,935.66 to euro 2,065,650,608.36 and the number of shares that make up capital of Pirelli & C. Spa will increase from 1,000,000,000 to 1,084,881,933 shares. 

Following the variation in the number of Company shares, with reference to the shareholders with significant stakes in accordance with art. 120 TUF, on the basis of the information at present available, the Sinochem Group (through Marco Polo International Italy) will hold a total of around 34.1% of the capital of Pirelli, with a dilution of 2.9 percentage points compared with the present of about 37%, MTP SpA (through Camfin, Camfin Alternative Assets and Longmarch Holding) of around 25.3% of the capital, with a dilution of  2.1 percentage points compared with the present of around 27.4%, while the free-float of Pirelli post conversion will be equal to about 40.6% of the capital, an increase of 5.0 percentage points.

The remaining unconverted bonds, for a nominal total of 3.5 million euro, will be reimbursed in the terms of the regulations at maturity on 22 December 2025.

The conversion of the bond loan will have a positive impact on debt, improving the 2025 Net Financial Position by 496.5 million euro compared with the guidance of 1.6 billion euro.

The Company will implement the consequent fulfillments in accordance with the law.

Published on: 18 December 2025, 19:35 CET

The Shareholders’ Agreement shall therefore be deemed terminated and no longer effective as of 28 February 2026. 

Attached is the essential information pursuant to art. 130 RE regarding the Shareholders’ Agreement updated to include the non-renewal. 

The above essential information is also available on the Company’s website www.pirelli.com. 

Any additional disclosure obligations incumbent upon the parties to the Shareholders' Agreement, as required by current legislation, will be carried out in the manner and within the terms set forth therein. 

Published on: 7 November 2025, 19:35 CET

***

9 MONTH REVENUES SAW ORGANIC GROWTH OF 3.7%. ADJUSTED EBIT RISES TO 16.1% NOTWITHSTANDING IMPACT OF FOREX, TARIFFS AND INFLATION OF INPUT COSTS

THIRD QUARTER ADJUSTED EBIT MARGIN GROWS TO 16.3%, NET CASH FLOW BEFORE DIVIDENDS POSITIVE 141 MILLION EURO

***

2025 TARGETS ANNOUNCED WITH FIRST HALF RESULTS IN JULY CONFIRMED

***

Nine months 2025

-      Revenues: 5,195.2 million euro, with organic growth of 3.7% excluding the effect of forex (-3.4%) and the deconsolidation of Däckia (-0.1%), +0.2% compared with 5,184.5 million euro in the first nine months of 2024;

-       Further strengthening of High Value (79% of sales compared with 76% a year earlier);

-       Price/Mix: +3.9% thanks particularly to the continuous improvement of the product and region mix;

-       Adjusted ebit: +2.4% to 835.5 million euro (815.9 million euro on 30 September 2024) thanks to the efficacy of internal levers;

-       Adjusted Ebit Margin rose to 16.1% (15.7% first nine months 2024);

-       Net profit: +8.0% to 400.6 million euro (371.1 million euro on 30 September 2024):

-       Net cash flow before dividends: -362.5 million euro (-356.8 million euro in same period 2024);

-       Net Financial Position: -2,537.9 million euro (-2,816.2 million euro on 30 September 2024 and -1,925.8 million on 31 December 2024).

-       Sustainability plan proceeds in line with targets

Third quarter 2025

-      Revenues: 1,696.6 million euro, with organic growth of 2.4% excluding the effect of forex (-4.3%) and the deconsolidation of Däckia (-0.4%), -2.3% compared with 1,737.0 million euro in third quarter 2024;

-       Price/Mix: +3.9% thanks mainly to improved product mix;

-       Adjusted ebit: 277.2 million euro, stable compared with 276.8 million euro in third quarter 2024 thanks to the contribution of internal levers;

-       Adjusted Ebit Margin rose to 16.3% (15.9% in third quarter 2024);

-       Net profit: 136.6 million euro (139.8 million euro in third quarter 2024);

-       Net cash flow before dividends: +141.2 million euro (+162.4 million in third quarter 2024).

***

Milan, 6 November 2025 –The Board of Directors of Pirelli & C. Spa met today and majority approved results to 30 September 2025 with the favourable vote of 9 out of 14 board members present. Votes against were Board members Chen Aihua, Zhang Haitao, Chen Qian and Fan Xiaohua, while Grace Tang abstained.

The motivation of the board members who voted against the interim financial report was solely linked - in continuation with that which was done when the 2024 results were approved - to the declaration of the cessation of Sinochem’s control over Pirelli contained in the section of significant events in the report.

In a challenging context, characterized by geopolitical and commercial tensions and great forex volatility, the results of the first nine months of 2025 show a solid operating performance, confirming the effectiveness of the business model and the key programs of the Industrial Plan.

In particular:

-       Commercial Program

The first nine months of 2025 saw further strengthening of High Value. In Car ≥18” volume growth was +5% (market +4%), with an increase of the market share in the main geographical areas in the Replacement channel (Pirelli volumes +5% compared with market’s +4%) and in Original Equipment (Pirelli volumes +4%, market +3%) from the strengthening of partnerships with the major car makers in North America and Apac.

Further reduction in the exposure to Standard (Pirelli Car ≤17” volumes -11% compared with the market’s -1%), in line with the strategy of greater selectivity, particularly accentuated in South America, because of the focus on more profitable products and channels.

The performance described above translates into a slight fall in Car volumes (-1%), compared with a stable global market.

Elsewhere, the strategic partnership continues with Bosch GmbH to develop new software-based solutions and new driving functionalities, thanks to sensors embedded in the tyres and Pirelli proprietary software. The Cyber Tyre technology, already on the market, is integrated into selected high-end vehicle models and in an advanced development phase on Premium and Prestige platforms. In September Aston Martin and Pirelli announced the adoption of the Pirelli Cyber Tyre system in the English maker’s future models.

-       Innovation Program

In the first nine months of 2025 the company obtained around 210 new homologations with the main Prestige and Premium car makers, concentrated mainly in rim sizes ≥19” and Specialties.  Leadership in marked tyres was further consolidated: in Europe, for example, Pirelli can count on a portfolio of around 1,350 homologations in Car ≥19”, around 3.2 times greater than the average of the principal competitors.

In terms of product innovation, the offering was strengthened with the launch of 7 Car products (the fifth edition of the PZero at the global level, the UHP tyre of reference for the sector developed with artificial intelligence and virtualization; the new generation of the Cinturato – a summer tyre dedicated to the European market; the Scorpion All Season SF3 for Europe; the Scorpion XTM All Terrain for North America; the Cinturato P6 and Cinturato P9 All Season for the Apac market, the Carrier for South America), 2 for the Moto (Diablo Powercruiser and Scorpion MX32 Mid Soft, available in all regions) and 4 for Cycling (Cinturato EVO  and Pzero Race for the Road segment; Scorpion XC M and Scorpion XC RC for the mountain bike segment). 

Elsewhere, the strategic partnership continues with Bosch GmbH to develop new software-based solutions and new driving functionalities, thanks to sensors embedded in the tyres and Pirelli proprietary software. The Cyber Tyre technology, already on the market, is integrated into selected high-end vehicle models and in an advanced development phase on Premium and Prestige platforms. In September Aston Martin and Pirelli announced the adoption of the Pirelli Cyber Tyre system in the English maker’s future models.

In October, Pirelli Cyber Tyre was adjudicated the Vehicle-2-Everything Innovation of the Year at the 2025 AutoTech Breakthrough Awards. This recognition promoted by the Intelligence Tech Breakthrough platform that awards the most innovative groups and services in the automotive technology sector; this award is  reinforcing the positioning of the Cyber Tyre in the new mobility field where it represents a crucial element for Software-Defined Vehicles (SDV), supplying the vehicle’s electronics with detailed information on the state of the tyre and the conditions of the road surface, improving security, performance and efficiency.

In addition, the collaboration with Movyon continues, a company of the Autostrade per l’Italia group, for the monitoring of the road surface, as well as that with the Regione Puglia to activate a monitoring system for the road network in the region with the aim of mapping the roads’ “state of health”.

-       Operations Program

In the first nine months of 2025 gross efficiencies of 117 million euro were registered, in line with expectations and the timing of program’s roll out. In the Supply Chain, projects are ongoing to make the supply chain more integrated, sustainable and oriented to clients’ needs.

Published on: 6 November 2025, 17:47 CET

In particular, the administrative proceedings regarded the facts and conduct that occurred in the period between the date of issue of the Decree (16 June 2023) and the date of initiation of the sanctioning proceedings (31 October 2024) and have been concluded with the dismissal, as the Presidency of the Council of Ministers considered that the alleged breach by of CNRC regarding the measure  to ensure the absence of organizational-functional links between Pirelli on the one hand and CNRC on the other, has not been confirmed by the evidence gathered and the conduct of the non-independent directors appointed by CNRC did not result in acts/decisions capable of undermining the Pirelli's managerial autonomy.

Published on: 29 September 2025, 08:30 CET

IN THE SECOND QUARTER ADJUSTED EBIT MARGIN GREW TO 16% DESPITE FOREX VOLATILITY AND TARIFF IMPACT

***

First Half 2025

-      Revenues: 3,498.6 million euro, with organic growth of 4.4% excluding forex impact (-2.9%), +1.5% compared with 3,447.5 million euro in first half 2024;

-       Further strengthening in High Value (80% of sales, 77% in first half 2024)

-       Price/Mix: +3.9% thanks in particular to the continual improvement of both the product and region mix;

-       Adjusted Ebit: +3.6% to 558.3 million euro (539.1 million euro in first half 2024) thanks to the effectiveness of internal levers;

-       Adjusted Ebit margin rose to 16% (15.6% in first half 2024);

-       Net profit: +14.1% to 264.0 million euro (231.3 million euro in first half 2024):

-       Net cash flow before dividends: -503.7 million euro, an improvement compared with -519.2 million euro in first half 2024;

-       Net financial position: -2,678.7 million euro (-2,978.0 million euro on 30 June 2024 and -1,925.8 million on  31 December 2024)

Second quarter 2025

-      Revenues: 1,740.0 million euro, with organic growth of 4% excluding forex effect (-4.7%), -0.7% compared with 1,752.0 million euro in second quarter 2024;

-       Price/Mix: +3.9% thanks above all to improved product mix;

-       Adjusted Ebit: 278.5 million euro, +0.7% compared with 276.5 million euro in second quarter 2024 thanks to the contribution of internal levers;

-       Adjusted Ebit margin rose to 16% (15.8% in second quarter 2024);

-       Net profit: +4.5% at 136.8 million euro (130.9 million euro in second quarter 2024);

-       Net cash flow before dividends: +193.0 million euro, +149.6 million excluding the impact of the Däckia disposal (+154.2 million euro in second quarter 2024);

***

2025 TARGETS

-       2025 revenues expected at ~6.7 and ~6.8 billion (previous indication ~6.8 and ~7.0 billion euro), because of the worsening of the forex scenario. Price/Mix revised upwards

-       Adjusted Ebit margin target confirmed at 16% and cash generation at ~550 million euro

-       Deleveraging target confirmed at around 1-time Net Debt / Adjusted Ebitda, with e Net Financial Position at ~1.6 billion euro

Published on: 31 Jul 2025, 17:49 CET

Published on: 27 June 2025, 19:40 CET

Note that the updated extract, contrary to that which was indicated in the previous extract published on 27 May 2025, acknowledges the absence, in the view of Camfin, of a subject able to exercise control over Pirelli & C. SpA (“Pirelli”) also in reference to article 93 of the TUF, also taking into account the outcomes of Pirelli’s ordinary shareholders’ meeting of 12 June 2025 that approved the financial results to 31 December 2024 with around 57.07% of the capital present at the shareholders’ meeting voting in favour and 42.90% of the capital present, corresponding to the stake of Marco Polo International Italy (“MPI Italy”), voting against. 

The above extract, which includes the parties’ differing evaluations, is also available on the Company website www.pirelli.com.

Published on: 17 June 2025, 21:07 CET

UNANIMOUS APPROVAL FOR DISTRIBUTION OF DIVIDEND OF EURO 0.25 PER SHARE  

REMUNERATION POLICY FOR 2025 AND NEW LTI PLAN APPROVED

VOTE IN FAVOUR OF REPORT ON COMPENSATION PAID IN 2024

Milan, 12 June 2025 – The Shareholders’ Meeting of Pirelli & C. SpA took place today, in ordinary session, at Studio Marchetti in Milan, with the interventions of those having the right to vote exclusively through the Appointed Representative. The Shareholders’ Meeting was attended by 86.27% of the capital with voting rights.

The Shareholders’ Meeting approved, with votes in favour of around 57.07% of the capital represented and votes against of 42.90% of the capital represented, corresponding to the 37.015% stake of total company capital held by the shareholder MPI Italy controlled by Sinochem, the Annual Report for 2024 which closed with a Parent Company net profit of 302 million euro and a consolidated net profit of 501.1 million euro.

The Shareholders’ Meeting also approved the distribution of a dividend of 0.25 euro per ordinary share equal to a total dividend payout of 250 million euro before withholding taxes. The dividend will be payable on 26 June 2025 (ex-dividend of 23 June and record date 24 June).

The Shareholders’ Meeting also approved the remuneration policy for 2025 (with 80.09% of capital present). It also expressed itself in favour of the Report on Compensation paid in 2024 with around 78.67% of the capital represented. The Shareholders’ Meeting also approved the adoption of the 3-year monetary incentive Plan for 2025-2027 (LTI Plan) for the management of the Pirelli Group with around 79.97% of the capital represented.

***

Note the Company announces that the Annual Financial Report to 31 December 2024 is available to the public at the company’s headquarters in Milan at Viale Piero e Alberto Pirelli 25, at Borsa Italiana S.p.A. and through the authorized eMarket storage mechanism (emarketstorage.com) as well as being published on the company website www.pirelli.com.

The Annual Financial Report includes the draft financial statements, the consolidated financial statements, the management report- including the Consolidated Sustainability Reporting in accordance with Legislative Decree 125/2024 - the certification pursuant to article 154-bis, subsections 5 and 5-ter, of the Legislative Decree of 24 February 1998, n. 58 (“TUF), the annual Report on corporate governance and structure of share ownership and the Remuneration Report, supported by the relative reports from the Board of Statutory Auditors and auditing company.

The minutes of the Shareholders’ Meeting will be available to the public through the same modalities indicated above by 12 July 2025.

Published on: 12 June 2025, 14:05 CET

Published on: 27 May 2025, 21:40 CET

NO ALTERNATIVE PROPOSAL FROM SINOCHEM/MARCO POLO

Milan, 15 may 2025 – With regard to the additional note issued today by Marco Polo International Italy, the management of Pirelli wishes to make clear that the proposals presented, aimed at overcoming regulatory issues in the United States, were exclusively and obviously – contrary to that which has been asserted - in the interests of the Company and respectful of those of all shareholders.

The presumed support for Pirelli claimed by Marco Polo did not materialize into any proposals to management, but in a proposal sent exclusively to the Golden Power office which, notwithstanding the requests made by Pirelli to Marco Polo, the latter refused to share.

The excellent results delivered by Pirelli over the years, thanks to the strategies implemented by its management, have enabled the creation of  value for all shareholders, including Sinochem.

Pirelli remains open to exploring solutions that will allow it full compliance with the rules also in the American market and will continue to do all within its power to protect the company’s development in such a strategic market at that of the United States.

Published on: 15 May 2025, 20:21 CET

***

-      Revenues: 1,758.6 million euro, +3.7% compared with 1,695.5 million euro in first quarter 2024 (organic variation +4.7% excluding forex effect of -1%)

-      Volumes +0.8% led by market share gain in High Value. Reduced exposure to Standard

-       Price/Mix: +3.9% mainly thanks to mix improvement

-       Further strengthening in High Value, equal to 81% of revenues (77% in first quarter 2024)

-       Adjusted Ebit: 279.8 million euro, +6.5% compared with 262.6 million euro in first quarter 2024 thanks to a solid commercial performance (volumes and price/mix) and efficiencies

-       Adjusted Ebit Margin at 15.9% (15.5% in first quarter 2024)

-       Net profit: 127.2 million euro, +26.7% compared with 100.4 million euro in first quarter 2024

-       Net cash flow before dividends: -696.7 million euro (-673.4 million euro in first quarter 2024)

-       Net Financial Position: -2,622.5 million euro (-2,935.1 million euro on 31 March 2024 and -1,925.8 million on 31 December 2024)

***

2025 TARGETS

-       2025 targets already announced in February are confirmed

-       Uncertainty over the duration and the effective impact of tariffs in view of the constantly ongoing scenario, with negotiations between the USA and its main commercial partners

-       Mitigation plan launched to guarantee, in case current tariffs persist, Adjusted Ebit target and cash flow at the lower end of guidance, achieving the deleveraging target

***

-       Pirelli management: negotiations with shareholders have concluded, at present without a positive outcome

-       The company remains open to exploring solutions to ensure full compliance with U.S. regulations

-       Confident that with the support of its historic shareholders and the market, Pirelli’s interests will be fully protected 

Milan, 14 May 2025 – The Board of Directors of Pirelli & C. Spa met today and majority approved results to 31 March 2025 with the favourable vote of 9 out of 15 board members. Votes against were those of Chairman Jiao Jian and Board members Chen Aihua, Zhang Haitao, Chen Qian, Fan Xiaohua and Tang Grace.

The board members who expressed a contrary vote regarding the quarterly financial statement, were motivated in their dissent solely with regard to the declaration – included in the subsequent events section of the statement itself - of the end of Sinochem’s control of Pirelli, in accordance with the IFRS10, disagreeing with the relative motivations, also in consideration of the fact that the shareholder pact between Camfin and CNRC/MPI Italy is still in force and that, in their opinion, therefore CNRC/MPI Italy maintains control over Pirelli in accordance with article 93 of the TUF.

Published on: 14 May 2025, 17:48 CET

The Shareholders’ Meeting therefore will be call to resolve upon the:

1.      approval of the financial statements as at 31 december 2024 and connected decisions with regard to the dividend distribution;

2.      approval of the Policy regarding remuneration for 2025 as well as expressing itself, via a consultative vote, on the compensations paid for 2024;

3.      approval, for the part linked to the Total Shareholder Return, of the adoption of the medium- long term monetary incentive plan for the 3-years period 2025-2027 (LTI 25-27) for the Group management in general.

The Company, in compliance with the regulation in force and pursuant to the Company Bylaws, 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 dedicated section. 

Note, as already announced to the market on 30 April 2025, the Company announces that the Annual Financial Report to 31 December 2024 is available to the public at the company’s headquarters in Milan at Viale Piero e Alberto Pirelli 25, at Borsa Italiana S.p.A. and through the authorized eMarket storage mechanism (emarketstorage.com) as well as being published on the company website www.pirelli.com.

The Annual Financial Report includes the draft financial statements, the consolidated financial statements, the management report- including the Consolidated Sustainability Reporting in accordance with Legislative Decree 125/2024 - the certification pursuant to article 154-bis, subsections 5 and 5-ter, of the Legislative Decree of 24 February 1998, n. 58 (“TUF), the annual Report on corporate governance and structure of share ownership and the Remuneration Report, supported by the relative reports from the Board of Statutory Auditors and auditing company.

With the today publication of a notice of call, the documentation regarding the agenda items has been made available to the public at the Company headquarters in Milan in Viale Piero e Alberto Pirelli 25, at Borsa Italiana S.p.A., the authorized storage mechanism eMarket Storage (emarketstorage.com) and the Company website www.pirelli.com.

Published on: 6 May 2025, 17:40 CET

The Annual Financial Report includes the draft financial statements, the consolidated financial statements, the management report- including the Consolidated Sustainability Reporting in accordance with Legislative Decree 125/2024 - the certification pursuant to article 154-bis, subsections 5 and 5-ter, of the Legislative Decree of 24 February 1998, n. 58 (“TUF), the annual Report on corporate governance and structure of share ownership and the Remuneration Report, supported by the relative reports from the Board of Statutory Auditors and auditing company.

Published on: 30 April 2025, 18:45 CET

Published on: 28 April 2025, 20:39 CET

SINOCHEM GROUP’S CONTROL OVER PIRELLI ENDS IN ACCORDANCE WITH IFRS 10 ACCOUNTING PRINCIPLE, WITH A MAJORITY VOTE

 DIALOGUE WITH THE MAIN SHAREHOLDERS CONTINUES TO ALIGN GOVERNANCE WITH USA REGULATIONS

***

Milan, 28 April 2025 – The Board of Directors of Pirelli & C. Spa met today and majority approved results to 31 December 2024 with the favourable vote of 9 out of 15 board members. Votes against were the one of Chairman Jiao Jian and the Directors Chen Aihua, Zhang Haitao, Chen Qian and Fan Xiaohua, while Director Grace Tang abstained.

The financial report, upon the proposal of the Chief Executive Officer Andrea Casaluci, contains the disclosure according to which following the issuance of the DPCM Golden Power, the control of MPI Italy (and, therefore, of Sinochem) over Pirelli has ended pursuant to the IFRS 10. At the same time, Pirelli, pursuant to the afore mentioned accounting principle, is not subject to the control of any entity.

The verification of the existence of control by the Sinochem Group, through Marco Polo Italy (MPI Italy) was raised by the board of statutory auditors and management following the issuance of the DPCM Golden Power and the theme was analyzed in depth with the support of auditing and primary law firms. The decision was also taken in compliance with Consob’s provision which had returned the relevant evaluation to the Board of Directors to be conducted through the application of the IFRS 10 international accounting principle. The board members who expressed a contrary vote, or abstained, were motivated in their dissent solely with regard to the declaration of the end of Sinochem’s control of Pirelli, in accordance with the IFRS10, disagreeing with the relative motivations, also in consideration of the fact that the shareholder pact between Camfin and CNRC/MPI Italy is still in force and that, in their opinion, therefore CNRC/MPI Italy maintains control over Pirelli in accordance with article 93 of the TUF.

The management notes that the decision regarding the absence of control of the shareholder Sinochem represents a first, but not decisive, step on the path to the necessary adjustment of company governance to regulatory constraints in the USA, a key market in the High Value tyre segment and for the development and distribution of Cyber Tyre technology. Management therefore reaffirmed it will continue its dialogue with the main shareholders to align Pirelli’s governance with American regulations, particularly regarding connected vehicles, in the interests of the company and all its stakeholders.

2024 Financial Results

Full-year 2024, the unaudited and preliminary results of which were communicated to the market on 26 February 2025, closed with a consolidated net profit of 501.1 million euro, an increase of 1% compared with 495.9 million euro in 2023, and revenues increasing by 1.9% to 6,773.3 million euro. The year also saw a further improvement in the group’s sustainability performance: for more details refer to the press release of 26 February 2025.

The Board today also approved the results of the Parent Company Pirelli & C. Spa which in 2024 posted a net profit of 302.0 million euro, an increase of 24.3% compared with 242.9 million euro in 2023. The Board, in line with the dividend policy of the 2024-2025 Industrial Plan Update, which for 2024 called for the distribution equal to around 50% of the consolidated net result, will propose to the shareholders’ meeting the distribution of a dividend of 0.25 euro per share (0.198 euro per share for 2023) for an overall total of 250 million euro.

The dividend for 2024 will be paid from 25 June 2025 (coupon detachment 23 June 2025 and record 24 June 2025).

2025 Targets

Pirelli confirms – in view of the high level of uncertainty surrounding US tariffs – the targets communicated to the market on 26 February 2025. The company has already defined a mitigation plan for the impact of USA tariffs, should the measures currently announced come into effect, with the aim of guaranteeing the Adjusted Ebit target and cash generation at the lower end of guidance, therefore achieving the deleveraging target. 

Published on: 28 April 2025, 16:49 CET

At the moment, however, nothing has been decided given the regulatory obstacles linked to questions of governance and shareholder structure regarding which, as is known, evaluations and in-depth analyses with Sinochem are still ongoing.

Published on: 11 April 2025, 10:12 CET

Published on: 27 March 2025, 20:12 CET

The shareholders meeting will as a consequence be held on 12 June 2025 instead of 27 May as previously scheduled.

Published on: 27 March 2025, 19:12 CET

Published on: 26 March 2025, 16:04 CET

REVENUES 6.77 BILLION EURO, ADJUSTED EBIT 1.06 BILLION WITH A MARGIN OF 15.7% AND CASH FLOW BEFORE DIVIDENDS OF +534 MILLION EURO

NET PROFIT 501 MILLION EURO

IN 2024 FURTHER IMPROVEMENT OF SUSTAINABILTY PERFORMANCES

Full-year 2024

- Revenues: 6,773.3 million euro (2024 target ~6.7 billion euro), +1.9% compared with 6,650.1 million euro in 2023, organic variation +4.4% excluding forex effect of -2.5%

- Price/Mix: +2.5% thanks to mix improvement (in line with target of around +2.5%)

- Adjusted Ebit: 1,060.5 million euro (~1,040 million euro implicit in profitability targets), +5.9% compared with 1,001.8 million euro in 2023. Improvement of price/mix and efficiencies more than offset the negative impact of raw materials and inflation

- Adjusted Ebit Margin 15.7% (target ~15.5%)

- Net profit: 501.1 million euro, an increase of 1.0% compared with 495.9 million euro in 2023

- Net cash flow before dividends: +533.9 million euro (+508.9 million euro in 2023) exceeding target of “between ~500 and ~520 million euro”

- Net Financial Position: -1,925.8 million euro on 31 December 2024 (-2,816.2 million euro on 30 September 2024 and -2,261.7 million on 31 December 2023) above target of ~1.95 billion euro. Nfp/Adjusted Ebitda ratio ~1.27x (target ~1.32/~1.26x)

- Research and Development Spend: 289.5 million euro in 2024 (4.3% of total revenue), of which 272.8 million euro devoted to High Value (5.3% of High Value revenues)

- In 2024 further improvement in sustainability performance

Fourth Quarter 2024

- Revenues: 1,588.8 million euro, +6.6% compared with 1,489.9 million in fourth quarter 2023 (organic variation +2.3% excluding the positive forex effect of +4.3%)

- Price/Mix: +1.8% thanks to the product mix

- Adjusted Ebit: 244.6 million euro, an increase of 11.5% compared with 219.3 million euro in the fourth quarter of 2023. The positive effect of price/mix, efficiencies and exchange rates more than offset the negative impact of raw materials and inflation

- Adjusted Ebit Margin 15.4% (14.7% in fourth quarter 2023)

- Net profit: 130.0 million euro (an increase of 53.1% compared with 84.9 million euro in fourth quarter 2023) also thanks to the positive evolution of a fiscal dispute relative to prior years

- Net cash flow before dividends: +890.7 million euro (+876.6 million euro in 2023)

***

2025 TARGETS

PIRELLI CONFIRMS TARGETS FORESEEN IN INDUSTRIAL PLAN DESPITE THE HIGHER VOLATILITY OF THE EXTERNAL CONTEXT

- Revenues seen between ~6.8 and ~7.0 billion euro, Adjusted Ebit Margin at ~16%

- Net cash flow before dividends between ~0.55 and ~0.57 billion euro

- Net Financial Position ~1.6 billion euro at end 2025, with Nfp/Adjusted Ebitda ratio ~1 times

- A plan to mitigate the impact of potential US tariffs is being prepared with the goal of guaranteeing cash generation and deleveraging targets and the lower end of Adjusted Ebit guidance

***

Milan, 26 February 2025 – The Board of Directors of Pirelli & C. Spa met today and approved preliminary, unaudited results to 31 December 2024 and the 2025 budget. The results obtained in 2024, which exceeded targets, confirm the efficacy of the business model and the implementation of strategic programs in a challenging external context.

Published on: 26 February 2024, 17:50 CET

The “A” rating in the Climate section, the maximum possible score, was given to Pirelli based on its decarbonization strategy, the effectiveness of efforts made to reduce emissions and climate risks, and to develop a low carbon emissions economy, as well as for the completeness and transparency of information provided and its adoption of best practices associated with environmental impact. This recognition from CDP is a confirmation of Pirelli’s commitment, whose long-term targets to reach Net Zero by 2040, approved by SBTi, are the most challenging among tyre makers at the global level.

The CDP, whose goal is to help companies and governments reduce their greenhouse gas emissions, protect water resources and forests, collects data related to environmental impacts, risks and opportunities, for an independent assessment with regard to the methodology with which the score is calculated. At the request of more than 700 investors, with assets totaling over 140 trillion dollars, these data, in 2024, were communicated through the CDP platform by the companied involved.

Published on: 7 February 2024, 16:10 CET

Published on: 8 January 2024, 18:35 CET

• agreement between Camfin, MTP S.p.A., China National Chemical Corporation, China National Tire & Rubber Corporation, Ltd., CNRC International Limited, Fourteen Sundew S.à r.l. and Marco Polo International Italy S.r.l.; and
• agreement between Camfin, MTP S.p.A., Nuova FourB S.r.l., Brembo N.V. and Next Investment S.r.l.. 

The above extracts are also available at the Company website www.pirelli.com. 

Published on: 3 January 2024, 19:05 CET

In extraordinary session, the Shareholders’ Meeting approved the amendments to the Company Bylaws aimed at adopting some recent regulatory changes.

In particular, the Shareholders’ Meeting approved, with more than 79% of the capital represented, the amendments to articles 7 and 8 of the Company Bylaws providing that participation in Shareholders’ Meetings and the exercise of voting rights may occur, following a resolution of the Board of Directors, exclusively through the Appointed Representative.

The Shareholders’ Meeting also approved, almost unanimously, the amendments to articles 11 and 12 of the Company Bylaws providing that the attestation of compliance of the sustainability reporting may be made, if appointed, by a person other than the manager responsible for the preparation of the corporate financial documents.

In ordinary session, the Shareholders’ Meeting approved, with more than 79% of the capital represented, the amendment to the Shareholders’ Meeting Regulation in order to adapt its contents to the new text of the Bylaws.

The minutes of the Shareholders’ Meeting will be made available to the public at the registered office of the Company, Viale Piero e Alberto Pirelli No. 25, Milan, 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 by 11 January 2025.

Published on: 12 December 2024, 12:46 CET

In extraordinary session, the Shareholders’ Meeting is called to resolve on some amendments to the Company Bylaws related to the opportunity that: 

a)   participation in Shareholders’ Meetings and the exercise of voting rights may occur, following a resolution of the Board of Directors, exclusively through the Appointed Representative in accordance with article 135-undecies of Legislative Decree No. 58/1998;

b)   the attestation on the compliance of the sustainability reporting with the rules of Legislative Decree No. 125 of 6 September 2024 may be made, if appointed, by a person other than the manager responsible for the preparation of the corporate financial documents. 

In ordinary session, the Shareholders’ Meeting is called to resolve upon the update to the Shareholders’ Meeting Regulation, in order to implement the aforementioned amendments pertaining to the participation in Shareholders’ Meeting and the exercise of voting rights and, therefore, subject to their approval.

Today, with the publication of the notice of call for the Shareholders’ Meeting, the reports of the Board of Directors and the resolution proposals relating to all the items on the agenda are 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.

How the Shareholders’ Meeting will be conducted

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. 

Published on: 8 November 2024, 15:50 CET

REVENUES INCREASE THANKS TO VOLUMES (+2.2%) AND PRICE/MIX (+2.7%) SUPPORTED BY THE PERFORMANCE OF HIGH VALUE

ADJUSTED EBIT MARGIN RISES TO 15.7%, NET CASH FLOW IMPROVED YEAR OVER YEAR 
***

IN THE THIRD QUARTER REVENUES INCREASE WITH VOLUMES (+3.0%) AND PRICE/MIX (+2.5%)

ADJUSTED EBIT MARGIN RISES TO 15.9%, NET CASH FLOW BEFORE DIVIDENDS +162.4 MLN

***
Nine months 2024

• Revenues at 5,184.5 million with organic growth of 4.9% (excluding forex impact at -4.4%), +0.5% compared with the first nine months of 2023 including effect of forex
• Further strengthening of High Value (76% of sales, 74% in first nine months of 2023)
• Volumes: +2.2% supported by the performance of High Value 
• Price/Mix: +2.7% mainly thanks to improvement of the product mix
• Adjusted Ebit: 815.9 million euro, growth of +4.3% compared with the first nine months of 2023 thanks to the solid commercial performance (volumes and price/mix) and efficiencies
• Adjusted Ebit margin rose to 15.7% (15.2% in first nine months of 2023)
• Net profit 371.1 million euro (411.0 million in the first nine months of 2023 which included the positive impacts of around 40 million euro linked to the Patent Box for the 3-year period 2020-2022)
• Net cash flow before dividends: -356.8 million euro, an improvement compared with -367.7 million in the first nine months of 2023
• Net Financial Position: -2,816.2 million euro (-2,978.0 million on 30 June 2024 and -2,261.7 million on 31 December 2023)
• SBTi validates targets for Net Zero by 2040, the most ambitious of the tyre sector

Third quarter 2024

• Revenues at 1,737.0 million euro with organic growth of 5.5% (excluding forex effect at -4.7%), +0.8% compared with 1,722.7 million euro in third quarter of 2023
• Volumes: +3.0% thanks to the marked growth of High Value
• Price/Mix: +2.5% thanks to improvement of the product mix
• Adjusted Ebit: 276.8 million euro, an increase of +4.4% compared with the third quarter of 2023 thanks to the performances of volumes, price/mix and efficiencies
• Adjusted Ebit margin rose to 15.9% (15.4% in the third quarter of 2023)
• Net profit: +139.8 million euro (+168.4 million euro in the third quarter of 2023 which included positive impacts of 40 million euro linked to the patent box for 2020-2022)
• Net cash flow before dividends: +162.4 million euro (+167.2 million euro in the third quarter of 2023)

***
2024 TARGETS

• 2024 Targets announced in August confirmed

• Decision to call ordinary and extraordinary shareholders' meeting to modify by-laws
• Calendar of 2025 company events approved

***

Milan, 7 November 2024 – The Board of Directors of Pirelli & C. Spa met today and approved results to 30 September 2024 which show a solid operating performance, notwithstanding the difficult external context, confirming the effectiveness of the business model and of the key programs of the Industrial Plan.

Published on: 7 November 2024, 17:50 CET