Other Information

Information on ownership structure (pursuant to Art. 123 bis of the Consolidated Law on Finance-TUF)

The information pursuant to Article 123 bis of Legislative Decree 58 of February 24, 1998 can be found in the Report on Corporate Governance and the Structure of Share Ownership, included in Volume B of this Annual Financial Report and published in the Governance section of the Company website (www.pirelli.com).

Security Policy Document

In accordance with the provisions of Appendix B, paragraph 26 of Legislative Decree 196 of June 30, 2003, notice is given that Pirelli & C. S.p.A. has updated its Security Policy Document for the year 2011.

Foreign subsidiaries not in the European Union (Non-EU Companies)

Pirelli & C. S.p.A. directly or indirectly controls a number of companies with registered offices in countries that are not members of the European Union (Non-EU Companies) and which are of significant importance under the terms of Art. 36 of Consob Regulation 16191/2007 on market regulation (“Market Regulation”).

At December 31, 2011, the Non-EU Companies that were directly or indirectly controlled by Pirelli & C. S.p.A. and of material interest pursuant to Article 36 of the Market Regulation were Pirelli Pneus Ltda (Brazil); Pirelli Tire LLC (USA); Pirelli Tyre Co. Ltd (China); Turk Pirelli Lastikleri A.S. (Turkey); Pirelli de Venezuela C.A. (Venezuela); Pirelli Neumaticos S.A.I.C. (Argentina).

Also under the terms of the same regulations, the Company has in place specific and appropriate “Group Operating Rules” which ensure immediate, constant and full compliance with the provisions contained in the said Consob Regulations1. Under the terms of the said Operating Rules, the competent corporate functions of the parent precisely and periodically identify and disclose all Non-EU Companies of material interest under the Market Regulations, and – with the necessary and timely collaboration of the companies involved – guarantee collection of the data and information and verification of the circumstances as required by Article 36 of the Market Regulations, ensuring that the information and figures provided by the subsidiaries are available in the event of a request by Consob. Furthermore, a regular flow of information is provided in order to ensure that the Board of Statutory Auditors of the Company can carry out the required and appropriate audits. Finally, in keeping with the regulatory provisions, the above “Operating Rules” prescribe how the financial statements (the balance sheet and income statement) of material Non-EU Companies prepared for use in the consolidated financial statements are to be made available to the public.

Therefore, it is certified that the Company has fully complied with the provisions of Article 36 of Consob Regulation 16197/2007 and that its conditions have been satisfied.

Related party transactions

Pursuant to Article 5(8) of Consob Regulation no. 17221 of March 12, 2010, concerning related party transactions, and the subsequent Consob Resolution no. 17389 of June 23, 2010, the only most significant transaction that occurred between January 1, 2011 and December 31, 2011, as defined in Article 3(1)(a) of that regulation, was the renewal until July 2017 of the loan in favour of Prelios S.p.A. (formerly Pirelli RE). The loan totals euro 160 million (up euro 10 million from the euro 150 million previously lent) and envisages full repayment on maturity.

This loan was renewed in performance of the covenants agreed in 2010 by Pirelli & C. in favour of the lending banks of Pirelli RE (now Prelios Spa) in order to obtain the necessary authorisation from them to proceed with the demerger of Pirelli RE from the Pirelli Group, and as disclosed in the press release of May 4, 2010 and in the documentation provided to the public at the Extraordinary Shareholders’ Meeting of July 15, 2010.

This transaction was unanimously approved by the Board of Directors, after receiving the unanimous favourable opinion of the Committee for Related Party Transactions, all of whose members are independent directors. The loan has to be classified as a related party transaction due to the relationship existing between Pirelli and Prelios through Camfin which, pursuant to the Regulation, has “significant influence” over Prelios and is “most significant,” insofar as it exceeds the thresholds identified pursuant to Article 4(1)(a) of the aforementioned Consob Regulation. The terms and conditions of the loan are set out in the transaction disclosure document that, pursuant to Article 5 of the aformentioned Regulation, was made available to the public at the Company head office and at Borsa Italiana S.p.A., and was also published on the Group website www.pirelli.com on December 30, 2011.

There were no other related party transactions that had a material impact on the Group’s financial position or earnings.

Furthermore, there were no material, non-recurring, unusual and/or atypical related transactions, including intercompany transactions.

The information on related party transactions required pursuant to Consob Notice no. DEM/6064293 of July 28, 2006 is presented in the financial statements and in the Explanatory Note “Related party transactions” of the Annual Financial Report at December 31, 2011. In the 2010 financial year, the Board of Directors approved the Procedure for Related Party Transactions in view of, inter alia, implementing the aforementioned Consob regulation. For more details on the Procedure for Related Party Transactions, please see the section Interests of Directors and Related Party Transactions in the Annual Report on Governance and Share Ownership.

1 Even before adoption of the aforementioned “Group Operating Rules”, the administrative, accounting and reporting systems in place at the Pirelli Group already allowed the Company to comply substantially with the regulatory requirements.