Pirelli calls for special meeting Feb. 15

MILAN, Italy (Nov. 24, 2015) — Pirelli & C. S.p.A.'s board of directors has scheduled an extraordinary shareholders' meeting on Feb. 15, 2016, to vote on the merger of Pirelli with new parent company ChemChina and adopt new by-laws in accordance with the new ownership structure.

The calling of the shareholders' meeting follows the conclusion of the public tender offer launched on the ordinary and savings share capital of Pirelli by Marco Polo Industrial Holding S.p.A., a company indirectly controlled by China National Chemical Corp. (ChemChina) through China National Tire & Rubber Co., Ltd.

Marco Polo Industrial Holding now owns, directly and indirectly, 100 percent of Pirelli's ordinary shares, which were delisted on Nov. 6.

Pirelli also said it expects the meeting will address the appointment of seven directors who would replace the directors appointed in September and October as the merger process unfolded.

Shareholders also will be called to approve the mandatory conversion of savings shares into a special class of newly issued non-voting shares. These special shares will have no voting rights in the general shareholders' meeting but will carry the same economic privileges attributed to the savings shares under the current by-laws.

Marco Polo Industrial Holding owns, directly and indirectly, more than 93.2 percent of the savings share capital.

In light of the small number of these residual savings shares, Pirelli intends to convert them into special shares and delist them from the Mercato Telematico Azionario.