Common use of Internal Committees Clause in Contracts

Internal Committees. Pirelli shall maintain the Committees and procedures currently in place, with the significant role currently attributed to the independent directors, in line with the best practice of Italian listed companies. In case of approval of the revised governance system – subject in any case to reaching the necessary quorum at the Pirelli’s shareholders meeting approving the new by-laws of Pirelli – the Internal Control and Risks Committee shall be replaced by the Management Control Committee and shall be composed by 3 (three) independent directors; in case 2 (two) of such independent directors are designated in the Management Control Committee out of the slate that has been submitted by CF, (a) one of them shall be one of the independent directors designated by Newco, while (b) the other one shall be one of the independent directors designated by the Strategic Investor. Up to the moment of the possible approval of the revised governance system, the Internal Control and Risks Committee shall be composed of 3 (three) independent directors and the same rule indicated above with respect to composition of the Management Control Committee shall apply, while the other Committees of Pirelli shall remain as follows: - the Strategies Committee, composed by (i) two directors to be selected out of those designated by Xxxxx (of which one by NP and one, jointly, by UC and ISP), (ii) two directors to be selected out of those designated by the Strategic Investor and (iii) three independent directors (for a total of seven directors); - the Committee for the Appointment and Succession, composed of four directors, one of which designated by the Strategic Investor, another one designated by Newco and the remaining two directors to be independent directors; and - the Remuneration Committee, composed of three independent directors; in case two of such independent directors are elected from the slate submitted by CF, one of them shall be one of the independent directors designated by Xxxxx, while the other one shall be one of the independent directors designated by the Strategic Investor.

Internal Committees. Pirelli shall maintain the Committees and procedures currently in place, with the significant role currently attributed to the independent directors, in line with the best practice of Italian listed companies. In case of approval of the revised governance system – subject in any case to reaching the necessary quorum at the Pirelli’s shareholders meeting approving the new by-laws of Pirelli – the Internal Control and Risks Committee shall be replaced by the Management Control Committee and shall be composed by 3 (three) independent directors; in case 2 (two) of such independent directors are designated in the Management Control Committee out of the slate that has been submitted by CF, (a) one of them shall be one of the independent directors designated by NewcoXxxxx, while (b) the other one shall be one of the independent directors designated by the Strategic Investor. Up to the moment of the possible approval of the revised governance system, the Internal Control and Risks Committee shall be composed of 3 (three) independent directors and the same rule indicated above with respect to composition of the Management Control Committee shall apply, while the other Committees of Pirelli shall remain as follows: - the Strategies Committee, composed by (i) two directors to be selected out of those designated by Xxxxx (of which one by NP and one, jointly, by UC and ISP), (ii) two directors to be selected out of those designated by the Strategic Investor and (iii) three independent directors (for a total of seven directors); - the Committee for the Appointment and Succession, composed of four directors, one of which designated by the Strategic Investor, another one designated by Newco and the remaining two directors to be independent directors; and - the Remuneration Committee, composed of three independent directors; in case two of such independent directors are elected from the slate submitted by CF, one of them shall be one of the independent directors designated by Xxxxx, while the other one shall be one of the independent directors designated by the Strategic Investor.

Internal Committees. Pirelli shall maintain the Committees and procedures currently in place, with the significant role currently attributed to the independent directors, in line with the best practice of Italian listed companies. In case of approval of the revised governance system – subject in any case to reaching the necessary quorum at the Pirelli’s shareholders meeting approving the new by-laws of Pirelli – the Internal Control and Risks Committee shall be replaced by the Management Control Committee and shall be composed by 3 (three) independent directors; in case 2 (two) of such independent directors are designated in the Management Control Committee out of the slate that has been submitted by CF, (a) one of them shall be one of the independent directors designated by Newco, while (b) the other one otherone shall be one of the independent directors designated by the Strategic Investor. Up to the moment of the possible approval of the revised governance system, the Internal Control and Risks Committee shall be composed of 3 (three) independent directors and the same rule indicated above with respect to composition of the Management Control Committee shall apply, while the other Committees of Pirelli shall remain as follows: - the Strategies Committee, composed by (i) two directors to be selected out of those designated by Xxxxx Newco (of which one by NP and one, jointly, by UC and ISP), (ii) two directors to be selected out of those designated by the Strategic Investor and (iii) three independent directors (for a total of seven directors); - the Committee for the Appointment and Succession, composed of four directors, one of which designated by the Strategic Investor, another one designated by Newco and the remaining two directors to be independent directors; and - the Remuneration Committee, composed of three independent directors; in case two of such independent directors are elected from the slate submitted by CF, one of them shall be one of the independent directors designated by XxxxxNewco, while the other one shall be one of the independent directors designated by the Strategic Investor.