Pirelli & C. S.p.a. - Milan DATA MEETS PASSION 2017 Annual Report SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THEFINANCIAL YEAR 86 ALTERNATIVE PERFORMANCE INDICATORS 87 CONTENTS OTHER INFORMATION 88 REPORT ON RESPONSIBLE MANAGEMENT LETTER FROM THE CHAIRMAN 6 02. OF THE VALUE CHAIN 92 LETTER FROM CEO 8 102 NOTICE OF SHAREHOLDERS’ MEETING 10 METHODOLOGICAL NOTE ECONOMIC DIMENSION 112 CORPORATE BODIES 11 ENVIRONMENTAL DIMENSION 132 PRESENTATION OF 2017 PIRELLI INTEGRATED REPORT 14 SOCIAL DIMENSION 153 DATA MEETS PASSION 18 HOW THE DIGITAL REVOLUTION HAS CHANGED EVERY ASPECT OF OUR LIVES, PRIVATE AND BUSINESS by Tom McCarthy 22 REPORT ON THE CORPORATE GOVERNANCE 192 THE TECHNOLOGY OF OUR DESIRE by Mohsin Hamid 24 03. AND STRUCTURE OF SHARE OWNERSHIP THE NEXT COGNITIVE REVOLUTION by Ted Chiang 26 GLOSSARY 202 EMILIANO PONZI 28 INTRODUCTION 203 COMPANY PROFILE 203 01. DIRECTORS’ REPORT ON OPERATIONS 32 INFORMATION ON THE OWNERSHIP STRUCTURE 205 COMPLIANCE 209 COMPANY PROFILE 42 BOARD OF DIRECTORS 209 MACROECONOMIC AND MARKET SCENARIO 57 PROCESSING OF CORPORATE INFORMATION 215 SIGNIFICANT EVENTS OF 2017 61 BOARD COMMITTEES 216 GROUP PERFORMANCE AND RESULTS 63 STRATEGIES COMMITTEE 217 RESEARCH AND DEVELOPMENT ACTIVITIES 74 APPOINTMENTS AND SUCCESSION COMMITTEE 217 PARENT COMPANY HIGHLIGHTS 77 RELATED-PARTY TRANSACTIONS COMMITTEE 218 RISK FACTORS AND UNCERTAINTY 79 COMPENSATION COMMITTEE 218 OUTLOOK FOR 2018 85 REMUNERATION OF THEDIRECTORS 219 CORPORATE GOVERNANCE, SUSTAINABILITY, 07. RESOLUTIONS 466 CONTROL AND RISKS COMMITTEE 219 SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT 220 08. CERTIFICATIONS 480 INTERESTS OF THEDIRECTORS AND RELATED-PARTY TRANSACTIONS 224 BOARD OF STATUTORY AUDITORS 224 A. CERTIFICATION OF THECONSOLIDATED FINANCIAL INFORMATION FLOWS TO THE DIRECTORS AND STATUTORY AUDITOR 227 STATEMENTS PURSUANT TO ART. 154 BIS OF LEGISLATIVE RELATIONS WITH SHAREHOLDER 227 DECREE 58 OF FEBRUARY 24, 1998 482 SHAREHOLDERS’ MEETINGS 228 B. INDEPENDENT AUDITORS REPORT ON THE CONSOLIDATED CHANGES SINCE THE END OF THEYEAR 229 FINANCIAL STATEMENTS 484 C. CERTIFICATION OF THEPARENT FINANCIAL STATEMENTS PURSUANT 04. REMUNERATION REPORT 244 TO ART. 154 BIS OF LEGISLATIVE DECREE 58 OF FEBRUARY 24, 1998 492 D. INDEPENDENT AUDITORS REPORT ON THE PARENT FINANCIAL REMUNERATION POLICY FOR YEAR 2018 255 STATEMENTS 494 2017 REMUNERATION REPORT 273 E. SUMMARY/CORRELATION TABLES 500 F. INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED 05. CONSOLIDATED FINANCIAL STATEMENTS 284 NON-FINANCIAL DISCLOSURE PURSUANT TO ARTICLE 3 OF THEITALIAN LEGISLATIVE DECREE 254 OF 30 DECEMBER 2016 AND ARTICLE 5 OF CONSOB FINANCIAL STATEMENTS FORMATS 294 REGULATION N. 20267 511 EXPLANATORY NOTES 300 SCOPE OF CONSOLIDATION 379 SEPARATE FINANCIAL STATEMENTS 06. OF PIRELLI & C. S.P.A. 388 FINANCIAL STATEMENTS FORMATS 390 EXPLANATORY NOTES 395 ANNEXES TO THE EXPLANATORY NOTES 439 REPORT OF THEBOARD OF AUDITORS TO THE SHAREHOLDERS’ MEETING 446 LETTER FROM THE CHAIRMAN Ren Jianxin ear Stakeholders, institutional investors’ over-subscription rate was 2.4 times the offering and retail investors’ was around 1.4 The year 2017 was one of great achievement for Pirelli and one in which the company made times. This reflected investors’ recognition of our value and their confidence in our future development. great strides towards the realization of its strategic vision, drawing on the Company’s The accomplishments of 2017 confirm the excellence of Pirelli. It must be stressed in particular that Pirelli’s deep industrial heritage, prestigious brand, and excellent innovation ability. excellence is attributed to Marco Tronchetti Provera and his team. It is his strategic vision, creativity, Pirelli last year completed the separation of its Industrial activities from its Consumer ones enthusiasm, and extraordinary appeal that drive Pirelli to grow robustly and overtake its competitors, for which with the aim of strengthening both based on different target markets. The first are destined to be combined with he well deserves the praise of the world as a first-class entrepreneur. These achievements validate my great belief ANNUAL REPORT 2017 D ChemChina’s Industrial activities to ensure long-term success through scale expansion, capacity integration, in Pirelli’s future prospects which, as always, will be built on the passion and commitment of its people, ability and business coordination by relying on the great potential of China's industrial tyre market. On the other hand, to innovate, team work and care for both customers and employees. Pirelli will remain strategically focused on tyres for cars and motorcycles, in particular the high end, with the I extend sincere thanks to Marco, his team, our hard working employees, our customers, stakeholders, and all goal of further strengthening its position of leadership. others who have contributed to Pirelli’s success. This strategy will enhance Pirelli’s push into the “High Value” segment, including Premium and Prestige, which means to continuously improve the extraordinary quality of Pirelli products through technological innovation. Ren Jianxin Letter from the Chairman 6 This segment will enjoy faster growth, higher profit margins, and greater resilience even in the face of economic Chairman 7 Letter from the Chairman downturns. This segment is forecast to grow by 9% between 2016 and 2020, a rate 4 times faster than standard tyres, driven particularly by demand in Europe, North America and, not least, China. To maintain market leadership the company must formulate a forward-looking industry plan. Digitalization is today already central to mobility and its importance will only grow over time. Year 2017 saw Pirelli’s launch of “Connesso,” the first smart tyre for cars marketed in the world. Thanks to the implementation of the company’s digitalization strategy, the ability to receive information directly from ANNUAL REPORT 2017 the road, which Pirelli can already offer, will have great value for car makers and drivers, as well as helping to develop products that better serve the market. Pirelli always adheres to value creation and value sharing. The company is also studying the market for electric, hybrid and autonomous vehicles and last year returned to the bicycle tyre market with its Velo range. Based on a long-term vision, these actions will lead consumption and embody the values of sustainability, environmental awareness, and social responsibility, all of which are key elements for the future and sustainable growth of the company and the world economy on which we depend. In the area of sustainability, Pirelli gained significant recognition in 2017, being placed first in the world in the auto components industry in one of the sector’s most prestigious rankings. Sustainability targets are an integral part of the 2017-2020 Industrial Plan and a new “Sustainability Plan” addresses all aspects of the business from green performance products to environmentally efficient industrial processes to employment policies favoring employee diversity, safety and continuous training in line with the company’s strategy. The year’s work culminated, at the conclusion of the transformation, with the return to the Milan stock exchange with the biggest IPO of 2017 in continental Europe. The operation was seen favorably by financial markets where LETTER FROM CEO Marco Tronchetti Provera ear Stakeholders, of growth and where we have a solid industrial presence. We have, as well, a strong position in the Latam For Pirelli 2017 was a year of intense work, deep transformation and significant results. area and in Russia: two markets of great potential which have shown signs of significant improvement. In less than two years from our delisting, in October we returned to the stock exchange Our dedication to making Pirelli always more forward looking was underscored by the results achieved a different and stronger company. In fact, we concluded the process of transformation in 2017 which reflect both the guidelines set out in the 2017-2020 industrial plan and commitments to the which turned Pirelli into the sector’s only Pure Consumer Tyre Company, focused on market. Profitability exceeded 17% (adjusted ebit margin before start-up costs) on sales of over 5.3 billion the High Value segment with a high level of technological content. A renewed strategic vision which – euro - of which more than 3 billion derived from High Value products, an increase of 11.8% - while net profit ANNUAL REPORT 2017 D together with clear governance based on the best international practices – earned the appreciation of the from continuing operations grew by 60.5%. Thanks to the support of shareholders, who accompanied Pirelli market as seen in the solid demand for the IPO. back to the stock exchange, a solid operating performance and great cash generation our financial profile We operate in a highly competitive segment of the market, where technology represents a strong barrier also improved, with the net financial position/Adjusted Ebitda before charges and start-up costs ratio at to entry. In 2017 Pirelli once again distinguished itself through its great commitment to innovation and 2.7 times (compared with 4.6 times in 2016). technology. In 2017, over 90% of total expenditure in Research and Development went towards High Value These results are the fruit of the professionalism and passion of all the men and women who work for products, equal to 6.5% of the relative revenues, one of the highest levels among the principle tyre makers Pirelli, who compete every day to make our company a leading example of Italian excellence in the world Letter from CEO 8 worldwide. and our brand one of the most recognized at the global level. To all of them and to all our stakeholders 9 Letter from CEO The commitment to innovation is one experienced each day by all the men and women of Pirelli through thank you once again. our digital transformation. Thanks to a team dedicated to the study and analysis of Big Data we are implementing new tools capable of further improving our production processes, offering greater demand Marco Tronchetti Provera predictability and making the work of our people more dynamic.