Auditing Company

The statutory audit is performed by a company appointed by the Shareholders’ Meeting and selected from among the companies registered in the special register kept by Consob.

Reconta Ernst & Young S.p.A.56 was appointed to audit the annual Financial Statements, the consolidated Financial Statements and the abridged half-yearly Financial Statements referred to the 2008 – 2016 financial years. As provided for by law, the appointment was made based on the motivated proposal by the Board of Statutory Auditors that had performed an in-depth technical and economic evaluation analysis. The evaluation was performed on the basis of a comparative and overall analysis of the proposals received, with particular reference to the comparison of (i) the costs and the terms and conditions of the mandate; (ii) the mix of the staff employed; (iii) the coverage of the territory, the expertise and the specific experience and (iv) the fees proposed for the same perimeter.

The Reconta Ernst&Young S.p.A. audit company is the Italian organisation in the Ernst&Young network that was also appointed to audit the Financial Statements of the principal companies of the Pirelli Group, through the organisations present in the various countries in which Pirelli operates. Pietro Carena is the person in Pirelli & C. S.p.A. who is responsible for auditing the accounts.

The auditing company is required to verify the preparation of the report on corporate governance and the structure of share ownership, as well is to express the so-called “opinion on consistency” referred to some information disclosed in this Report.

Once a year the auditing company defines a plan of activities that is notified to the Committee for Internal Control, Risks and Corporate Governance.

The fees paid to Reconta Ernst&Young (and to the companies in its network) are reported 56 Refer to the Minutes of the Shareholders’ Meeting held on April 29, 2008 available on the Company’s Internet website. in detail in the notes to the annual and consolidated Financial Statements of Pirelli & C. as of December 31, 2011.

During 2011 the Committee and the Board of Statutory Auditors also defined a structured procedure for Pirelli to confer appointments (in particular, “non-audit” appointments) to companies in the Ernst&Young network establishing the required prior and express authorisation by the Finance Director who is responsible, with the support of the Internal Audit Director, for verifying that the appointment to be conferred is not included among the appointments which are prohibited by the Unified Statutory Audit Law and that, it any event, its characteristics do not influence the auditor’s independence. Moreover, all the appointments which envisage a fee that exceeds 50 thousand euro, however, are required to be submitted to the prior examination by the Board of Statutory Auditors and the Committee for Internal Control, Risks and Corporate Governance, except in the case of motivated and specific reasons (for example: appointments not included in the auditing services, which the laws and regulations, also regulatory provisions, expressly establish are to be performed by the Auditor). The Internal Audit Director provides the Committee and the Board of Statutory Auditors with a list of non-audit services assigned to the auditor at least every quarter.

56 Refer to the Minutes of the Shareholders’ Meeting held on April 29, 2008 available on the Company’s Internet website.