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Market Abuse Procedure

Approved by the Board of Directors

of Pirelli & C. S.p.A. on 31 August 2017

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Contents 1 Introduction............................................................................................................................ 4

2 Purpose and scope of application ......................................................................................... 4

3 References ............................................................................................................................ 5

4 Definitions.............................................................................................................................. 6

SECTION I - MANAGEMENT OF INSIDE INFORMATION .............................................................. 7

5 Recipients.............................................................................................................................. 7

6 Required conduct of Recipients ............................................................................................ 7

7 Guidelines for the identification of Inside Information ........................................................... 8

8 Assessment of the inside nature of information and its classification ..................................11

9 Disclosure to the public of Inside Information ......................................................................11

10 Relations with the press ...................................................................................................... 13

11 Relations with the financial community ............................................................................... 13

12 Delay in the disclosure to the public of Inside Information .................................................. 14

SECTION II - LIST OF PERSONS WITH ACCESS TO THE INSIDE INFORMATION ................... 17

13 Natural or legal persons included on the List ...................................................................... 17

14 Keeping the List .................................................................................................................. 19

15 Communications from the Persons to the Keeper .............................................................. 21

SECTION III - REGULATION OF INTERNAL DEALING ................................................................ 22

16 Scope of application ............................................................................................................ 22

17 Identification of internal dealing parties ............................................................................... 22

18 Identification of the transactions to be notified .................................................................... 24

19 Activities of the Officer in Charge ........................................................................................ 26

20 Obligations to notify and publish Significant Transactions .................................................. 27

21 Examination and acceptance of the Procedure by the Significant Parties ......................... 28

22 Black-Out Period ................................................................................................................. 29

SECTION IV - MARKET SOUNDINGS ........................................................................................... 31

23 Definition of market soundings ............................................................................................ 31

24 Making market soundings ................................................................................................... 31

25 Receiving market soundings ............................................................................................... 35

26 Market soundings via third parties ...................................................................................... 36

ATTACHMENT 1 – List of Financial Instruments ............................................................................ 37

ATTACHMENT 2 – Examples of Inside Information ........................................................................ 39

ATTACHMENT 3 – Template for the Specific Section of the List .................................................... 41 ATTACHMENT 4 – Template for the Permanent Section of the List ............................................... 42

ATTACHMENT 6 – Examples of MAR Significant Transactions .................................................. 60

ATTACHMENT 7 - Template for notification and disclosure to the public of transactions carried out

by MAR Significant Parties .............................................................................................................. 63

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ATTACHMENT 8 - Template for notification and disclosure to the public of transactions carried out

by IR Significant Parties .................................................................................................................. 67

ATTACHMENT 9 – Declaration of acceptance of the Market Abuse Procedure by MAR Significant

Parties ............................................................................................................................................. 69

ATTACHMENT 10 – Information for Persons closely related to MAR Significant Parties ............... 72

ATTACHMENT 11 – Exemption from the Black-Out Period restrictions ......................................... 73

REGULATIONS APPENDIX – Significant Regulations ................................................................... 76

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1 Introduction

1.1 Pirelli believes that Company information is an essential part of corporate assets,

and that it should be protected and secured for the accomplishment of its goals,

over and beyond statutory requirements.

1.2 This procedure (the “Procedure”) defines principles and rules for the prevention

of market abuse by Pirelli & C. S.p.A. (“Pirelli” or the “Company”), by the group

companies that report to it (the “Pirelli Group” or the “Group”) and by the

parties under their control. The Procedure is approved by the Company’s Board of

Directors. The Officer in Charge (as later defined) is responsible for submitting to

the Board any amendments to the Procedure and for implementing any

immaterial updates of the Procedure and its Attachments resulting from

organisational and procedural changes.

1.3 Pursuant to the seventh recital of the Market Abuse Regulation (as defined later),

the market abuse concept encompasses unlawful behaviours in the financial

markets, being: (a) Insider Dealing (as defined later); (b) the unlawful disclosure

of Inside Information; and (c) market manipulation.

1.4 The objectives of the Procedure are to:

a) protect investors, to avoid situations in which information is not available

equally to all (“information asymmetry”) and prevent certain parties from

using information that is not in the public domain to speculate in the

markets; and

b) protect the Company from potential liabilities deriving from the conduct of

parties under its control.

1.5 Natural persons responsible for illegal acts that represent market abuse may be

subject to significant criminal and administrative penalties.

1.6 The illegal acts mentioned above may also give rise to liabilities for the Company

pursuant to Leg. Decree 231/2001, if committed in the interests or for the benefit

of the Company. Accordingly, the Procedure is an essential component of the

system of internal control of the Company, considering the requirements of Leg.

Decree 231/2001 and the 231 Organisational Model adopted by the Company.

2 Purpose and scope of application

2.1 The Procedure defines market abuse principles and rules that the Company and

parties under its control must respect to:

a) ensure the proper treatment of Inside Information about the Company by

persons who have access to it;

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b) govern trading in the shares and debt instruments of the Company, its

financial derivatives and other related financial instruments by certain senior

decision-makers (so-called “internal dealing”); and

c) define the operational procedures and scope of application of the ban,

imposed on the Company and parties that carry out administrative, control

and management functions within the Company, on carrying out transactions

in the shares and debt instruments of the Company, its financial derivatives

and other related financial instruments during pre-determined periods (so-

called “black out periods”).

2.2 This Procedure applies to Pirelli and to the other companies in the Pirelli Group.

Foreign subsidiaries apply the Procedure in compliance with local regulations.

3 References

Regulation (EU) 596/2014 of the European Parliament and of the Council of

16 April 2014 on market abuse, which repealed Directive 2003/6/EC of the

European Parliament and of the Council and Commission Directives

2003/124/EC, 2003/125/EC and 2004/72/EC (“Market Abuse Regulation”

or “MAR”);

European Commission Regulation (EU) 2016/1055 of 29 June 2016 that lays

down the implementation of technical standards with regard to the technical

means for appropriate public disclosure of inside information and for

delaying the public disclosure of inside information;

European Commission Delegated Regulation (EU) 2016/960 of 17 May 2016

that complements Regulation (EU) 596/2014 of the European Parliament

and of the Council with regard to regulatory technical standards for the

appropriate arrangements, systems and procedures applicable to market

participants that disclose information when conducting market soundings;

European Commission Implementing Regulation (EU) 2016/959 of 17 May

2016 that lays down the implementation of technical standards for market

soundings with regard to the systems and notification templates to be used

by market participants that disclose information and the format of the

records;

European Commission Implementing Regulation (EU) 2016/347 of 10 March

2016 that lays down the implementation of technical standards with regard

to the precise format of insider lists and for updating insider lists in

accordance with the MAR (“Regulation 2016/347”)

European Commission Delegated Regulation (EU) 2016/522 of 17 December

2015 that complements Regulation (EU) 596/2014 of the European

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Parliament and of the Council (“Regulation 2016/522”);

Decree 58 dated 24 February 1998 “Consolidated law on financial

intermediation” (“TUF”);

Consob Regulation 11971 dated 14 May 1999 that implements Decree 58

dated 24 February 1998 on the regulation of issuers (“Issuers’ Regulation”);

Consob Regulation 16191 dated 29 October 2007 that contains

implementation instructions for Decree 58 dated 24 February 1998 on

market matters (“Market Regulation”);

Regulation for markets organised and managed by Borsa Italiana S.p.A.

(“Stock Exchange Regulation”);

Instructions accompanying the Regulation for markets organised and

managed by Borsa Italiana S.p.A. (“Stock Exchange Instructions”);

the corporate governance code approved by the Committee for Corporate

Governance (“Corporate Governance Code”);

Decree 231 dated 8 June 2001 governing the “Administrative liability of legal

persons, companies and associations with or without legal form, pursuant to

art. 11 of Law 300 dated 29 September 2000” (“Decree 231/2001”);

Decree 196 dated 30 June 2003 “Code for the protection of personal data”.

The above references, taken together with the domestic and EU regulatory instructions

in force from time to time, govern access to inside information and market abuses

(“Relevant Regulations”).

4 Definitions

Shares: the shares issued by Pirelli.

Inside Information: precise information that has not been made public

about, directly or indirectly, one or more Financial Instruments and that, if

made public, could have a significant effect on the prices of those Financial

Instruments or on the prices of related financial derivatives, as defined in art.

7, para. 1, of the MAR and better identified in paragraph 7.2.

Significant Information: information that may become Inside Information.

List: the list of persons prepared by the Company in compliance with art. 18

of the Market Abuse Regulation and the instructions contained in Regulation

2016/347.

Pirelli Web Site: www.pirelli.com, where the Procedure and its Attachments

are posted, together with any other useful information on the same topic.

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Officer in Charge: the Corporate Vice President Corporate Affairs and Group

Compliance and Secretary of the Board of Directors.

Financial Instruments: the “financial instruments” referred to in art. 4, para.

1, point 15 of Directive 2014/65/EU of the European Parliament and of the

Council of 15 May 2014, as listed in Attachment 1 and (a) admitted to

trading in a regulated market or for which an application has been presented

for admission to trading in a regulated market; (b) traded on a multilateral

trading system, admitted to trading on a multilateral trading system or for

which an application has been presented for admission to a multilateral

trading system; (c) traded on an organised trading system; or (d) whose price

or value depends on a financial instrument sub (a)-(c), or that has an effect on

such price or value (including, but not limited to, credit default swaps and

differential financial contracts).

SECTION I - MANAGEMENT OF INSIDE INFORMATION

5 Recipients

5.1 The following are required to comply with the provisions of this Section I of the

Procedure:

a) the members of administrative, management and control bodies and the

employees of the Company and Group companies;

b) all parties that, in view of their working or professional activities, have

regular or occasional access to Inside Information about the Company or

Group companies.

The parties identified in points (a) and (b) are hereinafter referred to together as the

“Recipients”.

6 Required conduct of Recipients

6.1 Recipients are required to:

a) keep strictly confidential the information obtained in the performance of

their employment, professional activities, function or office including, in

particular, any actual or potential Inside Information (“Significant

Information”), and not to disseminate it or reveal it to anyone;

b) use the Inside Information or the Significant Information solely in relation to

their employment, professional activities, function or office and, accordingly,

not to use it, for any reason or cause, for personal purposes;

c) guarantee the maximum confidentiality of the Inside Information or the

Significant Information, until it is disclosed to the market in the manner

specified in the Procedure;

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d) inform the competent functions on a timely basis - depending on which

information is relevant to them - about any deeds, facts or omissions that

might represent a violation of the Procedure.

6.2 By incomplete way of example, the following general rules of conduct are

presented:

a) special attention must be given to assuring maximum confidentiality when

sending documentation to the members of the Board of Directors and the

Board of Statutory Auditors prior to the meetings of those boards and/or

their various committees;

b) similar care must be taken, in the context of special transactions, when

exchanging information and/or documentation with parties that act as

consultants or advisors for those transactions;

c) prior to obtaining access to Inside Information or information that is

confidential in any way, parties external to the Group must first sign a

confidentiality agreement; in the case of Inside Information, those parties

must also be added to the list referred to in Section II of the Procedure;

d) hard-copy and electronic documentation containing Inside Information or

information that is confidential in any way must be kept and stored with the

maximum diligence, in order to avoid unauthorised parties obtaining access

to it while, at the same time, ensuring the traceability of the activities, as

required by Leg. Decree 231/2001 and otherwise;

e) The confidential nature of these hard copy and/or electronic documents

must also be highlighted by marking them as “confidential” or similar, using

special envelopes or other closed containers for their transmission.

6.3 In addition, Recipients are forbidden to:

a) use Inside Information to purchase, sell or carry out transactions, directly or

indirectly, for their own account or for others, in Financial Instruments of the

Company or the Group;

b) recommend or induce others, on the basis of Inside Information, to carry out

any of the transactions indicated under the previous point.

7 Guidelines for the identification of Inside Information

7.1 In conformity with the Market Abuse Regulation, Pirelli must disclose to the

public, as soon as possible, any Inside Information that relates directly to the

Company.

7.2 Inside Information is information:

a) directly concerning the Company.

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Pursuant to art. 17, para. 1, of the MAR, the Company shall inform “the public

as soon as possible of inside information which directly concerns that issuer”;

accordingly, this does not include information that “indirectly” concerns the

Company, such as that originating from sources outside of the Pirelli Group,

even though it might affect the prices of the financial instruments issued by

Pirelli.

Given the above, following the publication of information that indirectly

concerns the Company, it is possible that Significant Information not

considered Inside information by the Company may become so; accordingly,

this information must be monitored constantly in conformity with the

provisions of the Procedure.

b) that has not been made public.

Pursuant to art. 17, para. 1, of the MAR, the Company must ensure that

Inside Information is made public in a manner which “enables fast access

and complete, correct and timely assessment of the information by the

public”; accordingly, information is deemed “non public” until the Company

has disclosed it in the manner envisaged in in the applicable regulation (i.e.

via the System for the Disclosure of Regulated Information (“SDIR”)

adopted by the Company);

c) of a precise nature.

Pursuant to art. 7, para. 2, of the MAR, information is deemed to be of a

precise nature “if it indicates a set of circumstances which exists or which may

reasonably be expected to come into existence, or an event which has occurred

or which may reasonably be expected to occur, where it is specific enough to

enable a conclusion to be drawn as to the possible effect of that set of

circumstances or event on the prices of the financial instruments or the related

derivative financial instrument, the related spot commodity contracts, or the

auctioned products based on the emission allowances.”

Additionally, in compliance with the Market Abuse Regulation, information

may be deemed to be of a precise nature in the case of a protracted process

that is intended to bring about, or that results in, particular circumstances or

a particular event, those future circumstances or that future event, and also

the intermediate steps of the process which are connected with bringing

about or resulting in those future circumstances or that future event.

Accordingly, those future circumstances or that future event, as well as the

intermediate steps in a protracted process may be deemed Inside

Information if: (i) they concern, directly or indirectly, one or more issuers or

one or more financial instruments; (ii) have not been made public; and (iii) if

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made public, could have a significant effect on the prices of those financial

instruments or on the prices of related financial derivatives1.

By way of example, information about a set of circumstances or an event that

constitutes an intermediate step in a protracted process may relate to: (i) the

status of contract negotiations; (ii) contract conditions agreed on a

provisional basis; (iii) the ability to place financial instruments; and (iv) the

condition on which those instruments are sold,

d) material, meaning information that, if made public, could have a significant

effect on the prices of financial instruments.

Pursuant to art. 7, para. 4, of the MAR, “material” information is “information

a reasonable investor would be likely to use as part of the basis of his or her

investment decisions2”.

The existence of a “probable significant effect on prices” must be analysed ex

ante, determining the degree of probability that an effect on prices could

reasonably be expected. With regard to the degree of “probability”, it is not

sufficient that the information might merely have an effect on prices while,

on the other hand, a degree of probability close to certainty is not required

either. In terms of “significance”, in the absence of quantitative criteria or

fixed thresholds established in the applicable regulation, reference must be

made, among other factors, to historical trends in the share price of the

Company. By way of example, the following useful indicators should be

considered when assessing if the information might have a significant effect

on prices: (i) the same type of information in the past had a significant effect

on prices; (ii) prior research or the opinions of financial analysts indicate

that the type of information is price sensitive, and (iii) the Company has

already treated similar information as Inside Information.

7.3 Although the importance of an individual event, an intermediate step or set of

circumstances that might be deemed to represent Inside Information must be

assessed on a case-by-case basis, Attachment 2 to the Procedure (“Examples of

Inside Information”) indicates, by mere and incomplete way of example, certain

1 Pursuant to recital sixteen of the Market Abuse Regulation, “Where inside information concerns a process which occurs in stages,

each stage of the process as well as the overall process could constitute inside information. An intermediate step in a protracted process may in itself constitute a set of circumstances or an event which exists or where there is a realistic prospect that they will come into existence or occur, on the basis of an overall assessment of the factors existing at the relevant time. However, that notion should not be

interpreted as meaning that the magnitude of the effect of that set of circumstances or that event on the prices of the financial instruments concerned must be taken into consideration. An intermediate step should be deemed to be inside information if it, by itself, meets the criteria laid down in this Regulation for inside information.”.

2 Pursuant to recital fourteen of the Market Abuse Regulation, “Reasonable investors base their investment decisions on information already available to them, that is to say, on ex ante available information. Therefore, the question whether, in making an investment decision, a reasonable investor would be likely to take into account a particular piece of information should be appraised on the basis of

the ex ante available information. Such an assessment has to take into consideration the anticipated impact of the information in light of the totality of the related issuer’s activity, the reliability of the source of information and any other market variables likely to affect the financial instruments, the related spot commodity contracts, or the auctioned products based on the emission allowances in the given

circumstances.”

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events or circumstances that might frequently be deemed to represent Inside

Information.

8 Assessment of the inside nature of information and its classification

8.1 Recipients are responsible for identifying any information with the characteristics

of Inside Information or Significant Information – and to report on a timely basis

any changes in that information, if already disclosed to the public – that comes to

their attention during their work or that originates in their organisational area

and for reporting it to the Officer in Charge.

8.2 The Officer in Charge monitors changes in the Significant Information and its

circulation within the functional areas of the Company and/or the Pirelli Group,

provides technical support and must be consulted together with the Head of

Investor Relations to assess the information.

8.3 Determination of the inside nature of the information and, therefore, the need to

make a market disclosure or – when allowed by the law – to delay that disclosure

in accordance with Article 12, depends on whether the Inside Information is of

“voluntary” (such as unilateral business decisions, special finance transactions

and agreements) or “external” origin (deriving from the occurrence of facts,

events or objective circumstances with an effect on the activities of the business

and/or the prices of the financial instruments issued).

If the information is of “voluntary” origin, the following parties are authorised to

label it as Inside Information: the Chief Executive Officer and/or Key Managers

who may delegate this responsibility to the Secretary of the Board of Directors

who - for this purpose - may coordinate with the Chief Executive Officer and/or

with Key Managers appointed by the Board of Directors.

8.4 If information of “external” origin may be deemed Inside Information, the

assessment of its inside nature is made by the Chief Executive Officer, with

support from the Officer in Charge.

8.5 After information has been labelled as Inside Information, the authorised party

activates a process for the segregation of the corresponding information to avoid

its improper circulation within and, above all, outside the organisation, as

specified in Section II of the Procedure.

9 Disclosure to the public of Inside Information

9.1 Following the assessment referred to in Article 8 and assuming the criteria for

delaying the disclosure envisaged in Article 12 of the Procedure are not met, the

Inside Information must be disclosed to the public without delay.

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9.2 These press releases, approved in advance in accordance with the procedure

described in the following paragraphs, must be prepared in the format of the

templates contained in section IA.2.6 of the Instructions to the Stock Exchange

Regulation.

9.3 Recipients who, in the light of the guidelines contained in the Procedure, believe

that the Company is obliged to disclose to the market some Inside Information

that has come to their attention - in relation to which no public disclosure has yet

been made - must notify this circumstance without delay to:

the Chief Executive Officer, if they are members of the corporate bodies of

Pirelli; or

the competent first report of the Chief Executive Officer, following assessment

by the Officer in Charge, if there are other Recipients.

9.4 The Chief Executive Officer assesses, with support from the Officer in Charge, the

importance of the facts to be disclosed and determines whether it is appropriate:

to disclose, following prior authorisation from the Board of Directors if

necessary, the Inside Information to the market in compliance with the

provisions of the Procedure; or

to delay, following prior authorisation from the Board of Directors if

necessary, public disclosure of the Inside Information, in the circumstances

and following the procedure specified in Article 12; or

not to make any disclosure to the market.

9.5 Should the Chief Executive Officer decide to disclose the Inside Information to the

market, the competent functions within the Company and, if appropriate, the

other companies within the Pirelli Group are to draft a press release together with

the Officer in Charge, so that each function can, to the extent of its responsibilities,

make its own assessment about the merits and content of the communication and

compliance with the established preparation criteria.

9.6 Having drafted the press release, the Communications function submits it for

review to the Chief Executive Officer and to the Officer in Charge.

9.7 All Company deeds and communications to be disclosed to the market that,

pursuant to current regulations, require a written attestation from the Chief

Reporting Officer must be agreed with that person.

9.8 Following final approval by the Chief Executive Officer or, if necessary, by the

Board of Directors, Communications sends the press release to Consob and to

Borsa Italiana S.p.A. using the System for the Disclosure of Regulated Information

(“SDIR”) adopted by the Company. The press release is to be promptly (in any case

within the time limit laid down by the applicable laws and regulations) posted by

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Communications, both in Italian and English, on the Pirelli Web Site, stating clearly

the date and time when the press release was issued.

9.9 In order to allow Consob and Borsa Italiana S.p.A. to promptly carry out their

respective supervisory activities, the issuer, if having to issue the press release

while the market is open, will inform Consob and Borsa Italiana S.p.A. in advance,

verbally and with suitable notice, about the potential disclosure of inside

information while financial instruments are still being traded.

10 Relations with the press

10.1 In order to ensure the proper management of Inside Information and Significant

Information, relations with the press are to be managed by the Communications

function.

10.2 The Chief Executive Officer and other expressly authorised parties are responsible

for giving interviews, making statements about the Company and participating in

meetings with journalists. The related activities are managed by the

Communications function, working together, wherever necessary, with the

competent corporate functions which ensure the reliability and consistency of the

information to be disclosed.

10.3 Any statements by the Chief Executive Officer or other authorised parties about

Significant Information, such as the status of on-going negotiations that do not yet

represent Inside Information, as defined in Article 7 of the Procedure, must be

made on a prudent basis in order to avoid fuelling expectations or misleading

effects.

11 Relations with the financial community

11.1 Prior to meetings with the financial community (such as financial analysts and

institutional investors, rating agencies, road shows, conference calls, etc.), the

Investor Relations function informs the Officer in Charge in good time about the

location, time, basis and purpose of the meeting, providing drafts of any materials

to be presented and/or distributed for assessment and to comply with any market

requirements.

11.2 If any Inside Information is found while checking in advance the contents of the

event, a specific press release is prepared for issue to the market, in accordance

with the provisions of the Procedure.

11.3 In order to ensure that all operators receive the same information, without

prejudice to current legislative and regulatory requirements, prior to meetings

with the financial community that are usually attended by leading members of the

press, the Officer in Charge checks that any disclosure requirements towards

Consob and Borsa Italiana S.p.A. have been fulfilled.

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11.4 If Inside Information is inadvertently disclosed during meetings with the financial

community, the functions responsible work together with the Officer in Charge to

prepare a press release for issue on a timely basis in accordance with the

provisions of the Procedure.

12 Delay in the disclosure to the public of Inside Information

12.1 Under its own responsibility, the Company may delay the disclosure to the public

of Inside Information, on condition that all the following conditions are met:

a) the disclosure might prejudice, on the balance of probabilities, its legitimate

interests;

b) the delay in the disclosure should not, on the balance of probabilities, mislead

the public;

c) the Company is able to guarantee the confidentiality of the information.

12.2 When assessing whether or not the above conditions are met, the competent

functions of the Company take into account ESMA orientations and the related

Consob communications on the matter.

12.3 Significant circumstances include those in which disclosure to the public of Inside

Information might compromise the completion of a transaction by the Company

and/or by one or more of its subsidiaries or might, for reasons relating to the

unclear definition of events or circumstances, cause the public to make erroneous

assessments.

12.4 The exercise of this right must be decided by the Chief Executive Officer of the

Company, or by the Board of Directors of the Company if the confidential

information falls under its responsibility, with support, as necessary, from the

Chief Executive Officer and the Officer in Charge.

12.5 The decision must be notified to the Officer in Charge together with the following

information:

a) the date and time when the decision was made to delay the disclosure to the

public;

b) the specific legitimate interests that might be compromised by timely

communication;

c) the considerations that led to the decision to delay the disclosure;

d) the identities of the parties that are aware of the Inside Information;

e) the date and time when those parties became aware of the Inside Information.

12.6 The Officer in Charge arranges, without delay, to record on the List referred to in

Section II of the Procedure the details of the parties in possession of the delayed

Inside Information.

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12.7 When delaying disclosure to the public, access to the delayed Inside Information

must be controlled in order to protect its confidentiality by the adoption of

effective measures that:

a) prevent access to the delayed Inside Information by persons other than those

who need it in order to carry out their functions within the Company;

b) guarantee that the persons with access to the delayed Inside Information

recognise the consequent legal and regulatory duties and are aware of the

possible penalties for the abuse or unauthorised disclosure of the

Information;

c) ensure immediate disclosure to the public of the delayed Inside Information if

the above parties are unable to guarantee its confidentiality.

12.8 In all cases, the competent business functions arrange, in accordance with the

provisions of the Procedure, to make full disclosure of the Inside Information to

the public if it has been inadvertently communicated, in the ordinary course of

their employment, profession, function or office, to a third party that is not a party

obliged to maintain confidentiality on a legal, regulatory, statutory or contractual

basis.

12.9 In the event of delaying disclosure to the public of Inside Information, the Officer

in Charge arranges to notify Consob of the delay, in the manner established by the

latter, immediately after disclosing the Inside Information to the public and, in any

case, by the deadline established by Consob.

The notification contains:

a) the identity details (Name and Surname) and position within the Company of

the party that took the decision to delay disclosure of the Inside Information;

b) the date and time when the decision was made to delay disclosure of the

Inside Information;

c) the reasons underlying the decision and the specific interests of the Company

that would have been prejudiced by immediate disclosure to the public, as

well as an explanation of how the conditions required for the delay were

satisfied;

d) the identity details (Name and Surname) and function within the Company of

the party that arranged to publish the Inside Information, as well as their e-

mail address and business telephone number;

e) details of the communication published (subject, data and time of disclosure

and protocol number assigned by the system used to make the disclosure).

12.10 After receiving information about a delay in public disclosure and having assessed

the circumstances of the case, Consob may request the Company to proceed with

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the public disclosure without delay. In the event of failure to comply, Consob may

make the disclosure directly at the expense of the Company.

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SECTION II - LIST OF PERSONS WITH ACCESS TO THE INSIDE INFORMATION

In compliance with the Relevant Regulations, the Board of Directors of the Company has

created the required list of persons (each person, the “Person”) who, as a result of their

employment or professional activities or the functions performed, have access to the

Inside Information (the “List”)3.

13 Natural or legal persons included on the List

13.1 The List must include all those (i) who, in carrying out certain duties, have access4

to Inside Information; and (ii) with whom the Company has a professional

collaboration under an employment or other type of contract (collectively, the

“Persons”).

13.2 The List is organised into two separate sections: i) a section for each Inside

Information, in which a new section is added every time new Inside Information

is identified, stating the date on which the section was added (each, the “Specific

Section”), and (ii) a supplementary section containing details of the Persons who

have continuous access to all Inside Information (“Permanent Section”).

13.3 Specific Section

13.3.1 Each Specific Section is prepared in compliance with the template

presented in Attachment 3 and only contains details of the Persons with

access to the Inside Information indicated in that Specific Section.

13.3.2 As an example, if the conditions envisaged in the Relevant Regulations are

met, the Specific Section of the List may identify:

a) the non-executive members of the Board of Directors, the members of

the Board of Statutory Auditors and the Supervisory Body, and the

executives, employees and collaborators of the Company who, in

relation to their specific activities, have access to specific Inside

Information;

b) the external advisors that:

(i) carry out their professional activities on the basis of a consultancy

or fee-based relationship, such as:

legal, tax, business, financial and accounting consultants,

including the auditing firm engaged to perform the legal audit

of the accounts of the Company;

3 See art. 18, para. 1, of the MAR and Regulation 2016/347.

4 Note that access to Inside Information does not necessarily imply its actual possession. Conversely, access to Inside Information must not be understood to include the mere possibility of chance access to inside information. For example, Persons have access to

Inside Information held on a database if that information can be accessed directly from their own computers.

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banks that organise and implement funding programmes for

the Company, whose existence is important for the financial

stability of the Company, being those that provide advice for the

arrangement of structured loans, debt-restructuring loans and

loans associated with other special transactions;

authorised parties that act as members of placement and

underwriting syndicates for the issue of financial instruments,

with the exclusion of ordinary trading activities as part of the

provision of broking services; and

parties that act as sponsors;

(ii) have access to specific Inside Information (e.g. about a specific

purchase or sale transaction5 (the “Consultants”);

c) parties that have a professional collaboration with a subsidiary and

access to specific Inside Information6;

d) credit rating agencies that cover the Company and/or the Shares.

13.3.3 If the Person that has a professional collaboration with the Company is a

company, association or other entity, the Company records the details of

the related natural persons with access to the Inside Information in the

Specific Section of the List, in compliance with the Relevant Regulations.

13.3.4 The Persons must identify, to the best of their knowledge: (a) any other

persons, within their organisation and/or business function within the

company to which they belong, who might have access to Inside

Information, and (b) third parties that collaborate with the Company (e.g.

auditing firm and/or legal and tax advisors etc.) who (i) may have access to

Inside Information and, who, therefore, should be included in a Specific

Section of the List, or (ii) have ceased to have access to a certain Inside

Information and who, therefore, should be removed from a Specific Section

of the List. The Persons communicate the names of the parties identified

pursuant to the above to the Keeper (as defined later), who first checks that

they should actually be included in a Specific Section of the List and then

updates the List on a timely basis.

13.3.5 Should the Company decide, pursuant to Article 9.4 of the Procedure, not to

delay the disclosure of certain Inside Information, the List will include

those Persons who had access to the Inside Information during the period

from the time when the information was labelled as Inside Information

5 In accordance with the Relevant Regulations, the List does not include the details of any counterparties to merger or acquisition transactions.

6 Pursuant to the Relevant Regulations, subsidiaries of the Company are not required to maintain their own List.

19

until the moment in which the information was disclosed in accordance

with the Procedure.

13.4 Permanent Section

13.4.1 The Permanent Section is prepared in compliance with the template

provided in Attachment 4.

13.4.2 The details of Persons listed in the Permanent Section must not be included

in the Specific Sections. As an example, if the conditions envisaged in the

Relevant Regulations are met, the Permanent Section of the List may

identify:

a) the Chairman of the Board of Directors, the Chief Executive Officer,

other executive directors, if appointed;

b) the executive and employees who report directly to the Chairman of

the Board of Directors or to the Executive Vice Chairman,

c) the Chief Executive Officer or other executive directors, if appointed;

d) the Chief Reporting Officer.

14 Keeping the List

14.1 The List is kept in electronic form and consists in a system that is accessible via

the Internet/Intranet, protected by adequate security and access control systems,

such as firewalls, recovery systems and access credentials. The List is kept by the

Corporate Vice President Corporate Affairs and Group Compliance and Secretary

of the Board of the Company (the “Keeper”).

14.2 In addition to the functions identified in other parts of the Procedure, the Keeper

determines the criteria and procedures for keeping, managing and searching for

information held on the List, in order to ensure easy and timely access,

management, consultation, extraction, printing and transmission to the

competent authorities pursuant to the Relevant Regulations7. The electronic

format of the List guarantees at all times:

a) the confidentiality and security of the information contained therein,

ensuring that access to the List is limited to the clearly identified persons

who, at the Company or at any other party that acts in the name or on behalf

of the Company, must access it as part of their respective functions or

positions;

b) the accuracy of the information stated on the List;

c) access to and the traceability of previous versions of the List.

7 Following requests from Consob, the Company sends the List, or the specific sections indicated in the request, via certified e-mail to

consob@PEC.consob.it, complying with any additional instructions included in the request.

20

14.3 The Specific Sections and the Permanent Section of the List must at all times

contain all of the information shown, respectively, in the templates presented in

Attachment 3 and Attachment 4.

14.4 Instructions must be given to delete Persons from the List if the reasons for their

entry cease to apply, including when the Inside Information falls into the public

domain or, in any case, ceases to be inside information.

14.5 The List must be updated by the Keeper on a timely basis:

a) if the reason for which the Person is included on the List changes, including

when the entry must be moved from one section to another of the List;

b) if a new Person must be included on the List;

c) if it is necessary to note that a Person included on the List no longer has

access to the Inside Information, stating the date from which that access

ceased.

14.6 Each update indicates the date and time when the change requiring the update

took place.

14.7 The Keeper updates the List when informed by the Competent Organisational

Function about Persons not included in the Specific Section of the List who have

or had access to specific Inside Information (possibly following notification from

those persons).

14.8 When the Inside Information ceases to be confidential, the Company records that

circumstance in the Specific Section and informs the Persons concerned on a

timely basis, in the manner specified in the following paragraphs.

14.9 The Company retains the information about Persons included on the List for five

years following their inclusion or last update.

14.10 In order to create and update the List, the Keeper is responsible for collecting and

updating the information about the Persons to be added to or recorded in the

Special Sections and the Permanent Section.

At the time of adding Persons to the List, the Keeper arranges to inform them

about:

a) their inclusion on the List;

b) their obligations deriving from having access to Inside Information; and

c) the penalties for unlawful Insider Dealing, market manipulation, unlawful

disclosures and the unauthorised disclosure of Inside Information.

14.11 Inclusion on the List is notified to the person concerned on a timely basis and, in

any case, by and no later than 5 working days from the event. For this purpose,

the system automatically generates a notification message to the person

21

concerned that guarantees proof of delivery, accompanied by specific information

compliant with the template presented in Format 1 of Attachment 5 (including

the Procedure and the information provided pursuant to art. 13 of Decree

196/2003) (the “Information”).

14.12 The Persons already included on the List will also be informed about (i) any

updates relating to them, as well as (ii) their deletion from the List, if applicable,

in a notification message that guarantee proof of delivery to the person

concerned, prepared in compliance with the template presented in Format 2 and

Format 3 of Attachment 5.

14.13 The system retains copies of the notifications sent on permanent media, in order

to demonstrate and guarantee the traceability of compliance with the information

requirements.

14.14 Upon request from the Persons concerned, the Keeper sends them the

information about them that is held on the list, in hard-copy form or on other

permanent media.

14.15 Persons take appropriate steps to prevent access to the Inside Information by

persons other than those who need it in order to carry out the functions assigned

to them. In particular, in order to ensure confidentiality, they arrange to obtain,

manage and retain the Inside Information: (a) solely to the extent strictly

necessary and sufficient to complete the tasks assigned to them and for the period

of time strictly necessary, arranging to file it on a timely basis on termination of

the specific need in relation to which that Inside Information was obtained; (b) in

accordance with the normal rules of prudence and professional diligence, as well

as with maximum confidentiality; (c) in a suitable manner that prevents

unauthorised third parties from becoming aware of the Inside Information, and

prevents access by parties other than those who need it in order to perform their

functions or activities.

14.16 Consultants sign specific confidentiality agreements covering the acquisition,

management and retention of Inside Information, agreeing to comply in full with

the Relevant Regulations.

15 Communications from the Persons to the Keeper

15.1 Each Person, by and no later than 5 working days from the delivery or receipt of

the information referred to in Article 14.11 above, must:

a) return a copy of the Procedure, signed for receipt, to the Keeper on a

timely basis in a manner that guarantees delivery, thereby accepting its

contents and acknowledging the Information;

22

b) comply with the instructions contained in the Procedure, the Relevant

Regulations and the other laws and regulations that may be applicable

from time to time.

15.2 It is understood that the instructions contained in the Procedure apply to the

Persons regardless of the signature referred to in point 15.1a) above.

SECTION III - REGULATION OF INTERNAL DEALING

16 Scope of application

16.1 This Section governs the obligations regarding internal dealing applicable,

pursuant to the Relevant Regulations, to transactions involving:

(i) Shares of credit instruments issued by the Company, as well as derivatives

or other Financial Instruments related to them (collectively the “MAR

Financial Instruments”), carried out by MAR Significant Parties and by

Persons Closely Related to MAR Significant Parties (as defined below);

(ii) Shares of the Company and financial instruments related to the Shares8

(collectively, the “IR Financial Instruments”), carried out by IR Significant

Parties and by Persons Closely Related to IR Significant Parties (as defined

below)

17 Identification of internal dealing parties

For the purposes of applying this Section and in compliance with the Relevant

Regulations, internal dealing parties are:

A. persons deemed significant pursuant to the MAR (the “MAR Significant Parties”)

comprising:

A.1) the Significant Parties pursuant to the MAR (hereinafter, “MAR Significant

Parties”):

(i) the members of the Board of Directors of the Company (executive

and non-executive) and the Serving Statutory Auditors of the

Company;

(ii) the senior executives of the Company who, although not members of

the bodies referred to in letter i) above, have regular access to Inside

Information and have the power to adopt, via the granting of express

or implied powers, strategic management decisions that might affect

the future development and prospects of the Company; and

8 As defined in art. 152-sexies of the Issuers’ Regulation.

23

A.2) the persons closely related to MAR Significant Parties (the “Persons

Closely Related to MAR Significant Parties”):

(i) the spouse, if not legally separated, or partner equivalent to spouse

pursuant to current legislation, the dependent children, including

those of the spouse, and, if living in the same household for at least

one year, the parents, relations and relations by marriage of MAR

Significant Parties;

(ii) the legal persons, trust and partnerships: (a) administered by a MAR

Significant Party or by one of the persons indicated in point (i)

above, or (b) directly or indirectly controlled by that person, or (c)

or established for the benefit of that person, or (d) whose economic

interests are substantially the same as those of that person.

B. persons deemed significant pursuant to the Issuers’ Regulation (the “IR

Significant Parties”) comprising:

B.1) the Significant Parties pursuant to the Issuers’ Regulation (hereinafter, “IR

Significant Parties”):

(i) any one holding an investment, calculated pursuant to art. 118 of the

Issuers’ Regulation, equal to at least 10% of the share capital of the

Company represented by shares with voting rights, as well as all

other parties that control the Company;

B.2) the persons closely related to IR Significant Parties (the “Persons Closely

Related to IR Significant Parties”):

(i) the spouse, if not legally separated, or partner equivalent to spouse

pursuant to current legislation, the dependent children, including

those of the spouse, and, if living in the same household for at least

one year, the parents, relations and relations by marriage of IR

Significant Parties;

(ii) the legal persons, partnerships and trusts in which an IR Significant

Party or one of the persons indicated in point i) above is the

administrator, whether alone or together with others;

(iii) the legal persons controlled directly or indirectly by an IR Significant

Party or by one of the persons indicated in point i) above;

(iv) the partnerships whose economic interests are substantially

equivalent to those of an IR Significant Party or one of the persons

indicated in point i) above;

(v) the trusts formed for the benefit of the IR Significant Party or one of

the persons indicated in point i) above.

24

18 Identification of the transactions to be notified

18.1 MAR Significant Transactions

18.1.1 MAR Significant Parties and Persons Closely Related to MAR Significant

Parties must notify and publish, on the basis and with the timing referred

to in para. 20.1, the transactions in MAR Financial Instruments carried out

by them (the “MAR Significant Transactions”). An example list of MAR

Significant Transactions is presented in Attachment 6 to the Procedure.

18.1.2 There is no requirement to notify:

(i) MAR Significant Transactions with a total value of less than Euro

20,000.00 (twenty thousand) in a calendar year, having regard, for

the purpose of calculating that threshold of significance, for all the

transactions in MAR Financial Instruments carried out on behalf of

each MAR Significant Party over the last twelve-month period,

commencing from the date of the latest transaction. After exceeding

the threshold of significance, all the other MAR Significant

Transactions carried out in the same calendar year must be notified;

(ii) transactions relating to financial instruments related to the Shares

or debt instruments of the Company if, at the time of the transaction,

one of the following conditions is met:

a. the financial instrument consists of a unit or a share in a

mutual fund whose exposure to the shares or debt

instruments of the Company does not exceed 20% of the

assets held by the mutual fund;

b. the financial instrument represents an exposure to a portfolio

of assets in which the exposure to the shares or debt

instruments of the Company does not exceed 20% of the

assets of the portfolio; or

c. the financial instrument consists of a unit or a share in a

mutual fund or represents an exposure to a portfolio of assets

and the MAR Significant Party neither knows, nor could

know, the composition of the investment or the exposure of

that mutual fund or portfolio of assets in relation to the

shares or debt instruments of the Company and, in addition,

there are no reasons inducing that person to believe that the

shares or debt instruments of the Company exceed the

thresholds indicated in letter a or b.

18.2 IR Significant Transactions

25

18.2.1 IR Significant Parties must notify and publish, on the basis and with the

timing referred to in para. 20.2, the transactions involving the purchase,

sale, subscription or exchange of IR Financial Instruments carried out by

them and/or Persons Closely Related to IR Significant Parties (the “IR

Significant Transactions”).

18.2.2 There is no requirement to notify:

(i) IR Significant Transactions with a total value of less than Euro

20,000 (twenty thousand) in a calendar year; subsequent to each

notification, any IR Significant Transactions in the remainder of the

year whose total value is less than an additional Euro 20,000

(twenty thousand) must not be notified; the value of related

financial derivatives is calculated with reference to the underlying

Shares;

(ii) IR Significant Transactions between an IR Significant Party and the

Persons Closely Related to IR Significant Parties;

(iii) IR Significant Transactions carried out by the Company and its

subsidiaries;

(iv) IR Significant Transactions carried out by a bank or investment

business that contribute to formation of the trading portfolio of that

bank or business, as defined in art. 4, para. 1, point 86, of Regulation

(EU) 575/2013, on condition that the party concerned:

a. keeps its trading and market-making organisations separate

from its treasury and the organisations that manage strategic

equity investments;

b. is able to identify the shares held for trading and/or market

making in a way that can be checked by Consob, i.e. by

keeping them in a specific separate account;

and, if it operates as a market maker:

a. is authorised by the member State of origin, pursuant to

Directive 2004/39/EC, to carry out market-making activities;

b. gives Consob the market-making agreement with the market

management company and/or any other company required

by the law and related enabling instructions in force in the EU

member State in which the market maker carries out its

activities; and

c. notifies Consob that it intends to carry out or carries out

market-making activities in the Shares of the Company; the

26

market maker must also notify Consob without delay about

the termination of market-making activities in those Shares.

18.2.3 Additionally, the obligations envisaged in art. 114, para. 7, of the TUF and in

the Procedure for IR Significant Transactions do not apply if the IR

Significant Parties are also MAR Significant Parties, and are already

required to notify the transactions carried out pursuant to the MAR.

19 Activities of the Officer in Charge

19.1 The Officer in Charge (hereinafter, “Officer in Charge”) is responsible for

receiving, managing and disclosing information to the market about the MAR

Significant Transactions and - if the Company has received a mandate from the IR

Significant Party - the IR Significant Transactions. The Officer in Charge is

identified in the Corporate Vice President Corporate Affairs and Group

Compliance and Secretary of the Board of the Company, who may delegate powers

to one or more parties so that, if absent or unavailable, they may fulfil the

requirements envisaged by the Procedure.

19.2 The duties of the Officer in Charge are to:

a) prepare and update the list (i) of MAR Significant Parties that have received

and signed the Procedure, keeping copies of the related declarations of

acknowledgement and acceptance; (ii) of the Persons Closely Related to

MAR Significant Parties informed by the MAR Significant Parties of their

obligation to notify MAR Significant Transactions, keeping copies of the

related information letter sent by each MAR Significant Party to the Persons

Strictly Related to MAR Significant Parties associated with them;

b) help the MAR Significant Parties and the IR Significant Parties to notify the

Company about their MAR Significant Transactions and IR Significant

Transactions on the basis and with the timing established in the Procedure;

c) receive the notifications about MAR Significant Transactions and IR

Significant Transactions;

d) disclose information to the market, by the deadlines established in the

Procedure, about the MAR Significant Transactions and - if the Company has

received a mandate from the IR Significant Party - the IR Significant

Transactions;

e) retain the notifications received about MAR Significant Transactions and IR

Significant Transactions, as well as those disclosed to the market;

f) monitor the application of this Section in relation to legislative and

regulatory changes regarding internal dealing, as well as any organisational

and procedural changes made.

27

20 Obligations to notify and publish Significant Transactions

20.1 Communication of MAR Significant Transactions

20.1.1 MAR Significant Parties are required to notify all the MAR Significant

Transactions they carry out:

A. to Consob by the third trading day subsequent to the date of the MAR

Significant Transaction, by submitting the form attached to the Procedure as

Attachment 79;

B. to the Company by 8 am on third trading day subsequent to the date of the

MAR Significant Transaction, arranging to deliver the above document to the

Officer in Charge10.

Having received the notifications referred to in the previous paragraph from the

MAR Significant Parties, the Company discloses to the public the MAR Significant

Transactions notified by them, by the third trading day subsequent to the date of

the transactions.

20.1.2 MAR Significant Parties are responsible for the exact and timely

notification of the information due to the Company, Consob and the public

and, therefore, are liable to the Company for all losses, including loss of

reputation, suffered by the Company due to any non-compliance with their

obligations.

20.2 Communication of IR Significant Transactions

20.2.1 IR Significant Parties are required to notify all IR Significant Transactions

carried out by them and/or by Persons Closely Related to the IR Significant

Parties:

A. to Consob by the end of the fifteenth day of the month following that in

which the IR Significant Transaction was carried out, by submitting the

form attached to the Procedure as Attachment 811;

B. to the public by the end of the fifteenth day of the month following that

in which the transaction was carried out, by submitting the form

attached to the Procedure as Attachment 812;

9 The notification is made to Consob by a certified e-mail sent to consob@pec.consob.it (if the sender is a party required to have a

certified e-mail address) or by an e-mail sent to protocollo@consob.it; in both cases, specify “Market Information Office” as the recipient and put “MAR Internal Dealing” in the subject line.

10 The notification is made to the email address of the Officer in Charge, contained on the specific section of the web site.

11 The notification is made to Consob (i) by fax to +39 06 8477757 or by certified e-mail to consob@pec.consob.it (if the sender is a party required to have a certified e-mail address) or by e-mail to protocollo@consob.it or using any other methods envisaged in the current regulations and/or by Consob; or (ii) via the procedure used by the Company to store and file information, if the IR

Significant Party has granted a mandate to the Company to notify Consob on its behalf, on condition that the IR Significant Party has notified the Company about the IR Significant Transactions (carried out by that Party and/or by the Persons Closely Related to the IR Significant Party), together with all the information required in Attachment 8, by the end of the tenth day of the month following that

in which the IR Significant Transaction was carried out.

28

C. should the IR Significant Parties and/or the Persons Closely Related to

the IR Significant Parties intend to exercise the right referred to in

paragraph 20.2.2, to the Company by the end of the [tenth] day of the

month following that in which the IR Significant Transaction was

carried out, by arranging to deliver the above-mentioned document to

the Officer in Charge13;

20.2.2 IR Significant Parties may use the Company to make the notifications to

Consob and to the public, in the manner envisaged in current regulations

and/or by Consob, by sending a specific request to the Company using the

template attached to the Procedure as Attachment 8, on condition that the

IR Significant Party has notified the Company about the IR Significant

Transactions (carried out by that Party and/or by the Persons closely

related to that Party), together with all the related information required in

Attachment 8, by the end of the tenth day of the month following that in

which the transaction was carried out.

20.2.3 If the IR Significant Party has granted a mandate to the Company to make

on its behalf the notifications due to Consob and the public pursuant to

Article 20.2.2 above, and has given the Company all the information

required in Attachment 8, the Company publishes the information - in the

manner envisaged in article 65-bis et seq. of the Issuers’ Regulation - or in

the manner established in the current regulations – by the end of the

trading day subsequent to that in which it received the information from

the above IR Significant Party. In all cases, the IR Significant Party remains

solely liable for any omitted or inexact notifications and, therefore, the

Company reserves the right to make recourse to the IR Significant Party for

the recovery of all losses, including loss of reputation, suffered as a result of

that violation.

21 Examination and acceptance of the Procedure by the Significant Parties

21.1 Their identification as a MAR Significant Party, the contents of the Procedures and

their legal obligations on the subject of internal dealing are notified to MAR

Significant Parties and IR Significant Parties, in writing, by the Officer in Charge.

21.2 The MAR Significant Parties sign a declaration of acknowledgement and

acceptance of the Procedure, prepared in accordance with the template presented

in Attachment 9, which also confirms their commitment to inform the Persons

12 The notification is made to the public (i) by sending a communication to at least two press agencies or by using an SDIR; (ii) or using the other methods envisaged in art. 65-bis et seq. of the Issuers’ Regulation, or in the manner established from time to time by current regulations, if the IR Significant Party has granted a mandate to the Company to notify the public on its behalf, on condition

that the IR Significant Party has notified the Company about the IR Significant Transactions (carried out by that Party and/or by the Persons Closely Related to the IR Significant Party), together with all the information required in Attachment 8, by the end of the tenth day of the month following that in which the IR Significant Transaction was carried out.

13 The notification is made to the email address of the Officer in Charge, contained on the specific section of the web site.

29

Closely Related to the MAR Significant Parties associated with them about the

conditions under which the latter are required to notify their MAR Significant

Transactions, and to ensure - pursuant to article 1381 of the Italian Civil Code -

that the Persons Closely Related to the MAR Significant Parties comply precisely

with those obligations;

(i) notify the names of the Persons Closely Related to the MAR Significant

Parties associated with them to the Company and agree to update the

Company about any changes in this group of Persons; and

(ii) notify the Persons Closely Related to the MAR Significant Parties associated

with them, in writing, using the template provided in Attachment 10,

about their obligations to notify their MAR Significant Transactions,

retaining copies of the related information letter and send a copy of it to

the Company. It is understood that the instructions contained in the

Procedure are and will be applicable to the above Persons, regardless of

their signature of the above-mentioned declaration.

Based on the information received pursuant to the above paragraph, the Officer in

Charge prepares and constantly updates a list of all MAR Significant Parties and

Persons Closely Related to the MAR Significant Parties, as indicated in paragraph

19.2 a).

22 Black-Out Period

22.1 MAR Significant Parties must not carry out transactions in MAR Financial

Instruments on their own behalf or for others, directly or indirectly, during the

period of 30 calendar days prior to announcement by the Company of the data

contained in the annual financial statements, the half-year report and other

periodic financial reports whose publication is required by law (hereinafter, for

each, a “Black-Out Period”).

22.2 Should the Company publish preliminary data, the Black-Out Period only applies

to the publication date of that data and not to the final data, on condition that the

preliminary data concerned includes all the key information about the financial

data that will be included in the final report. Should the preliminary data

announced by the Company be amended after its publication, the rules governing

the disclosure to the public of Inside Information pursuant to Article 8 of the

Procedure are applicable, without starting a new Black-Out Period.

22.3 A MAR Significant Party may carry out a MAR Significant Transaction during a

Black-Out Period on condition that the procedures indicated in Attachment 11

are followed and these conditions are met:

a) one of the following circumstances applies:

30

(i) based on a case-by-case assessment, exceptional conditions exist, such as

serious financial difficulties, that force immediate sale of the Shares; or

(ii) given the characteristics of the operation, in the case of transactions

carried out simultaneously or in relation to compensation or equity

participation plans, the giving of guarantee for, or the acquisition of a right

to subscribe for, or the assignment or purchase of, Shares or in the case of

transactions that do not change the ownership of a Financial Instrument;

b) the Significant Party is able to demonstrate that the MAR Significant Transaction cannot be carried out at any time other than during the Black-Out Period.

22.4 The Black-Out Periods for each year are notified in good time to the MAR

Significant Parties by the Officer in Charge also following disclosure to the market

of the Financial Calendar of the Company and/or any subsequent changes.

31

SECTION IV - MARKET SOUNDINGS

23 Definition of market soundings

23.1 Pursuant to recital thirty-two of the Market Abuse Regulation, market soundings

consist in “interactions between a seller of financial instruments and one or more

potential investors, prior to the announcement of a transaction, in order to gauge

the interest of potential investors in a possible transaction and its pricing, size and

structuring.” The above recital also says that market soundings could involve an

initial or secondary offer of relevant securities, and are distinct from ordinary

trading14.

24 Making market soundings

24.1 Following a decision taken by the Chief Executive Officer or, if applicable, the

Board of Directors, the Company may directly, or via third parties acting in its

name or on its behalf, carry out “market soundings” that consist in the disclosure

of information to one or more potential investors prior to the announcement of an

operation, in order to assess their interest in a possible transaction and the

related conditions, such as its potential size and price. This disclosure must

comply with the domestic and European laws and regulations that are applicable

from time to time.

24.2 The Company function responsible for carrying out market soundings is Investor

Relations (the "Soundings Officer").

24.3 In compliance with art. 11 of the MAR and the related implementing regulations,

and before carrying out a market sounding, the Soundings Officer must check

together with the Officer in Charge if the market sounding involves the disclosure

of Inside Information. The Soundings Officer documents the conclusions of this

review in writing, together with the supporting reasons. The Company provides

these written records to Consob, upon request. This obligation applies to each

disclosure of Inside Information for the entire duration of the market sounding.

Accordingly, when information is disclosed, the Company updates the written

records referred to in this Article.

24.4 The disclosure of Inside Information during a market sounding is deemed to be

made in the ordinary course of an occupation, profession or function, if the

instructions contained in this Article are followed.

14 Pursuant to recital thirty-three of the MAR “examples of market soundings include situations in which the sell-side firm has been in discussions with an issuer about a potential transaction, and it has decided to gauge potential investor interest in order to determine the

terms that will make up a transaction; where an issuer intends to announce a debt issuance or additional equity offering and key investors are contacted by a sell-side firm and given the full terms of the deal to obtain a financial commitment to participate in the transaction; or where the sell-side is seeking to sell a large amount of securities on behalf of an investor and seeks to gauge potential

interest in those securities from other potential investors.”

32

24.5 In compliance with Commission Delegated Regulation (EU) 2016/960, disclosures

for market sounding purposes may be made verbally, in face-to-face meetings, via

audio or video telephone communications, in writing, by post, by fax or by

electronic communications. In the case of market soundings carried out by

telephone, recorded telephone lines are used if the person receiving the market

sounding has given consent for the conversation to be recorded.

24.6 The Soundings Officer uses solely equipment provided by the Company when

sending and receiving telephone and electronic communications for market

sounding purposes.

24.7 Prior to carrying out the market soundings, the Soundings Officer establishes,

together with the Officer in Charge, the standard set of information to be

communicated to all persons participating in the sounding.

24.8 Pursuant to art. 11, para. 5, of the Market Abuse Regulation, before making the

disclosure the Soundings Officer:

a) obtains consent for the receipt of Inside Information from the persons

participating in the market sounding;

b) informs the persons participating in the market sounding that they are

forbidden to use the information, or attempt to use it, by purchasing or selling,

on own account or for others, directly or indirectly, the financial instruments

to which the disclosures refer;

c) informs the persons participating in the market sounding that they are

forbidden to use the information, or attempt to use it, by cancelling or

amending an order already placed concerning a financial instrument to which

the disclosures refer; and

d) informs the persons participating in the market sounding that, by agreeing to

receive the information, they are obliged to keep it confidential.

24.9 If the Soundings Officer, working together with the Officer in Charge, believes that

the market sounding will involve the disclosure of Inside Information, the

standard set of information presents solely the following elements in the order

indicated:

a) a declaration stating that the disclosure is made for market sounding

purposes;

b) when the market sounding is carried out using recorded telephone lines or

audio or video recordings, a declaration stating that the conversation is

recorded and the recorded consent of the person participating in the market

sounding;

c) a request made to the person contacted to confirm that the Soundings Officer

is speaking to the person authorised by the potential investor to receive the

market sounding, and the related confirmation;

33

d) a declaration stating that, on agreement to receive the market sounding, the

person contacted will receive information that, in the opinion of the Company,

represents Inside Information and making reference to the obligation

pursuant to art. 11, para. 7, of the MAR (under which the person receiving the

market sounding shall assess for itself whether it is in possession of Inside

Information or when it ceases to be in possession of Inside Information);

e) if possible, an estimate of the moment in which the disclosures will cease to be

Inside Information, the factors that might alter that estimate and, in any case,

information about the manner in which the person receiving the market

sounding will be informed about any changes in the estimate;

f) a declaration informing the person receiving the market sounding about the

obligations specified in art. 11, para. 5, letters b), c) and d), of the MAR,

indicated above;

g) a request to the person receiving the market sounding to give consent for the

receipt of Inside Information pursuant to art. 11, para. 5, letter a), of the MAR,

and the reply to that request;

h) if the consent requested pursuant to letter g) is given, the information

disclosed for market sounding purposes with an indication of which

information is deemed Inside Information by the Company.

24.10 If the Soundings Officer, working together with the Officer in Charge, believes that

the market sounding will not involve the disclosure of inside information, the

standard set of information presents solely the following elements in the order

indicated:

a) a declaration stating that the disclosure is made for market sounding

purposes;

b) when the market sounding is carried out using recorded telephone lines or

audio or video recordings, a declaration stating that the conversation is

recorded and the recorded consent of the person participating in the market

sounding;

c) a request made to the person contacted to confirm that the Soundings Officer

is speaking to the person authorised by the potential investor to receive the

market sounding, and the related confirmation;

d) a declaration stating that, on agreement to receive the market sounding, the

person contacted will receive information that, in the opinion of the Company,

does not represent Inside Information and making reference to the obligation

pursuant to art. 11, para. 7, of the MAR (under which the person receiving the

market sounding shall assess for itself whether it is in possession of inside

information or when it ceases to be in possession of inside information);

e) a request to the person receiving the market sounding to give consent for

participation in the market sounding, and the reply to that request;

34

f) if the consent referred to in letter e) is given, the information disclosed for

market sounding purposes.

24.11 The Soundings Officer ensures that each person who receives the market

sounding is given the same level of information in relation to the same market

sounding.

24.12 When the information disclosed during a market sounding ceases to be Inside

Information, based on the assessment of the Soundings Officer working together

with the Officer in Charge, the Soundings Officer informs each person who

received it as soon as possible, providing the following information:

a) the identity of the Soundings Officer communicating the information;

b) indication of the transaction addressed by the market sounding;

c) the date and time of the market sounding;

d) the fact that the information disclosed has ceased to be Inside Information;

e) the date on which the information ceased to be Inside Information.

24.13 Pursuant to art. 11, para. 5, of the MAR, the Soundings Officer, with support from

the Officer in Charge, makes and retains a recording of all the information given to

the person who received the market sounding, including the information

disclosed in accordance with letters a) to d) of that regulation and the identity of

the potential investors to which the information has been disclosed, including but

not limited to the legal persons and the natural persons who act on behalf of the

potential investor, as well as the date and time of each communication.

24.14 For each market sounding, the Soundings Officer, with support from the Officer in

Charge, prepares a list containing the following information:

a) the names of all the natural and legal persons to which information was

disclosed during the market sounding;

b) the date and time of each disclosure of information that took place during

and consequent to the market sounding;

c) the addresses of the persons that received the market sounding that were

used for market sounding purposes.

24.15 The Soundings Officer, with support from the Officer in Charge, prepares the list of

all potential investors that have stated that they do not wish to receive market

soundings, whether in relation to all potential transactions or with regard to

certain types of transaction. The Soundings Officer does not disclose information

for market sounding purposes to these potential investors.

24.16 The Soundings Officer, with support from the Officer in Charge, keeps the lists,

communications and recordings referred to in this Article in electronic format, in

compliance with Commission Implementing Regulation (EU) 2016/959 and

Commission Delegated Regulation (EU) 2016/960, for a period of at least five

35

years, and the Company sends them to the competent Authority, upon request

from the latter.

25 Receiving market soundings

25.1 Even just receiving market soundings involves an obligation to comply with

specific rules designed, on the one hand, to contain the risk of disseminating

Inside Information and, on the other, to give the competent Authorities the tools

needed to carry out any investigations.

25.2 The Soundings Officer, with support from the Officer in Charge, is also the person

authorised by the Company to receive market soundings carried out by third

parties. The Company makes the name of the Soundings Officer available to

parties interested in carrying out market soundings.

25.3 Should an employee or other person who carries out work or other activities on

behalf of the Company be contacted in any way for a market sounding, that person

must terminate the communication before information is disclosed and invite the

persons making the sounding to contact the Soundings Officer.

25.4 The Soundings Officer informs the parties that carry out market soundings about

any decision not to be contacted further in relation to any future transactions, or

certain types of transaction.

25.5 The Soundings Officer, with support from the Officer in Charge, must ensure that

the information received is only communicated within the Company, on a strictly

confidential basis under the need-to-know rule, to those persons who may be

interested in assessing the transaction.

25.6 The Soundings Officer, with support from the Officer in Charge, must monitor the

flow of Inside Information within the Company and keep written records of each

party with access to that information for each market sounding, to ensure that

they act in compliance with the regulations and the Procedure.

25.7 Without prejudice to the obligation placed on the person carrying out the market

sounding to disclose the nature of any inside information to be transferred, the

Soundings Officer who receives that sounding must, in all cases, carry out an

independent assessment of the nature of the information received, based on all

the available information (including that deriving from sources other than the

person carrying out the sounding) and with support from the Officer in Charge.

25.8 After obtaining the information, the Soundings Officer must also make an

independent assessment, with support from the Officer in Charge, of the

continued existence over time of the inside nature of that information.

25.9 After deciding that Inside Information has been received, the Soundings Officer,

with support from the Officer in Charge, must identify the issuers and the

36

financial instruments to which the Inside Information is linked, in order to avoid

any form of market abuse.

25.10 Where, in compliance with Commission Delegated Regulation (EU) 2016/960, the

person carrying out the market sounding has prepared minutes for or written

reports on unrecorded meetings and telephone conversations, the Soundings

Officer, with support from the Officer in Charge, is required, within five working

days of receiving the sounding, to:

a) sign the above-mentioned minutes or reports, if their content is agreed; or, if

in disagreement,

b) to give his version of the minutes or the report, duly signed, to the person

carrying out the sounding.

25.11 The Soundings Officer, with support from the Officer in Charge, must retain, on

permanent media that guarantees accessibility and legibility for a period of at

least five years:

a) the procedures adopted for the proper management of soundings and for

training the personnel concerned;

b) the notifications made of the wish not to receive future market soundings;

c) the assessments made of the inside or other nature of the information and of

the issuers and financial instruments linked to that information;

d) a chronological list, for each market sounding, of the persons who had access

to the information.

26 Market soundings via third parties

Should the Company decide to carry out market soundings via third parties that

act in its name and on its behalf, the Soundings Officer, with support from the

Officer in Charge, must check that they adopt market sounding procedures in

compliance with the provisions of the MAR and the relating implementing

regulations; the provisions of the Procedure will not apply.

37

ATTACHMENT 1 – List of Financial Instruments

1. Securities;

2. Money market instruments;

3. units in mutual funds;

4. option contracts, standardised forward financial contracts (futures), swaps,

forward rate agreements and other contracts on derivative instruments linked to

securities, currencies, interest rates or yields, or other financial derivatives,

financial indices or financial measures that can be settled with physical delivery

of the underlying or via the payment of differentials in cash;

5. option contracts, standardised forward financial contracts (futures), swaps,

forward rate agreements and other contracts on derivative instruments linked to

goods when execution involves the payment of differentials in cash or entirely in

cash, at the discretion of one of the parties (except in the event of non-

performance or another event that causes termination);

6. option contracts, standardised forward financial contracts (futures), swaps and

other contracts on derivative instruments linked to goods when execution

involves the payment of differentials in cash, on condition that they are traded in

a regulated market and/or a multilateral trading system;

7. option contracts, standardised forward financial contracts (futures), swaps,

forward contracts and other contracts on derivative instruments linked to goods

that can only be executed in the ways indicated in point 6 and that do not have

commercial purposes, having the characteristics of other derivative financial

instruments considering, among other factors, if they are offset and executed via

recognised clearing rooms or if they are subject to normal margin calls;

8. credit risk derivatives;

9. contracts for difference;

10. option contracts, standardised forward financial contracts (futures), swaps,

forward contracts and other contracts on derivative instruments linked to

climate variables, transport tariffs, emission quotas, inflation rates or other

official economic statistics, when execution involves the payment of differentials

in cash or payment entirely in cash, at the discretion of one of the parties (except

in the event of non-performance or another event that causes termination), as

well as other contracts on derivatives linked to assets, rights, obligations, indices

38

and measures, not already mentioned in this section, having the characteristics of

other financial derivatives, considering, among other factors, if they are traded in

a regulated market or a multilateral trading system, if they are offset and

executed via recognised clearing rooms or if they are subject to normal margin

calls.

39

ATTACHMENT 2 – Examples of Inside Information

Although the importance of an individual event or set of circumstances can only be

appreciated on a case-by-case basis, information about the following events or sets of

circumstances may be deemed to represent inside information in, but not limited to, the

following situations:

A. Accounting data

1. Processing/approval of accounting data for the period, including pre-

closing accounting data.

2. Release by the auditing firm of a qualified or adverse opinion or a

statement that it is not possible to express an opinion on the financial

statements for the period.

3. Significant changes in the value of assets.

B. Forecast data

1. Processing/approval of forecast data or quantitative objectives for future

operations.

C. Transactions involving equity capital and bonds. Dividends

1. Transactions involving treasury shares or other listed financial instruments.

2. Stock-based compensation plans or other financial instruments for

management or employees.

3. Capital increases and/or bond issues (including convertibles) for funding

purposes. Other capital transactions or warrant issues.

4. Changes in the rights attached to listed financial instruments.

5. Distribution of dividends or changes in dividend policy.

D. Strategic transactions

1. Purchase or sale of significant assets, including transactions completed via

the contribution of assets. This includes the purchase or sale of equity

investments, other assets or lines of business.

2. Entry into, or withdrawal from, a business sector.

40

E. Special corporate transactions

1. Restructuring and reorganisations with effect on the balance sheet, income

statement or financial position.

2. Mergers or spin-offs.

F. Changes in senior decision-makers, owners of capital, auditing firm

1. Appointment or resignation of members of the administrative or control

bodies, or changes in the executives with strategic responsibilities.

2. Changes in the control structure or in any agreements.

3. Resignation of the auditing firm. Replacement of the auditing firm.

G. Agreements, transactions other significant events

1. Conclusion, amendment or termination of significant contracts or

agreements. Significant orders, cancellations or change orders received

from customers. Technological innovations.

Completion of processes relating to intangible assets, such as inventions,

patents or licences.

2. Significant transactions, especially if atypical or unusual, arranged with

related parties.

3. Damage to or deterioration of significant assets.

4. Insolvency of significant debtors or suppliers with which a contract of

particularly significant value has been signed.

5. Revocation of facilities (lines of credit) by financial institutions.

6. Opening or settlement of particularly significant legal disputes.

7. Situations justifying a winding-up or liquidation.

8. Applications, requests for admission to or the issue of measures for the

implementation of court-supervised procedures.

This Attachment 2 may be amended in terms its scope following issue of the instructions

expected from the relevant national and international institutions.

41

ATTACHMENT 3 – Template for the Specific Section of the List15

List of persons with access to inside information — Section on [indicate the inside information specific to a contract or relating to an event]

Date and time (of creating this section of the list or when the inside information was identified): [yyyy-mm-dd, hh:mm UTC (coordinated

universal time)]

Date and time (last update): [yyyy-mm-dd, hh:mm UTC (coordinated universal time)]

Date of transmission to the competent authority: [yyyy-mm-dd]

15 This Template conforms with Template I presented in Annex 1 of Regulation 2016/347.

42

ATTACHMENT 4 – Template for the Permanent Section of the List16

Date and time (of creating the permanent access section) [yyyy-mm-dd, hh:mm UTC (coordinated universal time)]

Date and time (last update): [yyyy-mm-dd, hh:mm UTC (coordinated universal time)]

Date of transmission to the competent authority: [yyyy-mm-dd]

16 This Template conforms with Template 1 presented in Annex I of Regulation 2016/347.

43

Attachment 5

Subject: Entry in the Register of persons having access to inside

information

Dear Sir/ Dear Madam

NOME COGNOME

In accordance with the Italian and European legislation in force governing the access

to inside information and market abuse (set out in “Annex I”), Pirelli & C. S.p.A.

(hereinafter “Pirelli” or “Company”) had drawn up a register containing the list of

persons having access to inside information (hereinafter “Insider List”), held by

Corporate Vice President Corporate Affairs and Group Compliance and Secretary of

the Company Board (the “Responsible”).

To this end, it is clarified that, in accordance with article 7 of Regulation (EU) No 596/2014 (hereinafter “Regulation”), that for inside Information is meant an “information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments”.

In accordance with article 18 of the Regulation, as well as in line with the “Internal Regulation for the management of price-sensitive information” of the Company, as person responsible for keeping and updating the Insider List (hereinafter “Processor”), this is to inform you that, since DATA REGISTRAZIONE INIZIO, your personal data has been entered in the Company’s Insider List, for the following reason:

CODICE PROGETTO.

In accordance with article 17 (1) of the Regulation, Pirelli shall make available to the

public, as soon as possible, the inside information that directly concerns the

Company. The delay of the communication of inside information to the public is

permitted, under the responsibility of the Company, only where the conditions laid

down by article 17 (2) of the Regulation are fulfilled, which, in particular, requires to

the Company to be able to guarantee the inside information confidentiality. The

persons entered in the Insider List must therefore comply with the confidentiality

requirements relating to the inside information to which they have access.

44

In this respect, it is clarified that each person entered in the Insider List, within the

limits of his/her area of activity and responsibility, must ensure the confidentiality of

inside information and the traceability of their management, starting from the first

moment in which, by any means (e.g. by e-mail, at events, meetings and/or other), it

had access to the inside information.

Where a person entered in the Insider List discloses, voluntarily or involuntarily,

inside information to subjects not having access to those information (even if

entered in the Insider List for other reasons), has the obligation to promptly inform

of that fact the Processor.

It is also specified that the Title I-Bis of Legislative Decree no. 58 of 24 February 1998

(hereinafter “TUF”) provides for specific sanctions in cases of insider trading and

market manipulation. In particular TUF provides penal sanctions (article 184) and

administrative sanctions (article 187-bis) against “any person who, possessing inside

information by virtue of his membership of the administrative, management or

supervisory bodies of an issuer, his holding in the capital of an issuer or the exercise of

his employment, profession, duties, including public duties, or position:

a) buys, sells or carries out other transactions involving, directly or indirectly, for his

own account or for the account of a third party, financial instruments using such

information;

b) discloses such information to others outside the normal exercise of his employment,

profession, duties or position;

c) recommends or induces others, on the basis of such information, to carry out any of

the transactions referred to in paragraph a)”.

It is also considered criminally punishable “any person who disseminates false

information or sets up sham transactions or employs other devices concretely likely to

produce a significant alteration in the price of financial instruments” (article 185 TUF),

while an administrative sanction shall be imposed on “any person who, through the

media, including the Internet, or by any other means, disseminates information, rumors

or false or misleading news that give or are likely to give false or misleading signals as

to financial instruments” (art. 187-ter (1), TUF), as well as on “any person who:

a) carries out buy or sell transactions or places orders to buy or sell which give, or are

likely to give, false or misleading signals as to the supply of, demand for or price of

financial instruments;

45

b) carries out buy or sell transactions or places orders to buy or sell which secure, by a

person or persons acting in collaboration, the price of one or several financial

instruments at an abnormal or artificial level;

c) carries out buy or sell transactions or places orders to buy or sell which employ

fictitious devices or any other form of deception or contrivance;

d) employs other fictitious devices likely to give false or misleading signals as to the

supply of, demand for or price of financial instruments” (art. 187-ter (3), TUF).

It should also be mentioned that the pecuniary administrative sanctions under the abovementioned legislation shall be increased up to three times or up to the larger amount of ten times the product of the offence or the profit therefrom when, in view of the personal situation of the guilty party, the magnitude of the product of the offence or the profit therefrom or the effects produced on the market, they appear inadequate even if the maximum amount is applied (article 187-ter (5), TUF).

Lastly, it must be noted that the application of the abovementioned articles is without prejudice to the possibility for the Company to act for those damages deriving from conducts in breach of the obligations referred to in this document.

In the light of the above, you are please asked to:

verify and/or complete your personal information (set out in the table in the

following page);

keep the Company constantly updated about any – eventual – change of the

personal information, promptly reporting any change to Pirelli & C. S.p.A. at

the following email address: Information Registro, IT

inforegistro@pirelli.com;

examine the articles to which this document refers, provided below this

communication.

In particular, the abovementioned data will be kept with the help of electronic support, in accordance with the Privacy Code and with the applicable provisions regarding the processing of personal data, in order to fulfill the obligations of holding and updating the Insider List provided by current legislation, and this for the period required by the abovementioned legislation. The right to exercise the rights of information provided by Legislative Decree no. 196/2003 (hereinafter “Privacy Code”) and by the applicable provisions concerning the processing of personal data shall remain unaffected. Controller of the processing of personal data is Pirelli.

46

For acknowledgement, acceptance and consent for processing personal data, please return this communication duly signed within 7 (seven) days of receipt to Pirelli at the following e-mail address: Information Registro, IT inforegistro@pirelli.com.

Please examine the articles of the abovementioned legislation set out below and the privacy policy provided in accordance with Article 13 of the Privacy Code. For any further information or clarification concerning this communication and its application, please contact the Processor.

It must be clarified that Pirelli has drawn up the Insider List, entering in the register all the persons - potentially - having access to inside information within the project “Piano Industriale”, on an optional basis, not being yet formally subject to the Regulation.

Best regards,

The Responsible of the Register

Personal data (to be confirmed and filled in in case of incomplete information)

Birth date

Tax number (fiscal code)

Business phone numbers (office and mobile)

Personal phone numbers (home and mobile)

Private residence details (address, street number, ZIP code, City, Nation)

E-mail address

For acknowledgement, acceptance and consent for processing personal data for the purposes of keeping and updating the Insider List:

Place, date

________________________

47

NOME COGNOME

_________________________

48

Attachment 1:

EU Legislation:

(i) Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (“Market Abuse Directive”); (ii) Regulation Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (known as “Market Abuse Regulation” or “MAR Regulation” and throughout the communication cited as “Regulation”); (iii) Regulation (EU) 2016/347 of 10 March 2016 laying down implementing technical standards with regard to the precise format of insider lists and for updating insider lists in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council (“Regulation (EU) 2016/347”) and (iv) the implementing rules from time to time issued from the competent Authorities.

Italian Legislation:

(i) Legislative Decree No. 58 of 24 February 1998 (“Consolidated Law on Finance”, “Testo Unico della Finanza”, throughout the document cited as “TUF”), and (ii) the implementation rule included in the Issuer Regulation adopted by the Consob under Resolution No. 11971 of 14 May 1999 and subsequently amended (“Issuer Regulation”).

Attachment 2:

Articles mentioned throughout the document:

I.

REGULATION (EU) No 596/2014 OF THE EUROPEAN PARLIAMENT

CHAPTER 5

ADMINISTRATIVE MEASURES AND SANCTIONS

Article 30

Administrative sanctions and other administrative measures

1. “Without prejudice to any criminal sanctions and without prejudice to the supervisory powers of competent authorities under Article 23, Member States shall, in accordance with national law, provide for competent authorities to have the power to take appropriate administrative sanctions and other administrative measures in relation to at least the following infringements:

(a) infringements of Articles 14 and 15, Article 16(1) and (2), Article 17(1), (2), (4) and (5), and (8), Article 18(1) to (6), Article 19(1), (2), (3), (5), (6), (7) and (11) and Article 20(1); and

49

(b) failure to cooperate or to comply with an investigation, with an inspection or with a request as referred to in Article 23(2).

Member States may decide not to lay down rules for administrative sanctions as referred to in the first subparagraph where the infringements referred to in point (a) or point (b) of that subparagraph are already subject to criminal sanctions in their national law by 3 July 2016. Where they so decide, Member States shall notify, in detail, to the Commission and to ESMA, the relevant parts of their criminal law.

By 3 July 2016, Member States shall notify, in detail, the rules referred to in the first and second subparagraph to the Commission and to ESMA. They shall notify the Commission and ESMA without delay of any subsequent amendments thereto.

2. Member States shall, in accordance with national law, ensure that competent authorities have the power to impose at least the following administrative sanctions and to take at least the following administrative measures in the event of the infringements referred to in point (a) of the first subparagraph of paragraph 1:

(a) an order requiring the person responsible for the infringement to cease the conduct and to desist from a repetition of that conduct;

(b) the disgorgement of the profits gained or losses avoided due to the infringement insofar as they can be determined;

(c) a public warning which indicates the person responsible for the infringement and the nature of the infringement;

(d) withdrawal or suspension of the authorisation of an investment firm;

(e) a temporary ban of a person discharging managerial responsibilities within an investment firm or any other natural person, who is held responsible for the infringement, from exercising management functions in investment firms;

(f) in the event of repeated infringements of Article 14 or 15, a permanent ban of any person discharging managerial responsibilities within an investment firm or any other natural person who is held responsible for the infringement, from exercising management functions in investment firms;

(g) a temporary ban of a person discharging managerial responsibilities within an investment firm or another natural person who is held responsible for the infringement, from dealing on own account;

(h) maximum administrative pecuniary sanctions of at least three times the amount of the profits gained or losses avoided because of the infringement, where those can be determined;

(i) in respect of a natural person, maximum administrative pecuniary sanctions of at least:

(i) for infringements of Articles 14 and 15, EUR 5 000 000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

(ii) for infringements of Articles 16 and 17, EUR 1 000 000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

(iii) for infringements of Articles 18, 19 and 20, EUR 500 000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

50

(j) in respect of legal persons, maximum administrative pecuniary sanctions of at least:

(i) for infringements of Articles 14 and 15, EUR 15 000 000 or 15 % of the total annual turnover of the legal person according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

(ii) for infringements of Articles 16 and 17, EUR 2 500 000 or 2 % of its total annual turnover according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

(iii) for infringements of Articles 18, 19 and 20, EUR 1 000 000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014.

References to the competent authority in this paragraph are without prejudice to the ability of the competent authority to exercise its functions in any ways referred to in Article 23(1).

For the purposes of points (j)(i) and (ii) of the first subparagraph, where the legal person is a parent undertaking or a subsidiary undertaking which is required to prepare consolidated financial accounts pursuant to Directive 2013/34/EU ( 1 ), the relevant total annual turnover shall be the total annual turnover or the corresponding type of income in accordance with the relevant accounting directives – Council Directive 86/635/EEC ( 2 ) for banks and Council Directive 91/674/EEC ( 3 ) for insurance companies – according to the last available consolidated accounts approved by the management body of the ultimate parent undertaking.

3. Member States may provide that competent authorities have powers in addition to those referred to in paragraph 2 and may provide for higher levels of sanctions than those established in that paragraph”.

II.

Decree Law No. 58 of 24 February 1998

CONSOLIDATED LAW ON FINANCIAL INTERMEDIATION

Heading II

Criminal punishments

Article 184

(Insider trading)

1. “Imprisonment for between one and six years and a fine of between twenty thousand and three million euro shall be imposed on any person who, possessing inside information by virtue of his membership of the administrative, management or supervisory bodies of an issuer, his holding in the capital of an issuer or the exercise of his employment, profession, duties, including public duties, or position:

51

a) buys, sells or carries out other transactions involving, directly or indirectly, for his own account or for the account of a third party, financial instruments using such information;

b) discloses such information to others outside the normal exercise of his employment, profession, duties or position;

c) recommends or induces others, on the basis of such information, to carry out any of the transactions referred to in paragraph a)

2. The punishment referred to in subsection 1 shall apply to any person who, possessing inside information by virtue of the preparation or execution of criminal activities, carries out any of the actions referred to in subsection 1.

3. Courts may increase the fine up to three times or up to the larger amount of ten times the product of the crime or the profit therefrom when, in view of the particular seriousness of the offence, the personal situation of the guilty party or the magnitude of the product of the crime or the profit therefrom, the fine appears inadequate even if the maximum is applied.

3-bis. With regard to financial instrument transactions pursuant to Article 180, subsection 1, paragraph a), point 2), the judicial sanction shall involve infliction of a fine of up to one hundred and three thousand two hundred and ninety-one euro and up to three-years’ imprisonment.

4. For the purposes of this article, financial instruments shall also mean financial instruments referred to in Article 1(2) whose value depends on a financial instrument referred to in Article 180(1)(a)”.

Article 185

Market Manipulation

(Market manipulation)1. “Imprisonment for between one and six years and a fine of between twenty thousand and three million euro shall be imposed on any person who disseminates false information or sets up sham transactions or employs other devices concretely likely to produce a significant alteration in the price of financial instruments.

52

2. Courts may increase the fine up to three times or up to the larger amount of ten times the product of the crime or the profit therefrom when, in view of the particular seriousness of the offence, the personal situation of the guilty party or the magnitude of the product of the crime or the profit therefrom, the fine appears inadequate even if the maximum is applied.

2-bis. With regard to financial instrument transactions pursuant to Article 180, subsection 1, paragraph a), point 2), the judicial sanction shall involve infliction of a fine of up to one hundred and three thousand two hundred and ninety-one euro and up to three-years’ imprisonment”.

Article 186

(Ancillary punishments)

1. “Conviction for any of the offences referred to in this chapter shall entail the application of the accessory penalties referred to in Articles 28, 30, 32-bis and 32-ter of the Penal Code for a period of not less than six months and not more than two years and the publication of the judgement in at least two daily newspapers having national circulation of which one shall be a financial newspaper".

Article 187

(Seizure)

1. “In the event of conviction for one of the crimes referred to in this chapter the product of the crime or the profit therefrom and the property used to commit it shall be confiscated.

2. If it is not possible to execute the confiscation pursuant to subsection 1, a sum of money or property of equivalent value may be confiscated.

3. For matters not provided for in subsections 1 and 2, Article 240 of the Penal Code shall apply”.

Heading III

Administrative sanctions

Article 187-bis

(Abuse of confidential information)

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“Without prejudice to the penal sanctions applicable when the action constitutes a criminal offence, a pecuniary administrative sanction of between twenty thousand euro and three million euro916 shall be imposed on any person who, possessing inside information by virtue of his membership of the administrative, management or supervisory bodies of an issuer, his holding in the capital of an issuer or the exercise of his employment, profession, duties, including public duties, or position:

a) buys, sells or carries out other transactions involving, directly or indirectly, for his own account or for the account of a third party, financial instruments using such information;

b) discloses such information to others outside the normal exercise of his employment,

profession, duties or position;

c) recommends or induces others, on the basis of such information, to carry out any of the transactions referred to in paragraph a)

2. The sanction referred to in subsection 1 shall apply to any person who, possessing inside information by virtue of the preparation or execution of criminal activities, carries out any of the actions referred to in subsection 1.

3. For the purposes of this article, financial instruments shall also mean financial instruments referred to in Article 1(2) whose value depends on a financial instrument referred to in Article 180(1)(a).

4. The sanction referred to in subsection 1 shall also apply to any person who, possessing inside information and knowing or capable of knowing through ordinary diligence its inside nature, carries out any of the actions referred to therein.

5. Pecuniary administrative sanctions referred to in subsections 1, 2 and 4 shall be increased up to three times or up to the larger amount of ten times the product of the offence or the profit therefrom when, in view of the personal situation of the guilty party or the magnitude of the product of the offence or the profit therefrom, they appear inadequate even if the maximum is applied.

6. For the cases referred to in this article, attempted violations shall be treated as completed violations”.

Article 187-ter

Market manipulation

1. “Without prejudice to the penal sanctions applicable when the action constitutes a criminal offence, a pecuniary administrative sanction of between twenty thousand euro and five million euro shall be imposed on any person who, through the media, including the Internet, or by any other means, disseminates information,

54

rumours or false or misleading news that give or are likely to give false or misleading signals as to financial instruments.

2. In respect of journalists when they act in their professional capacity the dissemination of information is to be assessed taking into account the rules of conduct governing their profession, unless they derive, directly or indirectly, an advantage or profits from the dissemination of the information in question.

3. Without prejudice to the penal sanctions applicable when the action constitutes a criminal offence, the pecuniary administrative sanction referred to in subsection 1 shall be imposed on any person who:

a) carries out buy or sell transactions or places orders to buy or sell which give, or are likely to give, false or misleading signals as to the supply of, demand for or price of financial instruments;

b) carries out buy or sell transactions or places orders to buy or sell which secure, by a person or persons acting in collaboration, the price of one or several financial instruments at an abnormal or artificial level;

c) carries out buy or sell transactions or places orders to buy or sell which employ fictitious devices or any other form of deception or contrivance;

d) employs other fictitious devices likely to give false or misleading signals as to the supply of, demand for or price of financial instruments.

4. For offences referred to in subsections 3a) and 3b), administrative sanctions may not be imposed on persons who demonstrate that they acted for legitimate reasons and in accordance with accepted market practices on the market concerned.

5. Pecuniary administrative sanctions referred to in the preceding subsections shall be increased up to three times or up to the larger amount of ten times the product of the offence or the profit therefrom when, in view of the personal situation of the guilty party, the magnitude of the product of the offence or the profit therefrom or the effects produced on the market, they appear inadequate even if the maximum amount is applied.

6. The Ministry of the Economy and Finance, after consulting Consob or acting on a proposal therefrom, shall specify, in a regulation conforming with the implementing measures of Directive 2003/6/EC adopted by the Commission using the procedure referred to in Article 17(2) of the same directive, the cases, possibly in addition to those referred to in the preceding subsections, relevant for purposes of applying this article.

7. Consob shall make known, in measures it adopts, the elements and circumstances to be taken into consideration in assessing behaviour likely to constitute market manipulation according to Directive 2003/6/EC and the implementing measures thereof”.

55

Article 187-quater

Accessory administrative sanctions

1. “Application of pecuniary administrative sanctions referred to in this chapter shall imply the temporary non-fulfilment of the integrity requirements for corporate officers and shareholders of authorised intermediaries, stock exchange companies, auditors and financial advisors authorised to make off-premises offers and, for corporate officers of listed companies, temporary disqualification from taking up administrative, management or supervisory positions in listed companies or companies belonging to the same group as listed companies

2. Accessory administrative sanctions referred to in subsection 1 shall have a duration of not less than two months and not more than three years.

3. In the measure imposing pecuniary administrative sanctions referred to in this chapter, Consob, taking into account the seriousness of the violation and the degree of fault, may order authorized intermediaries, stock exchange companies, listed issuers and auditing firms not to use the offender in the exercise of their activities for a period of not more than three years and ask the competent professional associations to suspend the registrant from practice of the profession”.

Article 187-quinquies

Liability of the entity

1. “Entities shall be liable for payment of a sum equal to the amount of the administrative sanction imposed for offences referred to in this chapter committed in their interest or to their advantage:

a) by persons performing representative, administrative or management functions in the entity or one of its organisational units having financial and functional autonomy and by persons who, de facto or otherwise, manage and control the entity.

b) persons subject to the direction or supervision of a person referred to in paragraph a).

2. If, following the perpetration of offences referred to in subsection 1, the product thereof or the profit therefrom accruing to the entity is very large, the sanction shall be increased up to ten times such product or profit.

3. Entities shall not be liable if they demonstrate that the persons specified in subsection 1 acted exclusively in their own interest or in the interest of third parties.

4. Articles 6, 7, 8 and 12 of Legislative Decree 231/2001 shall apply, insofar as they are compatible, to offences referred to in subsection 1. The Ministry of Justice, after

56

consulting Consob, shall formulate the observations referred to in Article 6 of Legislative Decree 231/2001 with regard to offences referred to in this chapter”.

III.

Legislative Decree No. 231 of 8 June 2001

Bodies’ Administrative Liability

Article 25-sexies

Market Abuse

1. “In relation to the offences of insider trading and market manipulation set out in part V, title I-bis, heading II, of the consolidated act mentioned in Decree Law No. 58 of 24 February 1998, a financial sanction of from EUR 400 to 1000 parts will be applied to the institution.

2. If, following the perpetration of the offences covered in paragraph 1, the product or the profit obtained by the institution is large, the sanction is increased up to ten times that product or profit”.

IV.

Legislative Decree no. 196 of 30 June 2003

“ PERSONAL DATA PROTECTION CODE”

Art. 7

(Right to Access Personal Data and Other Rights)

1. “A data subject shall have the right to obtain confirmation as to whether or not personal data concerning him exist, regardless of their being already recorded, and communication of such data in intelligible form.

2. A data subject shall have the right to be informed

a) of the source of the personal data;

b) of the purposes and methods of the processing;

c) of the logic applied to the processing, if the latter is carried out with the help of electronic means;

d) of the identification data concerning data controller, data processors and the representative designated as per Section 5(2); and

57

e) of the entities or categories of entity to whom or which the personal data may be communicated and who or which may get to know said data in their capacity as designated representative(s) in the State’s territory, data processor(s) or person(s) in charge of the processing.

3. A data subject shall have the following rights:

a) to obtain updating, rectification or, where interested therein, integration of the data;

b) to obtain erasure, anonymization or blocking of data that have been processed unlawfully, including data whose retention is unnecessary for the purposes for which they have been collected or subsequently processed;

c) to obtain certification to the effect that the operations as per letters a) and b) have been notified, as also related to their contents, to the entities to whom or which the data were communicated or disseminated, unless this requirement proves impossible or involves a manifestly disproportionate effort compared with the right that is to be protected.

4. A data subject shall have the right to object, in whole or in part,

a) on legitimate grounds, to the processing of personal data concerning him/her, even though they are relevant to the purpose of the collection;

b) to the processing of personal data concerning him/her, where it is carried out for the purpose of sending advertising materials or direct selling or else for the performance of market or commercial communication surveys”.

TEMPLATE 2

INFORMATION FOR PERSONS INCLUDED ON THE LIST

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Update of the data included on the List

In compliance with the community17 and national18 regulations in force from time to

time governing access to inside information and market abuse (the “Relevant

Regulations”), as well as with the Procedure of Pirelli & C. S.p.A. (“Company”)

concerning the principles and rules for the prevention of market abuse that

governs, inter alia , the keeping and update of the list of persons with access to

inside information about the Company (the ““List”), I am writing, as the person

responsible for keeping and updating that List, to inform you that, on [•] [indicate

date and time], your data subject to inclusion and processing was updated for the

following reason:

[•] [indicate the reason].

Person responsible for keeping

and updating the List

17

See (i) Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for

market abuse (the “Market Abuse Directive”); (ii) Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, that repealed Directive 2003/6/EC and Directives 2003/124/EC, 2003/125/EC and

2004/72/EC (the “Market Abuse Regulation” or the “MAR”); (iii) Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 laying down implementing technical standards with regard to the precise format of insider lists and the related update pursuant to the MAR (“Regulation 2016/347”) and (iv) the other implementing rules issued from time to time by the

competent authorities.

18 See (i) Decree 58 dated 24 February 1998 (the “Consolidated Finance Law” or the “TUF”) and (ii) the enabling instructions contained in the regulation governing issuers adopted by Consob decision 11971 dated 14 May 1999 and subsequent

amendments and additions (the “Issuers’ Regulation”).

59

TEMPLATE 3

INFORMATION FOR PERSONS INCLUDED ON THE LIST

Deletion from the List

In compliance with the community19 and national20 regulations in force from time to

time governing access to inside information and market abuse (the “Relevant

Regulations”), as well as with the Procedure of Pirelli & C. S.p.A. (“Company”)

concerning the principles and rules for the prevention of market abuse that

governs, inter alia , the keeping and update of the list of persons with access to

inside information about the Company (the ““List”), I am writing, as the person

responsible for keeping and updating that List, to inform you that, on [•] [indicate

date and time], the reason for including you on the List lapsed and that, pursuant to

art. 18 of the MAR, your data subject to inclusion and processing will be deleted after

five years have elapsed from [•]. [indicate the date and time shown above]

Person responsible for keeping

and updating the List

19 See (i) Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (the “Market Abuse Directive”); (ii) Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, that repealed Directive 2003/6/EC and Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “Market Abuse Regulation” or the “MAR”); (iii) Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 laying down implementing technical standards with regard to the precise format of insider lists and the related update pursuant to the MAR (“Regulation 2016/347”) and (iv) the other implementing rules issued from time to time by the competent authorities.

20 See (i) Decree 58 dated 24 February 1998 (the “Consolidated Finance Law” or the “TUF”) and (ii) the enabling instructions contained in the regulation governing issuers adopted by Consob decision 11971 dated 14 May 1999 and subsequent

amendments and additions (the “Issuers’ Regulation”).

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ATTACHMENT 6 – Examples of MAR Significant Transactions

Pursuant to the MAR and Regulation 2016/522, MAR Significant Transactions

comprise:

1. the pledging or loan of Financial Instruments by or on behalf of a MAR

Significant Party. For this purpose, a pledge, or a similar security interest,

of financial instruments in connection with the depositing of the financial

instruments in a custody account does not need to be notified, unless and

until such time that such pledge or other security interest is designated to

secure a specific credit facility;

2. transactions undertaken by persons professionally arranging or executing

transactions or by another person on behalf of a MAR Significant Party,

including where discretion is exercised. The transactions carried out in

MAR Significant Instruments by the managers of a mutual fund in which

the MAR Significant Party has invested are not subject to notification if the

manager of the mutual fund operates with full discretion, which means

that the investors in that mutual fund cannot give instructions or

suggestions of any kind, directly or indirectly, about the composition of the

portfolio;

3. transactions made under a life insurance policy, defined in accordance

with Directive 2009/138/EC of the European Parliament and of the

Council, where: i) the policyholder is a MAR Significant Party; (ii) the

investment risk is borne by the policyholder; and iii) the policyholder has

the power or discretion to make investment decisions regarding specific

instruments in that life insurance policy or to execute transactions

regarding specific instruments for that life insurance policy. Insofar as a

policyholder of an insurance contract is required to notify transactions

according to the Procedure, an obligation to notify is not incumbent on

the insurance company.

4. the purchase, disposal, short sale, subscription or exchange;

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5. the acceptance or exercise of an option right, including an option right

granted to a MAR Significant Party or to employees as part of the

remuneration due to them, and the sale of shares deriving from the

exercise of an option right21;

6. the arrangement of swap contracts linked to stock indices or the exercise

of those contracts;

7. transactions in derivatives or instruments linked to them, including

transactions settled in cash;

8. the arrangement of a contract for difference relating to a financial

instrument of the Company;

9. the purchase, sale or exercise of rights, including put and call options and

warrants;

10. subscription to a capital increase or an issue of bonds or debt securities;

11. transactions in derivatives and financial instruments linked to an

obligation of the Company, including credit default swaps;

12. subordinated transactions subject to conditions and actual execution of

the transactions;

13. the automatic or non-automatic conversion of a financial instrument into

another financial instrument, including the exchange of convertible bonds

into Shares;

14. gifts and donations given or received and inheritances received;

15. transactions carried out in products, baskets and indexed derivatives, if so

envisaged in art. 19 of the MAR;

16. transactions carried out in shares or units in investment funds, including

the alternative investment funds (AIF) referred to in art. 1 of Directive

2011/61/EU of the European Parliament and of the Council, if so envisage

in art. 19 of the MAR;

17. transactions carried out by the manager of an AIF in which the MAR

Significant Party has invested, if so envisaged in art. 19 of the MAR;

21 In accordance with the clarification provided by ESMA, if receipt of the remuneration element of financial instruments issued

by the Company is subject to certain vesting conditions, the notification is only made when those conditions are met

62

18. transactions carried out by third parties under an asset management or

personalised portfolio management mandate on behalf of or for the

benefit of a MAR Significant Party;

19. the borrowing or lending of MAR Financial Instruments.

63

ATTACHMENT 7 - Template for notification and disclosure to the public of

transactions carried out by MAR Significant Parties22

1 Details of the person who carries out administrative, control or management functions /the closely-related person

a) Name [For natural persons: name and surname.]

[For legal persons: full business name, including the legal form stated on the register in which it is recorded, if applicable.]

2 Reason for notification

a) Position/role [For persons who carry out administration, control or management functions: indicate the position (e.g. chief executive officer, finance director) held within the issuer, the emission allowance market participant, the auction platform, the auction commissioner or the auction supervisor.]

[For closely-related persons,

— indicate that the notification relates to a person closely related to a person who carries out administration, control or management functions;

— name, surname and position of the relevant person who carries out administration, control or management functions.]

b)

Initial notification/amendment

[Indicate if an initial notification or the amendment of a previous notification. In the case of an amendment, explain the mistake that is corrected in this notification.]

3 Information about the issuer, the emission allowance market participant, the auction platform, the auction commissioner or the auction supervisor

a) Name Pirelli & C. S.p.A.

22

Pursuant to Commission Implementing Regulation (EU) 2016/523 of 10/03/2016.

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b)

LEI [Identifier code of the legal entity, compliance with the LEI code pursuant to ISO 17442.]

4 Details of the transaction: section to be repeated for i) each type of instrument; ii) each type of transaction; iii) each date; and iv) each place in which the transactions are carried out

a) Description of the financial instrument, type of instrument

Identifier code

[— Indicate the nature of the instrument:

— share, debt instrument, derivative or financial instrument linked to a share or debt instrument;

— emission quota, product auctioned on the basis of emission quotas or derivative on emission quotas.

— instrument identifier code, as defined in the Commission delegated regulation supplementing Regulation (EU) 600/2014 of the European Parliament and of the Council concerning the technical regulations governing the disclosure of transactions to the competent authorities, adopted pursuant to article 26 of Regulation (EU) 600/2014.]

b)

Nature of the transaction

[Description of the type of transaction using, if necessary, the transaction types established in article 10 of Commission Delegated Resolution (UE) 2016/522 (23) adopted pursuant to article 19, para. 14, of Regulation (EU) 596/2014 or one of the specific examples given in article 19, para. 7, of Regulation (EU) 596/2014.

Pursuant to article 19, para. 6, letter e), of Regulation (EU) 596/2014, indicate if the transaction is linked to the use of stock option plans]

23 Commission Delegated Regulation (EU) 2016/522 of 17 December 2015, supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council as regards an exemption for certain third countries public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission

for trading during closed periods and types of notifiable managers’ transactions (see page 1 of this Official Gazette).

65

c) Price(s) and volume(s)

[If several transactions of the same type (purchase, sale, arrangement of grant of loan etc.) are carried out in the same financial instrument or the same emission quotas on the same day and in the same place, indicate in this field the prices and volumes of those transaction, using two columns as shown above and adding all the rows that are necessary.

Utilise the standards for the price and volume data including, if necessary, the currency of the price and the currency of the quantity, defined in the Commission Delegated Regulation supplementing Regulation (EU) 600/2014 of the European Parliament and of the Council concerning the technical regulations governing the disclosure of transactions to the competent authorities, adopted pursuant to article 26 of Regulation (EU) 600/2014.]

Price(s) Volume(s)

d)

Aggregated information

— Aggregated volume

— Price

[The volumes of multiple transactions are aggregated when those transactions:

— relate to the same financial instrument or the same emission quota;

— have the same nature;

— are carried out on the same day and

— are carried out in the same place;

Utilise the standards for the volume data including, if necessary, the currency of the quantity, defined in the Commission Delegated Regulation supplementing Regulation (EU) 600/2014 of the European Parliament and of the Council concerning the technical regulations governing the disclosure of transactions to the competent authorities, adopted pursuant to article 26 of Regulation (EU) 600/2014.]

[Information about prices:

— in the case of a single transaction, the price of the single transaction;

— in the case in which the volumes of multiple transactions are aggregated: the weighted-average price of the aggregated transactions.

Utilise the standards for the price data including, if necessary, the currency of the price, defined in the Commission Delegated Regulation supplementing Regulation (EU) 600/2014 of the European Parliament and of the Council concerning the technical regulations governing the disclosure of transactions to the competent authorities, adopted pursuant to article 26 of Regulation (EU) 600/2014.]

e) Date of the transaction

[Execution date of the notified transaction. Use format ISO 8601: YYYY-MM-DD; time UTC.]

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f) Place of the transaction

[Name and identifier code of the place of trading as defined in the MiFID, the systematic internaliser or the trading platform organised outside of the Union where the operation was carried out, as defined in the Commission Delegated Regulation supplementing Regulation (EU) 600/2014 of the European Parliament and of the Council concerning the technical regulations governing the disclosure of transactions to the competent authorities, adopted pursuant to article 26 of Regulation (EU) 600/2014, or

if the transaction was not carried out in one of the above locations, state «not in a place of trading».]

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ATTACHMENT 8 - Template for notification and disclosure to the public of

transactions carried out by IR Significant Parties24

1 Details of the party that holds at least 10 percent of the shares of, or that controls, the listed issuer or to the person closely related to that party

a)1 Name For natural persons: Name: Surname:

For legal persons: Business name:

2 Reason for notification

a) Reason for notification Party that holds at least 10 percent of the shares of the listed issuer:

Party that controls the listed issuer:

--------------------------------------------------------------------- Closely related party

Indicate that the notification relates to a person closely related to:

For natural persons:

Name:

Surname:

For legal persons:

Business name:

b) 2 Initial notification/amendment

Initial notification Amendment of previous notification, Reason for

amendment: 1 Details of the party carrying out the transaction

[For natural persons: name and surname.]

[For legal persons: full business name, including the legal form stated on the register in

24 Conforms to Attachment 6 of the Issuers’ Regulation.

68

which it is recorded, if applicable.] 2[Indicate if an initial notification or the amendment of a previous notification. In the case of an amendment, explain the mistake that is corrected in this notification.]

3 [Full name of entity.] 4 [Identifier code of the legal entity, compliance with the LEI code pursuant to ISO 17442.] 5 [Purchase, sale subscription or exchange]. 6 [If several transactions of the same type are carried out on the same day and in the same place, indicate the total volume on an aggregated basis and the weighted-average price of those transactions]. 7 [Date of execution of the notified transaction. Use format ISO 8601: YYYY-MM-DD; time UTC.]

3 Details of the issuer

a) 3 Name Pirelli & C. S.p.A.

b) 4 LEI

4 Details of the transaction: section to be repeated for i) each type of instrument; ii) each type of transaction; iii) each date; e iv) each place in which the transactions were carried out a) Description of the financial instrument,

type of instrument

Identifier code

b) 5 Nature of the transaction

c) 6 Price(s) and volume(s)

d)

Date of the transaction

e) Place of the transaction Name of the place of

trading: Identifier code:

«Not in a place of trading»:

Price(s) Volume(s)

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ATTACHMENT 9 – Declaration of acceptance of the Market Abuse Procedure by

MAR Significant Parties

I, the undersigned, _____________________________________, born in ___________________

on __________, resident at _______________________________, with tax code _________________, in

my capacity as ___________________________ and, as such, included among the significant

parties of Pirelli & C. S.p.A. (the “Company”) pursuant to art. 3, para. 1, point 25 of

Regulation (EU) 596/2014 (the “MAR Significant Parties”) and the procedure

relating to the principles and rules concerning the prevention of market abuse

(hereinafter, the “Procedure”) adopted by the Company,

acknowledging inclusion on the list of MAR Significant Parties in accordance

with the Procedure;

confirming receipt of a copy of the Procedure and that I have read and

understood its provisions;

aware of the legal obligations imposed on me by the current legislation on

internal dealing and by the Procedure, as well as of the penalties envisaged for

non-compliance with those obligations;

given all of the above

confirm that I have received the Procedure prepared by the Company, that I

have read its provisions and that I accept in full its contents;

confirm that I will strive with the maximum diligence (i) to comply

scrupulously with the provisions contained in the above-mentioned

Procedure; (ii) to notify the persons closely related to me pursuant to art. 3,

para. 1, point 26, of Regulation (EU) 596/2014 (the “MAR Closely Related

Parties”) by the deadlines specified in the Procedure and (iii) to ensure -

pursuant to art. 1381 of the Italian Civil Code - that the MAR Closely Related

Parties comply precisely with their obligations;

confirm that I will relieve and hold free the Company from all adverse

consequences it may suffer from omitted, delayed or inexact compliance by

70

me with the obligations envisaged in the internal dealing procedure and in the

Procedure;

indicate the following personal contact details:

tel. no. ____________________________________________________________

fax no. ____________________________________________________________

e-mail address ____________________________________________________

indicate the following names of MAR Closely Related Parties associated with

me, who I agree to notify in writing about their obligations pursuant to

current legislation and the Procedure and keep a copy of the notification:

Name and surname /

Business name (*)

Place and date of birth / Address

of registered office (*)

Tax code Type of

relationship25

(*) For legal persons.

25 Indicate the letter corresponding to the relationship with reference to the following table:

A Spouse, if not legally separated, or partner deemed equivalent under current legislation

B Dependent children, including those of the spouse

C Parents, relations and relations by marriage (if living together for at least one year)

D Legal persons, trusts and partnerships administered by the MAR Significant Party or by a MAR Closely Related Party indicated in letters A, B or C above

E Legal persons, trusts and partnerships controlled, directly or indirectly, by the MAR Significant Party or by one of the MAR Closely Related Parties listed above

F Legal persons, trusts and partnershipsformed for the benefit of the MAR Significant Party or of one of the MAR Closely Related Parties listed above

G Legal persons, trusts and partnershipswhose economic interests are substantially equivalent to those of the MAR Significant Party or of one of the MAR Closely Related Parties listed above

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agree to notify the Company about any changes relating to the MAR Closely Related Parties;

consent, pursuant to Decree 196/2003, to the processing of the personal data contained in this form by the Company in accordance with the Procedure, and agree to do everything in my power to obtain consent for the processing of personal data from the MAR Closely Related Parties.

Place / Date

__________ / _______________

________________________

(Signature)

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ATTACHMENT 10 – Information for Persons closely related to MAR Significant

Parties

Re: Market Abuse Procedure of Pirelli & C. S.p.A. (“Procedure”) – notification of obligations pursuant to the Procedure

Dear ___________,

In compliance with the obligation arising pursuant to art. 19 of Regulation (EU) 596/2014 (the “MAR”) and the Procedure adopted by Pirelli & C. S.p.A. (the “Company”), under which the undersigned is a significant party pursuant to art. 3, para. 1, point 25, of the MAR (the “MAR Significant Party”), I hereby inform you:

- that you have been identified as a person closely related to the undersigned pursuant to art. 3, para. 1, point 26, of the MAR (the “MAR Closely Related Parties”) and the Procedure and, therefore, you will be included on the list of MAR Closely Related Parties kept by the Company;

- that you are required to comply with the legal obligations regarding internal dealing and, in particular, the notification obligations established in art. 19 of the MAR and in the Procedure;

- taking into consideration the penalties that may be levied in the event of violating the above-mentioned notification obligations, please read the relevant regulations and the Procedure (attached and available on the website of the Company).

In order to comply with the regulatory requirements, please return a copy of this document and the Procedure, duly initialled, dated and signed in acknowledgement and for acceptance.

Place / Date

__________ / _______________

________________________

(Signature)

FOR RECEIPT

Place / Date

__________ / _______________

________________________

(Signature)

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ATTACHMENT 11 – Exemption from the Black-Out Period restrictions

A MAR Significant Party may carry out a MAR Significant Transaction during a Black-

Out Period if:

(a) one of the following circumstances applies:

(i) based on a case-by-case assessment, exceptional conditions exist, such as

serious financial difficulties, that force immediate sale of the Shares; or

(ii) given the characteristics of the operation, in the case of transactions

carried out simultaneously or in relation to compensation or equity

participation plans, the giving of guarantees for, or the acquisition of a

right to subscribe, or the assignment or purchase of, Shares or in the case

of transactions that do not change the ownership of a Financial

Instrument;

(b) the MAR Significant Party is able to demonstrate that the MAR Significant

Transaction cannot be carried out at any time other than during the Black-Out

Period.

In the cases indicated in paragraph (a) (i) above:

(a) the MAR Significant Party may only carry out a MAR Significant Transaction

during the Black-Out Period following authorisation from the Chief Executive

Officer, to whom a request with explanations must be sent, via the Officer in

Charge, at least 5 calendar days prior to the envisaged execution date of the

MAR Significant Transaction. This request must contain a description of the

MAR Significant Transaction and a reasonably detailed explanation of the

exceptional circumstances that make it necessary to sell the Shares

immediately, as well as the reasons for which sale of Shares is the only

reasonable alternative to obtain the funds that are needed;

(b) the Chief Executive Officer makes a case-by-case assessment, via the Officer in

Charge, and only authorises the immediate sale of the Shares during the Black-

Out Period if there are exceptional circumstances, being the existence of

extremely urgent, unexpected and impelling situations that are not

attributable to the party concerned and that are beyond its control. In order to

assess the exceptional nature of the circumstances indicated by the MAR

Significant Party in the written request, the Chief Executive Officer considers,

74

via the Officer in Charge, if for example: (i) the MAR Significant Party must

comply with a legally-enforceable financial obligation or satisfy a claim,

including tax obligations; (ii) the circumstance giving rise to the payment

obligation arose prior to the start of the Black-Out Period; (iii) the MAR

Significant Party cannot reasonably comply with the payment obligation

without immediate sale of the Shares.

In the cases indicated in paragraph (a)(ii) above, a MAR Significant Party may carry

out a MAR Significant Transaction during the Black-Out Period on condition that:

(a) with reference to the assignment of Financial Instruments in the context of

employee compensation plans, the plan was approved in compliance with the

law applicable to the situation and expressly governs:

(i) the basis and timing of allotment;

(ii) the procedures for determining the number of Financial Instruments to be

allotted, so that:

(A) the Board of Directors or the relevant delegate bodies cannot

exercise any discretion;

(B) the MAR Significant Party is not entitled to refuse allotment of the

Financial Instruments; and

(C) the allotment cannot be influenced by Inside Information; and

(iii) the categories of plan beneficiaries;

(b) with reference to the exercise of options or warrants or rights to convert

convertible bonds (the “Options”) allotted in the context of compensation

plans:

(i) the exercise period or its end are included in a Black-Out Period;

(ii) the Shares deriving from the exercise of those Options are sold;

(iii) the MAR Significant Party requests prior authorisation from the Chief

Executive Officer, in a written communication, via the Officer in Charge,

at least four months prior to the final deadline for the exercise of those

Options, indicating the number, type of right to be exercised, the

compensation plan in the context of which they were allotted and the

approximate intended exercise date, specifying that the decision to

exercise them is irrevocable;

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(iv) The Chief Executive Officer, having checked, via the Officer in Charge,

that the requirements set out in this paragraph have been met,

authorises the exercise of the rights during the Black-Out Period.

(c) with reference to the assignment of Financial Instruments in the context of

employee compensation plans

(i) the MAR Significant Party joined the plan before the Black-out Period,

except when it was not possible to join at another time due to the date

of commencement of employment;

(ii) the MAR Significant Party does not alter the conditions of plan

membership or cancel that membership during the Black-out Period;

(iii) the purchase operations are clearly organised under the plan

conditions and the MAR Significant Party has no right or legal

possibility to alter them during the Black-Out Period, or are scheduled

under the plan to take place on a fixed date which falls in the Black-Out

Period;

(d) with reference to transfers that do not change the ownership of the Financial

Instruments, these consist of transfers from an account held in the name of

the MAR Significant Party to another account held in the same name (and the

transfers do not result in changing the price of the Financial Instruments);

(e) with reference to the pledging of, or the acquisition of a right to subscribe for

or received on allotment or purchase Shares:

(i) the deadline for giving that pledge or acquiring that right is included in

a Black-Out Period;

(ii) the MAR Significant Party requests prior authorisation from the Chief

Executive Officer, via a written communication sent well in advance of

the deadline sub (i), indicating the number of Shares or rights

concerned, the type of rights to be acquired and the reasons for which

the acquisition was not carried out earlier; (iii) the Chief Executive

Officer, via the Officer in Charge, gives authorisation.

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REGULATIONS APPENDIX – Significant Regulations

* * * Regulation (EU) 596/2014 of the European Parliament and of the Council of 16

April 2014 (“Market Abuse Regulation - MAR”)

Chapter 2 - inside information, insider dealing, unlawful disclosure of inside information and market manipulation

Article 7 MAR

Inside information

“1. For the purposes of this Regulation, inside information shall comprise the following types of information:

a) information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments;

b) in relation to commodity derivatives, information of a precise nature, which has not been made public, relating, directly or indirectly to one or more such derivatives or relating directly to the related spot commodity contract, and which, if it were made public, would be likely to have a significant effect on the prices of such derivatives or related spot commodity contracts, and where this is information which is reasonably expected to be disclosed or is required to be disclosed in accordance with legal or regulatory provisions at the Union or national level, market rules, contract, practice or custom, on the relevant commodity derivatives markets or spot markets;

c) in relation to emission allowances or auctioned products based thereon, information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more such instruments, and which, if it were made public, would be likely to have a significant effect on the prices of such instruments or on the prices of related derivative financial instruments;

d) for persons charged with the execution of orders concerning financial instruments, it also means information conveyed by a client and relating to the client’s pending orders in financial instruments, which is of a precise nature, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments, the price of related spot commodity contracts, or on the price of related derivative financial instruments.

2. For the purposes of paragraph 1, information shall be deemed to be of a precise nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial instrument, the related spot commodity contracts, or the auctioned products based on the emission allowances. In this respect, in the case of a protracted process that is intended to bring about, or that

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results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information.

3. An intermediate step in a protracted process shall be deemed to be inside information if, by itself, it satisfies the criteria of inside information as referred to in this Article.

4. For the purposes of paragraph 1, information which, if it were made public, would be likely to have a significant effect on the prices of financial instruments, derivative financial instruments, related spot commodity contracts, or auctioned products based on emission allowances shall mean information a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

In the case of participants in the emission allowance market with aggregate emissions or rated thermal input at or below the threshold set in accordance with the second subparagraph of Article 17(2), information about their physical operations shall be deemed not to have a significant effect on the price of emission allowances, of auctioned products based thereon, or of derivative financial instruments.

5. ESMA shall issue guidelines to establish a non-exhaustive indicative list of information which is reasonably expected or is required to be disclosed in accordance with legal or regulatory provisions in Union or national law, market rules, contract, practice or custom, on the relevant commodity derivatives markets or spot markets as referred to in point (b) of paragraph 1. ESMA shall duly take into account specificities of those markets”.

Article 8 MAR

Insider dealing

“1. For the purposes of this Regulation, insider dealing arises where a person possesses inside information and uses that information by acquiring or disposing of, for its own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates. The use of inside information by cancelling or amending an order concerning a financial instrument to which the information relates where the order was placed before the person concerned possessed the inside information, shall also be considered to be insider dealing. In relation to auctions of emission allowances or other auctioned products based thereon that are held pursuant to Regulation (EU) No 1031/2010, the use of inside information shall also comprise submitting, modifying or withdrawing a bid by a person for its own account or for the account of a third party.

2. For the purposes of this Regulation, recommending that another person engage in insider dealing, or inducing another person to engage in insider dealing, arises where the person possesses inside information and:

a) recommends, on the basis of that information, that another person acquire or dispose of financial instruments to which that information relates, or induces that person to make such an acquisition or disposal, or

b) recommends, on the basis of that information, that another person cancel or amend an order concerning a financial instrument to which that information relates, or induces that person to make such a cancellation or amendment.

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3. The use of the recommendations or inducements referred to in paragraph 2 amounts to insider dealing within the meaning of this Article where the person using the recommendation or inducement knows or ought to know that it is based upon inside information.

4. This Article applies to any person who possesses inside information as a result of:

a) being a member of the administrative, management or supervisory bodies of the issuer or emission allowance market participant;

b) having a holding in the capital of the issuer or emission allowance market participant;

c) having access to the information through the exercise of an employment, profession or duties; or

d) being involved in criminal activities.

This Article also applies to any person who possesses inside information under circumstances other than those referred to in the first subparagraph where that person knows or ought to know that it is inside information.

5. Where the person is a legal person, this Article shall also apply, in accordance with national law, to the natural persons who participate in the decision to carry out the acquisition, disposal, cancellation or amendment of an order for the account of the legal person concerned.”

Article 9 MAR

Legitimate behaviour

“1. For the purposes of Articles 8 and 14, it shall not be deemed from the mere fact that a legal person is or has been in possession of inside information that that person has used that information and has thus engaged in insider dealing on the basis of an acquisition or disposal, where that legal person:

a) has established, implemented and maintained adequate and effective internal arrangements and procedures that effectively ensure that neither the natural person who made the decision on its behalf to acquire or dispose of financial instruments to which the information relates, nor another natural person who may have had an influence on that decision, was in possession of the inside information; and

b) has not encouraged, made a recommendation to, induced or otherwise influenced the natural person who, on behalf of the legal person, acquired or disposed of financial instruments to which the information relates.

2. For the purposes of Articles 8 and 14, it shall not be deemed from the mere fact that a person is in possession of inside information that that person has used that information and has thus engaged in insider dealing on the basis of an acquisition or disposal where that person:

a) for the financial instrument to which that information relates, is a market maker or a person authorised to act as a counterparty, and the acquisition or disposal of financial instruments to which that information relates is made legitimately in the normal course of the exercise of its function as a market maker or as a counterparty for that financial instrument; or

b) is authorised to execute orders on behalf of third parties, and the acquisition or disposal of financial instruments to which the order relates, is made to carry out such

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an order legitimately in the normal course of the exercise of that person’s employment, profession or duties.

3. For the purposes of Articles 8 and 14, it shall not be deemed from the mere fact that a person is in possession of inside information that that person has used that information and has thus engaged in insider dealing on the basis of an acquisition or disposal where that person conducts a transaction to acquire or dispose of financial instruments and that transaction is carried out in the discharge of an obligation that has become due in good faith and not to circumvent the prohibition against insider dealing and:

a) that obligation results from an order placed or an agreement concluded before the person concerned possessed inside information; or

b) that transaction is carried out to satisfy a legal or regulatory obligation that arose, before the person concerned possessed inside information.

4. For the purposes of Article 8 and 14, it shall not be deemed from the mere fact that a person is in possession of inside information that that person has used that information and has thus engaged in insider dealing, where such person has obtained that inside information in the conduct of a public takeover or merger with a company and uses that inside information solely for the purpose of proceeding with that merger or public takeover, provided that at the point of approval of the merger or acceptance of the offer by the shareholders of that company, any inside information has been made public or has otherwise ceased to constitute inside information.

This paragraph shall not apply to stake-building.

5. For the purposes of Articles 8 and 14, the mere fact that a person uses its own knowledge that it has decided to acquire or dispose of financial instruments in the acquisition or disposal of those financial instruments shall not of itself constitute use of inside information.

6. Notwithstanding paragraphs 1 to 5 of this Article, an infringement of the prohibition of insider dealing set out in Article 14 may still be deemed to have occurred if the competent authority establishes that there was an illegitimate reason for the orders to trade, transactions or behaviours concerned.”

Article 10 MAR

Unlawful disclosure of inside information

“1. For the purposes of this Regulation, unlawful disclosure of inside information arises where a person possesses inside information and discloses that information to any other person, except where the disclosure is made in the normal exercise of an employment, a profession or duties.

This paragraph applies to any natural or legal person in the situations or circumstances referred to in Article 8(4).

2. For the purposes of this Regulation the onward disclosure of recommendations or inducements referred to in Article 8(2) amounts to unlawful disclosure of inside information under this Article where the person disclosing the recommendation or inducement knows or ought to know that it was based on inside information.”

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Article 17, para. 1, MAR

Public disclosure of inside information

“1. An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. The issuer shall ensure that the inside information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public and, where applicable, in the officially appointed mechanism referred to in Article 21 of Directive 2004/109/EC of the European Parliament and of the Council.

The issuer shall not combine the disclosure of inside information to the public with the marketing of its activities. The issuer shall post and maintain on its website for a period of at least five years, all inside information it is required to disclose publicly.

This Article shall apply to issuers who have requested or approved admission of their financial instruments to trading on a regulated market in a Member State or, in the case of instruments only traded on an MTF or on an OTF, issuers who have approved trading of their financial instruments on an MTF or an OTF or have requested admission to trading of their financial instruments on an MTF in a Member State.”

Article 18 MAR

Insider lists

“1. Issuers or any person acting on their behalf or on their account, shall:

a) draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies (insider list);

b) promptly update the insider list in accordance with paragraph 4; and

c) provide the insider list to the competent authority as soon as possible upon its request.

2. Issuers or any person acting on their behalf or on their account, shall take all reasonable steps to ensure that any person on the insider list acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information.

Where another person acting on behalf or on the account of the issuer assumes the task of drawing up and updating the insider list, the issuer remains fully responsible for complying with this Article. The issuer shall always retain a right of access to the insider list.

3. The insider list shall include at least:

a) the identity of any person having access to inside information;

b) the reason for including that person in the insider list;

c) the date and time at which that person obtained access to inside information; and

d) the date on which the insider list was drawn up.

4. Issuers or any person acting on their behalf or on their account shall update the insider list promptly, including the date of the update, in the following circumstances:

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a) where there is a change in the reason for including a person already on the insider list;

b) where there is a new person who has access to inside information and needs, therefore, to be added to the insider list; and

c) where a person ceases to have access to inside information.

Each update shall specify the date and time when the change triggering the update occurred.

5. Issuers or any person acting on their behalf or on their account shall retain the insider list for a period of at least five years after it is drawn up or updated.

6. Issuers whose financial instruments are admitted to trading on an SME growth market shall be exempt from drawing up an insider list, provided that the following conditions are met:

a) the issuer takes all reasonable steps to ensure that any person with access to inside information acknowledges the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information; and

b) the issuer is able to provide the competent authority, upon request, with an insider list.

7. This Article shall apply to issuers who have requested or approved admission of their financial instruments to trading on a regulated market in a Member State or, in the case of instruments only traded on an MTF or on an OTF, issuers who have approved trading of their financial instruments on an MTF or an OTF or have requested admission to trading of their financial instruments on an MTF in a Member State.

8. Paragraphs 1 to 5 of this Article shall also apply to:

a) emission allowance market participants in relation to inside information concerning emission allowances that arises in relation to the physical operations of that emission allowance market participant;

b) any auction platform, auctioneer and auction monitor in relation to auctions of emission allowances or other auctioned products based thereon that are held pursuant to Regulation (EU) 1031/2010.

9. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to determine the precise format of insider lists and the format for updating insider lists referred to in this Article.

ESMA shall submit those draft implementing technical standards to the Commission by 3 July 2016.

Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) 1095/2010”.

Article 19 MAR

Managers’ transactions

“1. Persons discharging managerial responsibilities, as well as persons closely associated with them, shall notify the issuer or the emission allowance market

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participant and the competent authority referred to in the second subparagraph of paragraph 2: a) in respect of issuers, of every transaction conducted on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto; b) in respect of emission allowance market participants, of every transaction conducted on their own account relating to emission allowances, to auction products based thereon or to derivatives relating thereto. Such notifications shall be made promptly and no later than three business days after the date of the transaction. The first subparagraph applies once the total amount of transactions has reached the threshold set out in paragraph 8 or 9, as applicable, within a calendar year.

2. (omissis)

3. The issuer or emission allowance market participant shall ensure that the information that is notified in accordance with paragraph 1 is made public promptly and no later than three business days after the transaction in a manner which enables fast access to this information on a non-discriminatory basis in accordance with the implementing technical standards referred to in point (a) of Article 17(10).

The issuer or emission allowance market participant shall use such media as may reasonably be relied upon for the effective dissemination of information to the public throughout the Union, and, where applicable, it shall use the officially appointed mechanism referred to in Article 21 of Directive 2004/109/EC.

Alternatively, national law may provide that a competent authority may itself make public the information.

4. This Article shall apply to issuers who:

a) have requested or approved admission of their financial instruments to trading on a regulated market; or

b) in the case of an instrument only traded on an MTF or an OTF, have approved trading of their financial instruments on an MTF or an OTF or have requested admission to trading of their financial instruments on an MTF.

5. (omissis)

Persons discharging managerial responsibilities shall notify the persons closely associated with them of their obligations under this Article in writing and shall keep a copy of this notification.

6. A notification of transactions referred to in paragraph 1 shall contain the following information: a) the name of the person; b) the reason for the notification; c) the name of the relevant issuer or emission allowance market participant; d) a description and the identifier of the financial instrument; e) the nature of the transaction(s) (e.g. acquisition or disposal), indicating whether it is linked to the exercise of share option programmes or to the specific examples set out in paragraph 7; f) the date and place of the transaction(s); and g) the price and volume of the transaction(s). In the case of a pledge whose terms provide for its value to change, this should be disclosed together with its value at the date of the pledge.

7. For the purposes of paragraph 1, transactions that must be notified shall also include: a) the pledging or lending of financial instruments by or on behalf of a person discharging managerial responsibilities or a person closely associated with such a person, as referred to in paragraph 1;

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b) transactions undertaken by persons professionally arranging or executing transactions or by another person on behalf of a person discharging managerial responsibilities or a person closely associated with such a person, as referred to in paragraph 1, including where discretion is exercised;

c) transactions made under a life insurance policy, defined in accordance with Directive 2009/138/EC of the European Parliament and of the Council, where: i) the policyholder is a person discharging managerial responsibilities or a person closely associated with such a person, as referred to in paragraph 1:

ii) the investment risk is borne by the policyholder, and

iii) the policyholder has the power or discretion to make investment decisions regarding specific instruments in that life insurance policy or to execute transactions regarding specific instruments for that life insurance policy.

For the purposes of point (a), a pledge, or a similar security interest, of financial instruments in connection with the depositing of the financial instruments in a custody account does not need to be notified, unless and until such time that such pledge or other security interest is designated to secure a specific credit facility.

Insofar as a policyholder of an insurance contract is required to notify transactions according to this paragraph, an obligation to notify is not incumbent on the insurance company.

8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 5,000 has been reached within a calendar year. The threshold of EUR 5,000 shall be calculated by adding without netting all transactions referred to in paragraph 1.

9. A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 20,000 and shall inform ESMA of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.

10. This Article shall also apply to transactions by persons discharging managerial responsibilities within any auction platform, auctioneer and auction monitor involved in the auctions held under Regulation (EU) 1031/2010 and to persons closely associated with such persons in so far as their transactions involve emission allowances, derivatives thereof or auctioned products based thereon. Those persons shall notify their transactions to the auction platforms, auctioneers and auction monitor, as applicable, and to the competent authority where the auction platform, auctioneer or auction monitor, as applicable, is registered. The information that is so notified shall be made public by the auction platforms, auctioneers, auction monitor or competent authority in accordance with paragraph 3.

11. Without prejudice to Articles 14 and 15, a person discharging managerial responsibilities within an issuer shall not conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public according to:

a) the rules of the trading venue where the issuer’s shares are admitted to trading; or

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b) national law.

12. Without prejudice to Articles 14 and 15, an issuer may allow a person discharging managerial responsibilities within it to trade on its own account or for the account of a third party during a closed period as referred to in paragraph 11 either:

a) on a case-by-case basis due to the existence of exceptional circumstances, such as severe financial difficulty, which require the immediate sale of shares; or

b) due to the characteristics of the trading involved for transactions made under, or related to, an employee share or saving scheme, qualification or entitlement of shares, or transactions where the beneficial interest in the relevant security does not change.

13. The Commission shall be empowered to adopt delegated acts in accordance with Article 35 specifying the circumstances under which trading during a closed period may be permitted by the issuer, as referred to in paragraph 12, including the circumstances that would be considered as exceptional and the types of transaction that would justify the permission for trading.

14. The Commission shall be empowered to adopt delegated acts in accordance with Article 35, specifying types of transactions that would trigger the requirement referred to in paragraph 1.

15. In order to ensure uniform application of paragraph 1, ESMA shall develop draft implementing technical standards concerning the format and template in which the information referred to in paragraph 1 is to be notified and made public. ESMA shall submit those draft implementing technical standards to the Commission by 3 July 2015. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) 1095/2010.

Chapter 5 - Administrative measures and sanctions

Article 30 MAR

Administrative sanctions and other administrative measures

“1. Without prejudice to any criminal sanctions and without prejudice to the supervisory powers of competent authorities under Article 23, Member States shall, in accordance with national law, provide for competent authorities to have the power to take appropriate administrative sanctions and other administrative measures in relation to at least the following infringements:

a) infringements of Articles 14 and 15, Article 16(1) and (2), Article 17(1), (2), (4) and (5), and (8), Article 18(1) to (6), Article 19(1), (2), (3), (5), (6), (7) and (11) and Article 20(1); and

b) failure to cooperate or to comply with an investigation, with an inspection or with a request as referred to in Article 23(2).

Member States may decide not to lay down rules for administrative sanctions as referred to in the first subparagraph where the infringements referred to in point (a) or point (b) of that subparagraph are already subject to criminal sanctions in their national law by 3 July 2016. Where they so decide, Member States shall notify, in detail, to the Commission and to ESMA, the relevant parts of their criminal law.

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By 3 July 2016, Member States shall notify, in detail, the rules referred to in the first and second subparagraph to the Commission and to ESMA. They shall notify the Commission and ESMA without delay of any subsequent amendments thereto.

2. Member States shall, in accordance with national law, ensure that competent authorities have the power to impose at least the following administrative sanctions and to take at least the following administrative measures in the event of the infringements referred to in point (a) of the first subparagraph of paragraph 1:

a) an order requiring the person responsible for the infringement to cease the conduct and to desist from a repetition of that conduct;

b) the disgorgement of the profits gained or losses avoided due to the infringement insofar as they can be determined;

c) a public warning which indicates the person responsible for the infringement and the nature of the infringement;

d) withdrawal or suspension of the authorisation of an investment firm;

e) a temporary ban of a person discharging managerial responsibilities within an investment firm or any other natural person, who is held responsible for the infringement, from exercising management functions in investment firms;

f) in the event of repeated infringements of Article 14 or 15, a permanent ban of any person discharging managerial responsibilities within an investment firm or any other natural person who is held responsible for the infringement, from exercising management functions in investment firms;

g) a temporary ban of a person discharging managerial responsibilities within an investment firm or another natural person who is held responsible for the infringement, from dealing on own account;

h) maximum administrative pecuniary sanctions of at least three times the amount of the profits gained or losses avoided because of the infringement, where those can be determined;

i) in respect of a natural person, maximum administrative pecuniary sanctions of at least:

i) for infringements of Articles 14 and 15, EUR 5,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

ii) for infringements of Articles 16 and 17, EUR 1,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

iii) for infringements of Articles 18, 19 and 20, EUR 500,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

j) in respect of legal persons, maximum administrative pecuniary sanctions of at least:

i) for infringements of Articles 14 and 15, EUR 15,000,000 or 15 % of the total annual turnover of the legal person according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

ii) for infringements of Articles 16 and 17, EUR 2,500,000 or 2 % of the total annual turnover according to the last available accounts approved by the

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management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

iii) for infringements of Articles 18, 19 and 20, EUR 1,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014.

References to the competent authority in this paragraph are without prejudice to the ability of the competent authority to exercise its functions in any ways referred to in Article 23(1).

For the purposes of points (j)(i) and (ii) of the first subparagraph, where the legal person is a parent undertaking or a subsidiary undertaking which is required to prepare consolidated financial accounts pursuant to Directive 2013/34/EU, the relevant total annual turnover shall be the total annual turnover or the corresponding type of income in accordance with the relevant accounting directives – Council Directive 86/635/EEC for banks and Council Directive 91/674/EEC for insurance companies – according to the last available consolidated accounts approved by the management body of the ultimate parent undertaking.

3. Member States may provide that competent authorities have powers in addition to those referred to in paragraph 2 and may provide for higher levels of sanctions than those established in that paragraph”.

Article 31 MAR

Exercise of supervisory powers and imposition of sanctions

“1. Member States shall ensure that when determining the type and level of administrative sanctions, competent authorities take into account all relevant circumstances, including, where appropriate:

a) the gravity and duration of the infringement; b) the degree of responsibility of the person responsible for the infringement; c) the financial strength of the person responsible for the infringement, as indicated,

for example, by the total turnover of a legal person or the annual income of a natural person;

d) the importance of the profits gained or losses avoided by the person responsible for the infringement, insofar as they can be determined;

e) the level of cooperation of the person responsible for the infringement with the competent authority, without prejudice to the need to ensure disgorgement of profits gained or losses avoided by that person;

f) previous infringements by the person responsible for the infringement; and g) measures taken by the person responsible for the infringement to prevent its

repetition.

2. In the exercise of their powers to impose administrative sanctions and other administrative measures under Article 30, competent authorities shall cooperate closely to ensure that the exercise of their supervisory and investigative powers, and the administrative sanctions that they impose, and the other administrative measures that they take, are effective and appropriate under this Regulation. They shall coordinate their actions in accordance with Article 25 in order to avoid duplication and overlaps when exercising their supervisory and investigative powers and when imposing administrative sanctions in respect of cross-border cases”.

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Article 34 MAR

Publication of decisions

“1. Subject to the third subparagraph, competent authorities shall publish any decision imposing an administrative sanction or other administrative measure in relation to an infringement of this Regulation on their website immediately after the person subject to that decision has been informed of that decision. Such publication shall include at least information on the type and nature of the infringement and the identity of the person subject to the decision.

The first subparagraph does not apply to decisions imposing measures that are of an investigatory nature.

Where a competent authority considers that the publication of the identity of the legal person subject to the decision, or of the personal data of a natural person, would be disproportionate following a case-by-case assessment conducted on the proportionality of the publication of such data, or where such publication would jeopardise an ongoing investigation or the stability of the financial markets, it shall do any of the following:

a) defer publication of the decision until the reasons for that deferral cease to exist;

b) publish the decision on an anonymous basis in accordance with national law where such publication ensures the effective protection of the personal data concerned;

c) not publish the decision in the event that the competent authority is of the opinion that publication in accordance with point (a) or (b) will be insufficient to ensure:

i) that the stability of financial markets is not jeopardised; or ii) the proportionality of the publication of such decisions with regard to measures

which are deemed to be of a minor nature.

Where a competent authority takes a decision to publish a decision on an anonymous basis as referred to in point (b) of the third subparagraph, it may postpone the publication of the relevant data for a reasonable period of time where it is foreseeable that the reasons for anonymous publication will cease to exist during that period.

2. Where the decision is subject to an appeal before a national judicial, administrative or other authority, competent authorities shall also publish immediately on their website such information and any subsequent information on the outcome of such an appeal. Moreover, any decision annulling a decision subject to appeal shall also be published.

3. Competent authorities shall ensure that any decision that is published in accordance with this Article shall remain accessible on their website for a period of at least five years after its publication. Personal data contained in such publications shall be kept on the website of the competent authority for the period which is necessary in accordance with the applicable data protection rules”.

* * *

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Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 (“Regulation 347/2016”)

Article 1

Definitions

“For the purposes of this Regulation, the following definition shall apply:

‘electronic means’ are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means.”

Article 2

Format for drawing up and updating the insider list

“1. Issuers, emission allowance market participants, auction platforms, auctioneers and auction monitor, or any person acting on their behalf or on their account, shall ensure that their insider list is divided into separate sections relating to different inside information. New sections shall be added to the insider list upon the identification of new inside information, as defined in Article 7 of Regulation (EU) No 596/2014.

Each section of the insider list shall only include details of individuals having access to the inside information relevant to that section.

2. The persons referred to in paragraph 1 may insert a supplementary section into their insider list with the details of individuals who have access at all times to all inside information (‘permanent insiders’).

The details of permanent insiders included in the supplementary section referred to in the first subparagraph shall not be included in the other sections of the insider list referred to in paragraph 1.

3. The persons referred to in paragraph 1 shall draw up and keep the insider list up to date in an electronic format in accordance with Template 1 of Annex I.

Where the insider list contains the supplementary section referred to in paragraph 2, the persons referred to in paragraph 1 shall draw up and keep that section updated in an electronic format in accordance with Template 2 of Annex I.

4. The electronic formats referred to in paragraph 3 shall at all times ensure:

a) the confidentiality of the information included by ensuring that access to the insider list is restricted to clearly identified persons from within the issuer, emission allowance market participant, auction platform, auctioneer and auction monitor, or any person acting on their behalf or on their account that need that access due to the nature of their function or position;

b) the accuracy of the information contained in the insider list;

c) the access to and the retrieval of previous versions of the insider list.

5. The insider list referred to in paragraph 3 shall be submitted using the electronic means specified by the competent authority. Competent authorities shall publish on their website the electronic means to be used. Those electronic means shall ensure that completeness, integrity and confidentiality of the information are maintained during the transmission.”

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Article 3

SME growth market issuers

“For the purposes of Article 18(6)(b) of Regulation (EU) No 596/2014, an issuer whose financial instruments are admitted to trading on an SME growth market shall provide the competent authority, upon its request, with an insider list in accordance with the template in Annex II and in a format that ensures that the completeness, integrity and confidentiality of the information are maintained during the transmission.”

Article 4

Entry into force

“This Regulation shall enter into force on the day following that of its publication in the Official Journal of the European Union.

It shall apply from 3 July 2016.”

* * *

Commission Delegated Regulation (EU) 2016/522 of 17 December 2015

supplementing Regulation (EU) 596/2014 of the European Parliament and of

the Council (“Regulation 2016/522”)

Article 7

Trading during a closed period

“1. A person discharging managerial responsibilities within an issuer shall have the right to conduct trading during a closed period as defined under Article 19(11) of Regulation (EU) 596/2014 provided that the following conditions are met: a) one of the circumstances referred to in Article 19(12) of Regulation (EU) 596/2014 is met; b) the person discharging managerial responsibilities is able to demonstrate that the particular transaction cannot be executed at another moment in time than during the closed period.

2. In the circumstances set out in Article 19(12)(a) of Regulation (EU) No 596/2014, prior to any trading during the closed period, a person discharging managerial responsibilities shall provide a reasoned written request to the issuer for obtaining the issuer's permission to proceed with immediate sale of shares of that issuer during a closed period. The written request shall describe the envisaged transaction and provide an explanation of why the sale of shares is the only reasonable alternative to obtain the necessary financing.”

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Article 8

Exceptional circumstances

“1. When deciding whether to grant permission to proceed with immediate sale of its shares during a closed period, an issuer shall make a case-by-case assessment of a written request referred to in Article 7(2) by the person discharging managerial responsibilities. The issuer shall have the right to permit the immediate sale of shares only when the circumstances for such transactions may be deemed exceptional. 2. Circumstances referred to in paragraph 1 shall be considered to be exceptional when they are extremely urgent, unforeseen and compelling and where their cause is external to the person discharging managerial responsibilities and the person discharging managerial responsibilities has no control over them. 3. When examining whether the circumstances described in the written request referred to in Article 7(2) are exceptional, the issuer shall take into account, among other indicators, whether and to the extent to which the person discharging managerial responsibilities: a) is at the moment of submitting its request facing a legally enforceable financial commitment or claim; b) has to fulfil or is in a situation entered into before the beginning of the closed period and requiring the payment of sum to a third party, including tax liability, and cannot reasonably satisfy a financial commitment or claim by means other than immediate sale of shares.”

Article 9

Characteristics of the trading during a closed period

“The issuer shall have the right to permit the person discharging managerial responsibilities within the issuer to trade on its own account or for the account of a third party during a closed period, including but not limited to circumstances where that person discharging managerial responsibilities: a) had been awarded or granted financial instruments under an employee scheme, provided that the following conditions are met: i) the employee scheme and its terms have been previously approved by the issuer in accordance with national law and the terms of the employee scheme specify the timing of the award or the grant and the amount of financial instruments awarded or granted, or the basis on which such an amount is calculated and given that no discretion can be exercised; ii) the person discharging managerial responsibilities does not have any discretion as to the acceptance of the financial instruments awarded or granted; b) had been awarded or granted financial instruments under an employee scheme that takes place in the closed period provided that a pre-planned and organised approach is followed regarding the conditions, the periodicity, the time of the award, the group of entitled persons to whom the financial instruments are granted and the amount of financial instruments to be awarded, the award or grant of financial instruments takes place under a defined framework under which any inside information cannot influence the award or grant of financial instruments; c) exercises options or warrants or conversion of convertible bonds assigned to him under an employee scheme when the expiration date of such options, warrants or

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convertible bonds falls within a closed period, as well as sales of the shares acquired pursuant to such exercise or conversion, provided that all of the following conditions are met: i) the person discharging managerial responsibilities notifies the issuer of its choice to exercise or convert at least four months before the expiration date; ii) the decision of the person discharging managerial responsibilities is irrevocable; iii) the person discharging managerial responsibilities has received the authorisation from the issuer prior to proceed; d) acquires the issuer's financial instruments under an employee saving scheme, provided that all of the following conditions are met: i) the person discharging managerial responsibilities has entered into the scheme before the closed period, except when it cannot enter into the scheme at another time due to the date of commencement of employment; ii) the person discharging managerial responsibilities does not alter the conditions of his participation into the scheme or cancel his participation into the scheme during the closed period; iii) the purchase operations are clearly organised under the scheme terms and that the person discharging managerial responsibilities has no right or legal possibility to alter them during the closed period, or are planned under the scheme to intervene at a fixed date which falls in the closed period; e) transfers or receives, directly or indirectly, financial instruments, provided that the financial instruments are transferred between two accounts of the person discharging managerial responsibilities and that such a transfer does not result in a change in price of financial instruments; f) acquires qualification or entitlement of shares of the issuer and the final date for such an acquisition, under the issuer's statute or by-law falls during the closed period, provided that the person discharging managerial responsibilities submits evidence to the issuer of the reasons for the acquisition not taking place at another time, and the issuer is satisfied with the provided explanation.”