Camfin & Brembo sign Pirelli consultation agreement

On 28 February 2023, Pirelli & C. S.p.A shareholder Camfin SpA and its parent Marco Tronchetti Provera & C. SpA (from here jointly indicated as MTP/Camfin) signed a shareholder agreement with Brembo SpA and Next Investment Srl, together with its parent NuovaFourB Srl (from here jointly indicated as Brembo). The agreement covers Brembo’s commitment to align its vote with that of MTP/Camfin, following prior consultation, on matters included in the agenda at Pirelli’s ordinary or extraordinary shareholder meetings.

Brembo currently holds six per cent of Pirelli’s share capital, either directly or through Next Investment. Camfin today holds around 14.1 per cent of the share capital with voting rights of Pirelli (as well as a potential stake of about 4.6 per cent held through “call spread” financial instruments). With the signing of the shareholder agreement, Brembo and MTP/Camfin state their support of a “general principle of continuity in the governance, strategy and management of Pirelli.” In this context, Brembo agreed that MTP/Camfin will continue to act in its role of “guiding top management, also in relation to Pirelli’s strategic options.”

Leveraging the competencies of two great Italian firms

“This agreement will permit the exploration of potential opportunities for the further growth and development of Camfin and Brembo leveraging the competencies of two great Italian companies,” says Marco Tronchetti Provera, chairman of Camfin. “The agreement signed further strengthens Pirelli’s principles of governance aimed at preserving Pirelli’s entrepreneurial culture leveraging the maintenance of management in the long term and inspired by the best practices of listed companies at the international level.”

“With this agreement, we confirm Brembo’s role as a long-term shareholder in Pirelli,” states Matteo Tiraboschi, executive chairman of Brembo. “Pirelli is a company that through its history, brand and leadership is an expression, like Brembo, of Italian style and technology in the world. With Camfin we share the desire to explore, in full strategic and managerial autonomy, potential common areas of development and innovation wherever there may be opportunities for growth in sectors and markets of interest, leveraging on our respective industrial competencies.”

The shareholder agreement will have a duration of three years, with automatic renewal for a further period of three years unless cancelled by one of the parties. All the rights and prerogatives attributed to MTP/Camfin assume that Marco Tronchetti Provera and/or his heirs maintain control of Camfin and that Camfin maintains a stake no lower than ten per cent of Pirelli’s current share capital.