Pirelli Shareholders’ Agreement enters force

Pirelli reports that the Shareholders’ Agreement signed in May 2022 entered force as of 19 May 2023. The renewed agreement replaces the previous agreement that expired on 28 April 2023 but doesn’t yet fully apply. Pirelli explains that proceedings related to the Golden Power Decree are still ongoing, with the agreement’s effect and voting rights for China National Tire & Rubber Corporation, Ltd. (CNRC) remaining suspended until a conclusion is reached.

The following companies are party to the renewed Shareholders’ Agreement:

– China National Chemical Corporation Limited, a company registered in Beijing, China and controlled by state-owned enterprise Sinochem Holdings Corporation Ltd.

– China National Tire & Rubber Corporation, Ltd., registered in Beijing and a wholly owned subsidiary of China National Chemical Corporation Limited.

– CNRC International Limited, registered in Hong Kong and a wholly owned subsidiary of China National Tire & Rubber Corporation, Ltd.

– Fourteen Sundew S.àr.l., registered in Luxembourg and wholly controlled by CNRC International Limited.

– Marco Polo International Italy S.r.l., registered in Milan, Italy and wholly owned by Fourteen Sundew S.à r.l.

– Camfin S.p.A., registered in Milan and indirectly controlled by Marco Tronchetti Provera & C. S.p.A.

– Marco Tronchetti Provera & C. S.p.A. (MTP), registered in Milan and controlled by Mr Marco Tronchetti Provera.

Who owns what?

The renewal of the Shareholders’ Agreement applies to all ordinary shares in Pirelli & C. S.p.A. directly or indirectly held by the above entities. According to a statement issued by Pirelli, the current shareholding is as follows:

– Marco Polo International Italy S.r.l. holds 370,150,000 ordinary shares in Pirelli; this is 37.015 per cent of the total issued Pirelli ordinary shares and 72.421 per cent of overall contributed Pirelli ordinary shares. In other words, some 37 per cent of Pirelli ordinary shares are indirectly owned or controlled by Chinese state-run enterprise Sinochem Holdings Corporation Ltd.

– Camfin S.p.A. holds 140,959,399 ordinary shares in Pirelli; 14.096 per cent of the total issued Pirelli ordinary shares and 27.579 per cent of overall contributed Pirelli ordinary shares. This shareholding is controlled by Marco Tronchetti Provera, executive vice chairman and former chief executive officer of Pirelli.

Both parties hold 511,109,399 contributed Pirelli ordinary shares, which represents 51.111 per cent of all ordinary shares – Pirelli & C. S.p.A. has a share capital equal to 1,904,374,935.66 euros, divided into 1,000,000,000 ordinary shares.

Pirelli BoD

As per the renewed Shareholders’ Agreement, the Pirelli Board of Directors (which will be appointed on the date of approval for the company’s balance sheet as at 31 December 2022) shall remain in office for a period of three financial years, until the date of approval for Pirelli’s balance sheet as at 31 December 2025.

The Board of Directors will consist of 15 members, eight of whom will be independent and shall be appointed through a slate-voting mechanism that shall ensure the following composition:

– Three directors will be designated by the minority slates and 12 directors by the majority slate, at least five of whom are to be independent. In particular, the slate that CNRC will present shall include:

– Mr Marco Tronchetti Provera, one non-independent candidate and one independent candidate designated by MTP

– Nine candidates, including Pirelli chairman Li Fanrong (who is also chairman of Sinochem Holdings) and Pirelli chief executive officer Giorgio Bruno, to be designated by CNRC

– Three additional independent candidates at position 13, 14 and 15 of the slate to be designated by CNRC.

* This article has been modified since first posted, as it initially included the information that Georgio Bruno had become CEO of Pirelli & C. SpA upon the Shareholders’ Agreement entering force.