Pirelli & C.

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Resolution

Allocation of net income

The year to December 31, 2009 ended with net income of Euro 112,611,595.

The Board proposes that, after making the provisions required by law to the legal reserve, a dividend be distributed, before the withholdings required by law, of:

  • Euro 0.0145 per ordinary share;
  • Euro 0.0406 per savings share (including the 2009 dividend, of 0.0203, and the privileged dividend, of Euro 0.0203, calculated in addition for financial year 2008 in which no dividend was assigned).

If you agree with our proposal, we invite you to approve the following

Resolution

The Shareholders' Meeting:

  • acknowledging the Report of the Board of Directors on Operations;
  • acknowledging the reports of the Board of Statutory Auditors and the Independent Auditors;
  • after examining the financial statements at December 31, 2009 which show net income of Euro 112,611,595

Resolves

  1. to approve:
    • the Report of the Board of Directors on Operations;
    • the Balance Sheet, Income Statement and Notes to the Financial Statements for the year ended December 31, 2009, which show net income of Euro 112,611,595, as presented by the Board of Directors, as a whole, in their single entries and with the allocations proposed;
  2. to allocate the net income for the period of Euro 112,611,595 as follows:
    • 5% to the legal reserve Euro 5,630,580
    • to the shareholders:
    Euro 0.0145 to the 5,229,274,503* ordinary shares;
    for a total of
    Euro 75,824,480
    Euro 0.0406 to the 130,272,660* savings shares;
    for a total of
    Euro 5,289,070
    • the remaining net income to be retained Euro 25,867,465
  3. if, before the dividend in point b) above has been detached, transactions for the sale of treasury shares have been executed, to authorize the directors to take the amount of dividend due to these shares from the income retained, and to allocate to the same item the balance of rounding adjustments determined on payment of the dividend.

The dividend will become payable on May 27, 2010, with "detachment" of the coupon on May 24, 2010.

The Board of Directors
Milan, March 10, 2010

* net of the 3,867,500 ordinary shares and 4,491,769 savings shares currently held by the Company.