Auditing Company

The statutory audit is performed by a company appointed by the Shareholders’ Meeting based on a proposal by the Board of Statutory Auditors and selected from among the companies registered in the special register.

Reconta Ernst & Young S.p.A.54, the Italian organisation of the Ernst & Young network was appointed to audit the annual Financial Statements, the consolidated Financial Statements and the abridged interim Financial Statements referred to the 2008-2016 financial years; Reconta Ernst & Young S.p.A. was also appointed to audit the financial statements of the principal member companies of the Pirelli Group, via the organisations present in the various companies in which Pirelli operates.

Mr. Pietro Carena is the person responsible for auditing the accounts in Pirelli & C. S.p.A.

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

Once a year the auditing company defines a plan of activities that is notified to the CICRCG.

The fees paid to Reconta Ernst & Young (and to the companies in its network) are reported in detail in the notes to the annual and consolidated Financial Statements of Pirelli & C. as of December 31, 2013. The statement of the hours worked and the fees paid to the Auditing Company during the reference financial year are also provided during the Shareholders’ Meetings convened to approve the annual financial reports.

During 2011 the CICRCG and the Board of Statutory Auditors also defined a structured procedure for Pirelli to confer appointments (in particular, “non-audit” appointments) to member companies of the Ernst & Young network establishing the required prior and express authorisation by the Finance Director who, with the support of the Internal Audit Director, is responsible for verifying that the appointment to be conferred is not included among the appointments which are prohibited by the Unified Statutory Audit Law and that, in any event, its characteristics do not influence the auditor’s independence. The Board of Directors verified and approved the appointments report (in particular, the “non-audit” appointments) made during the financial year, subject to examination by the CICRCG.

Moreover, all the appointments which envisage a fee that exceeds 50 thousand euro, however, are required to be submitted to the prior examination by the Board of Statutory Auditors and the CICRCG, except in the case of motivated and specific reasons (for example: appointments not included in the auditing services, which the laws and regulations, also regulatory provisions, expressly establish are to be performed by the Auditor).

The Internal Audit Director provides the Committee and the Board of Statutory Auditors with a list of non-audit services assigned to the auditor at least every quarter.

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