Pirelli’s board has rejected proposals to separate its Cyber Tyre unit, intensifying an ongoing governance conflict with Chinese shareholder Sinochem.
The Italian tyre maker said directors voted 9–5 against any spin-off or segregation of the business, backing an assessment by CEO Andrea Casaluci that the technology must remain embedded within the group’s structure.
Five Chinese-appointed board members opposed the position.
Chen Aihua, Zhang Haitao, Chen Qian, Fan Xiaohua and Tang Grace voted against management’s recommendation.
Beijing-controlled Sinochem is Pirelli's largest shareholder with a 34.1% stake. Camfin, (Italian businessman Marco Tronchetti Provera) holds a 25% stake, with plans to increase it. Camfin has warned that having a Chinese company as main shareholder works against US expansion amid US-China advanced tech tensions.
In its conclusion, the board said dividing the Cyber Tyre operations would be impractical and harmful, citing risks to Pirelli’s integrated business model, competitiveness, cost base and financial strength.
Executives told directors the automotive industry is increasingly shaped by software-defined vehicles and autonomous systems, demanding closer links between tyres, cars and road infrastructure.
Pirelli added that its Cyber Tyre platform - combining hardware and software to send real-time data to vehicle systems - has already been adopted by several high-end manufacturers, with further deals under discussion.
The technology is also intended to interface with transport networks, enabling services such as smart-road management and monitoring.
Pirelli said agreements are already in place with Italy’s Apulia Region, Movyon, part of the Autostrade per l’Italia group, and road operator Anas.
Management warned that fragmenting the activity would limit access to patents transferred to any standalone Cyber Tyre entity, slow innovation, duplicate operating structures and destroy value, while failing to resolve constraints imposed by US legislation.
Separately, the company disclosed that shareholders Camfin and MTP & C. notified Italy’s Prime Minister’s office on 30 January 2026 under the Golden Power Decree after deciding not to renew their shareholder pact with Sinochem, which expires on 18 May 2026.
The agreement, in force from 19 May 2023, was signed in May 2022 by Camfin, MTP & C., and a group of Chinese entities: China National Tire & Rubber Corporation, China National Chemical Corporation, CNRC International Limited, Fourteen Sundew and Marco Polo International Italy.
CNRC made its own filing to the Prime Minister’s office earlier this week, confirming the non-renewal and setting out proposals for a possible segregation of the Cyber Tyre business as well as changes to board nomination rules.
For now, the board’s vote keeps Cyber Tyre fully integrated within Pirelli as the shareholder dispute continues.
