Prysmian — AGM Information 2020

Mar 20, 2020

REPORT BY THE BOARD OF DIRECTORS TO VOTE, AS POINT NUMBER THREE OF THE AGENDA OF THE ORDINARY SESSION OF THE SHAREHOLDERS' MEETING OF PRYSMIAN S.P.A. SCHEDULED ON 28 APRIL 2020, THE PROPOSAL TO AUTHORISE THE BUY-BACK AND/OR DISPOSAL OF TREASURY SHARES PURSUANT TO ARTICLE 125- TER OF THE ITALIAN LEGISLATIVE DECREE NO. 58/1998, AS AMENDED AND UPDATED, AND TO ARTICLE 73 OF THE CONSOB REGULATION ADOPTED WITH RESOLUTION NO. 11971/99, AS AMENDED AND UPDATED, DRAWN UP IN ACCORDANCE WITH FORMAT 4 OF APPENDIX 3A TO THE SAME CONSOB REGULATION.

3. Grant of authority to the Board of Directors to buy back and dispose of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code; revocation of the authorization to buy back and dispose of treasury shares under the shareholders' resolution dated 5 June 2019; related resolutions.

Shareholders,

you have been convened today in ordinary session to analyse, among other things, the proposal to authorise the buy-back and disposal of treasury shares pursuant to articles 2357 and 2357 ter of the Italian Civil Code and article 132 of Italian Legislative Decree no. 58 dated 24 February 1998. The previous authorization granted by the Shareholders' Meeting held on 5 th June 2019 will expire on 5 th December 2020.

1. Reasons for which the authorisation is required.

The authorisation to buy back and dispose of treasury shares, including those already owned by Prysmian S.p.A. (the "Company"), is being sought to give the Company authority that can be exercised:

• to provide the Company with a portfolio of treasury shares (a stock deposit, so called "magazzino titoli"), that can be used in any extraordinary transactions (for example, merger, demerger, participation acquisition) and in order to implement the "Report on remuneration policy and compensation paid" approved by the Shareholders' Meeting and applied to the Prysmian Group;
• in order to use the treasury shares to service the exercise of rights arising from convertible debt instruments or instruments exchangeable with financial instruments issued by the Company, its subsidiaries or by third parties (for example, in frameworks of takeover bids or exchange tender offers);
• to dispose of treasury shares to satisfy incentive plans or share participation plans reserved for Group's directors and/or employees;
• to allow efficient management of the Company's liquidity, by creating an investment opportunity even for its available liquidity.
• 1. Maximum number, class and nominal value of the shares to which the authorisation relates.

As of the date of this report, the subscribed, paid-in and notified to Trade Register share capital of Prysmian S.p.A. amounts to Euro 26,814,424.60, divided into 268,144,246 ordinary shares with a nominal value of Euro 0.10 each, and the Company directly and indirectly owned 4,891,162 treasury shares, corresponding to 1.8% of share capital with voting rights.

You are reminded that the amount of treasury shares any time held by the Company can be subject to reduction due to the followings:

• during the month of January 2017, Prysmian S.p.A. has issued a "€500,000,000 Zero Coupon Equity Linked Bonds due 2022" expiring on 17 January 2022 and reserved to Institutional Investors. The bonds may be converted into the issuance of new ordinary shares of the Company or, at the Company's discretion, into existing Prysmian ordinary shares held by the Company;
• Prysmian S.p.A. is going to submit to the Shareholders' Meeting a three years long-term

incentive plan for Prysmian Group employees, linked to the achievement of predetermined performance conditions relating to the 2020-2022 period. From the achievement of the conditions derives the granting of ordinary shares of the Company issued pursuant to capital increase, pursuant to art. 2349 of the Italian Civil Code and, if needed according to plan rule provisions, of treasury shares owned by the Company.

• since year 2016 Prysmian has launched a plan reserved to Prysmian Group employees consisting in offering the purchase of Prysmian shares with a discount, to be paid in the form of treasury shares.

Details of the abovementioned shares plans for Prysmian Group employees and of the Convertible Bond are set out in relevant information documents, available on the Company website www.prysmiangroup.com.

The maximum number of shares that can be purchased, even in multiple solutions, will not lead the Company to hold more than 10% of the share capital at any time. Based on the current share capital, the maximum number of shares that the Company could hold is equal to no. 26,814,425, including shares already held directly or indirectly by the Company (no. 4,891,162).

In any case, under article 2357, par. 1, of the Italian Civil Code, treasury shares can be bought back on one or more occasions as long as the total does not exceed distributable profits and available reserves, as reported in the duly approved most recent annual financial statements.

1. Other information for assessing compliance with article 2357, par. 3, of the Italian Civil Code

The Board of Directors notes that the Company's financial statements for the year ended 31 December 2019, the draft of which was approved by the Board of Directors on 5 March 2020 and will be submitted for approval by the Shareholders' Meeting scheduled on 28 April 2020, report, among others, available reserves of approximately Euro 1,913 million, after approximately Euro 132 million in allocations as dividends, drawn for Euro 179 million from the profit for the year, as proposed by this Board of Directors to the aforementioned Shareholders' Meeting.

In relation to the transactions concerning shares, every accounting entry necessary or appropriate will be executed, in compliance with the current provisions of law and the applicable accounting standards.

4. Maximum term of the authorisation.

The buy-back authorisation is requested for a maximum period of 18 months from the date the Shareholders' Meeting adopts the relevant resolution.

The authorisation to dispose of treasury shares purchased under article 2357 of the Italian Civil Code is requested without any time limits.

5. Minimum and maximum price.

Treasury shares will be bought back and sold in accordance with applicable laws and regulations:

• (i) at a minimum price no more than 10% below the stock's official price reported in the trading session on the day before carrying out each individual transaction;
• (ii) at a maximum price no more than 10% above the stock's official price reported in the trading session on the day before carrying out each individual transaction.

However, these price limits do not have to apply when treasury shares are used as consideration in extraordinary transactions or to service any share-based incentive plans.

6. Ways in which treasury shares can be purchased.

In accordance with the provisions of article 132 of Italian Legislative Decree 58 dated 24 February 1998, and article 144-bis, par. 1, letters a), b), d-bis) and d-ter) of Consob Regulation 11971 dated 14 May 1999 (as amended and updated), the share buy-backs will be carried out, in such a way as to ensure equal treatment among shareholders, on regulated markets and organised by the Italian Stock Exchange according to the operating procedures established in the rules for organising and managing such markets, which do not allow the direct matching of buy orders with predetermined sell orders.

Nonetheless the purchases will nonetheless be made in compliance with conditions regulated by the pro tempore applicable law, concerning the negotiation of treasury shares, and currently represented by art. 3 of Commission Delegated Regulation (EU) 2016/1052, concerning purchase price and daily volumes.

You are reminded that for the duration of the Company's ownership of the treasury shares, the voting rights of such shares are suspended along with earnings participation rights and preemption rights, all of which are proportionately assigned to the other shares.

Starting from the date of the Shareholders' resolution, we propose to revoke the current authorisation for the purchase and disposal of treasury shares, granted by the Shareholders' Meeting on 5 June 2019.

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Based on the foregoing considerations, we therefore propose that you adopt the following resolution:

"The Shareholders' Meeting

• in view of articles 2357 and 2357-ter of the Italian Civil Code and article 132 of Italian Legislative Decree 58 dated 24 February 1998;
• acknowledges the report by the Board of Directors on the proposal to buy back and dispose of treasury shares and the proposals contained therein;
• in view of the contents of the most recently approved financial statements;

RESOLVES

• 1. to revoke, starting from this resolution, the current authorisation for the purchase and disposal of treasury shares, adopted on 5 June 2019 by the Shareholders' Meeting.
• 2. to authorise, pursuant to and for the purposes of article 2357 of the Italian Civil Code, the Board of Directors, for a period of 18 months from the date of adopting the present resolution, to purchase, on one or more times, a maximum number of shares that, at any one time, does not exceed 10% of share capital. The share buy-backs may be carried out at a minimum price of no more than 10% below the stock's official price reported in the trading session on the day before carrying out each individual purchase transaction and at a maximum price no more than 10% above the stock's official price reported in the trading session on the day before carrying out each individual purchase transaction. The purchases will be made, within the limits of the distributable earnings

and available reserves reported in the duly approved and most recent annual financial statements, on regulated markets and organised by the Italian Stock Exchange according to the operating procedures established in the rules for organising and managing such markets, which do not allow the direct matching of buy orders with predetermined sell orders, and nonetheless in accordance with the provisions of article 144-bis, par. 1, letters a), b), d-bis) and d-ter) of Consob Regulation 11971 dated 14 May 1999.

• 3. to authorise, pursuant to and for the purposes of article 2357-ter of the Italian Civil Code, the Board of Directors to complete, on one or more times, with no time limits and even before having finished the purchases, the disposal of all or part of the Company's treasury shares purchased under the present resolution as well as those already held. The treasury shares sales may be carried out at a minimum price no more than 10% below the stock's official price reported in the trading session on the day before carrying out each individual disposal and at a maximum price no more than 10% above the stock's official price reported in the trading session on the day before carrying out each individual disposal. The Board of Directors may decide not to apply these price limits when treasury shares are used as consideration in extraordinary transactions, in the framework of bonds conversion or to service any share-based incentive plans reserved for Group's directors and/or employees.
• 4. to grant the Board of Directors the powers to:
• identify the reserves to be used for the purchase of treasury shares;
• establish the procedures, timing and additional executive terms of treasury share purchases and disposals, as long as in compliance with the conditions and the restrictions contained in the present resolution;
• execute, in relation to every treasury share purchase, every accounting entry necessary or appropriate, in compliance with the current provisions of law and the applicable accounting standards;
• enter into any deed or document or fulfil any formalities, including with third parties, that, at the Board's absolute discretion, are deemed necessary or nonetheless appropriate for executing the present resolution."

Milan, 20 March 2020

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