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Prysmian Board/Management Information 2021

Mar 19, 2021

4170_egm_2021-03-19_05090995-ec47-4f82-a756-75f3780b4f5c.pdf

Board/Management Information

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To the Shareholders of PRYSMIAN S.p.A. Via Chiese n. 6 - 20126 Milan

Milan, 19 March 2021

RE: Ordinary Shareholders Meeting of Prysmian S.p.A. of 28 April 2021. Filing of the slate of candidates for appointment as Director of Prysmian S.p.A.

Dear Shareholders,

We refer to the Ordinary Shareholders Meeting of Prysmian S.p.A. convened on 28 April 2021 in a sole call and with the following agenda items: "Appointment of the Board of Directors".

Pursuant to article 14 of the Bylaws of Prysmian S.p.A., the Board of Directors

HEREBY SUBMITS

this slate of candidates for appointment as members of the Board of Directors of Prysmian S.p.A. to be submitted to the Ordinary Shareholders Meeting.

Pursuant to the requirements of the aforementioned article 14 of the Bylaws, the following supporting documentation is attached:

1) A slate in sequential order of the candidates that we propose to appoint as Directors.

2) Declaration of each candidate regarding:

  • the non-existence of any causes of ineligibility or incompatibility, $\bullet$
  • possession of the requirements as set forth by the law and the bylaws for holding the office of $\bullet$ director and, where required, possession of the requirements of independence,
  • their availability to accept the candidacy. $\bullet$

And the relevant curricula vitae regarding the personal and professional characteristics of each candidate.

Sincerely,

On behalf of the Board of Directors

The Chairman

(Claudio De Conto)

Attachments: As described above

English translation for convenience purpose only

Attachment 1)

LIST OF THE CANDIDATES FOR DIRECTOR

English translation for convenience purpose only

LIST OF CANDIDATES

for appointment as members of the Board of Directors of Prysmian S.p.A.

Ordinary Shareholders Meeting of 28 April 2021

Sequential
number
Name and Surname Place and date of birth Independence
requirements
Art. 148,
par. 3,
T.U.F.
(Unified
Financial
Act)
Corporate
Governance
Code
1. Francesco Gori Florence (Italy), 15/05/1952 $\checkmark$ $\checkmark$
2. Maria Letizia Mariani Rome (Italy), 18/07/1960 $\checkmark$ $\checkmark$
3. Claudio De Conto 1 Milan (Italy), 16/09/1962
4. Valerio Battista 2 Arezzo (Italy), 08/01/1957
5. Jaska Marianne de Bakker Amsterdam (The Netherlands),
28/10/1970
$\checkmark$ $\checkmark$
6. Massimo Battaini Varese (Italy), 01/08/1961
7. Tarak Bhadresh Mehta New Delhi (India), 16/10/1966 $\checkmark$ $\checkmark$
8. Pier Francesco Facchini Lugo (Ravenna - Italy), 04/08/1967
9. Ines Kolmsee Hamburg (Germany), 04/04/1970 $\checkmark$ $\checkmark$
10. Annalisa Stupenengo Biella (Italy), 30/05/1971 $\checkmark$ $\checkmark$

<sup>1 Candidate to Board of Directors Chairman office.
2 Candidate to CEO office.

Attachment 2)

DECLARATIONS PROVIDED BY THE CANDIDATES FOR THE OFFICE OF DIRECTOR AND

THEIR CURRICULA VITAE

The undersigned Francesco Gori, born in Florence (Italy) on 15/05/1952, with reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that he possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that he possesses independence requirements envisaged by art. 148, para. 3, of the T.U.F.;
  • that he possesses the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • executive positions: no. 0
  • non-executive positions: no. 3
  • Prysmian S.p.A. Director
  • SNAM S.p.A. Director
  • Apollo Tyres ltd Director
  • that he is aware of the consequences arising from any defect in these requirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

________________________, ________________________ Milano 10/03/2021 03/09/21

(Place) (date)

(Signature)

Attachment:

  • Curriculum vitae

Personal Information

Education and Training Work Experience

Francesco Gori Florence (Italy) on 15/05/1952

After the end of his high school classical studies, he graduated with honours from a degree in Business and Economics at the University of Florence, while simultaneously working first for a software company and then in the paper industry.

He joined Pirelli's Tyre Division in 1978, where he was promoted to executive in 1984. After a range of experience with Pirelli in commercial, marketing, M&A and management roles in both Italy and abroad, he was appointed as the Tyre Division's General Manager in 2001. He was then made CEO of Pirelli Tyre S.p.A. in 2006, and General Manager of Pirelli & C. in 2009. In the 10 years under his leadership, Pirelli Tyre's sales and EBITDA doubled, generating a positive cash flow, thanks to the implementation of a premium strategy which resulted in higher top and bottom-line growth with respect to competitors, culminating in Pirelli becoming the exclusive supplier for F1 from 2010.

From 2006 to 2011, and for two consecutive terms, he was elected president of ETRMA, the European Rubber Manufacturers' Association.

In 2012 he left the Pirelli Group of his own initiative.

In 2013 he was named as an Independent Director on the board of Snam S.p.A. and took on the role of Chairman for the Control and Risks Committee. He was re-elected for the subsequent three-year period and took on the role of Chairman for the Appointment Committee; he has been re-elected for the third three-year period and taken on the role of Chairman for the Control and Risks Committee.

From 2013 to 2015 he was an Industrial Advisor at Malacalza Investments – Pirelli's second largest shareholder at that time. From 2014 he was the Managing Director of the Corporate Credit Recovery 1 fund for Dea Capital Alternatives Funds SGR (part of the De Agostini Group) and from 2018 to 2020 he was the Senior Advisor for the Corporate Credit Recovery 1 and 2 funds.

In 2015 he was appointed as a non-executive director for the Supervisory and Management Boards of Apollo Tyres, an

industry leader listed in India.

From 2016 to 2018 he assumed the executive chairmanship of Benetton Group S.r.l.

He has been a member of the Company's Board of Directors since September 2018.

The undersigned Maria Letizia Mariani, born in Rome (Italy) on 18/07/1960, in reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that she possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that she possesses independence requirements envisaged by art. 148, para. 3, of the T.U.F.;
  • that she possesses the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • executive positions: no. 1
  • Signify member of the Board of Management.
  • non-executive positions: no. 1
  • Prysmian S.p.A. Director
  • that she is aware of the consequences arising from any defect in these requirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

Milano, 10 March 2021

(Signature)

Attachment:

  • Curriculum vitae

Personal Information

Education and Training Work Experience

Maria Letizia Mariani Rome (Italy) on 18/07/1960

She graduated magna cum laude in Natural Sciences in 1984 at the University "La Sapienza" of Rome. After a first experience in research, she joined Rank Xerox where, from 1986 al 1989, she held technical and commercial roles. In 1989, she became marketing manager at Apollo Computer until October 1989 when, as result of an acquisition, she joined Hewlett Packard, where she remained until December 2010. In Hewlett Packard she diversified her experience, both in Italy and abroad, holding roles of increasing responsibilities in sales, marketing, services, software, general management. In January 2011 she joined Philips as Lighting Vice President & General Manager for Italy, Greece and Israel. Until 1 March 2019, she served as Executive Vice President & General Manager Lighting Europe. She is currently Chief Marketing and Strategy Officer & Head of Division Conventional Products and member of the Board of Management of Signify. From 2011 till 2015, she was President of Luceplan and President of Iltiluce. From 2013 to 2015, she was also CEO of Iltiluce.

She has been a member of Prysmian S.p.A. Board of Directors since April 2015.

The undersigned Claudio De Conto, born in Milan (Italy) on 16/09/1962, with reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that he possesses the good repute requirements established for members of $\mathbf{r}$ control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that he possesses independence requirements envisaged by art. 148, para. 3, $\omega$ . of the T.U.F.:
  • that he possesses the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • executive positions: no. 0 $\bullet$
  • non-executive positions: no. 1 $\bullet$
  • Prysmian S.p.A. Presidente
  • that he is aware of the consequences arising from any defect in these require-÷ ments and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

Milar 10/3/2021

(Place)

(date)

(Signature)

Attachment:

Curriculum vitae

Personal Information

Education and Training Work Experience

Claudio De Conto Milan (Italy) on 16/09/1962

After graduating from the Luigi Bocconi University in Milan with a degree in Corporate Finance in 1986, he began his career at Ernst & Whinney in the UK. He then joined the Pirelli Group in 1988. After five years in the Treasury department of the Pirelli Group, in 1993 he embarked on a long period of international experience in the Administration, Finance and Control areas of the Pirelli Group's tyre subsidiaries in Brazil, Spain and Germany. In particular, between 1996 and 2000, he held the position of Chief Financial Officer of Pirelli Neumaticos S.A. in Spain and then of Chief Financial Officer of Pirelli Deutschland A.G. in Germany. In 2000, he became Director of Administration, Planning and Control at Pirelli S.p.A. In 2001, he was appointed General Manager of Administration and Control at Pirelli S.p.A., a role he has maintained in the holding company Pirelli & C. S.p.A. after the merger with Pirelli S.p.A. that took place in August 2003. From November 2006 until September 2009, he was Chief Operating Officer of Pirelli & C. S.p.A. and was also a member of the Board of Directors of Pirelli Tyre S.p.A. and Chairman of Pirelli Broadband Solutions S.p.A. In addition, from December 2008 to May 2010, he was Chief Financial Officer at Pirelli Real Estate and from June 2009 to May 2010 Executive Chairman of Pirelli Real Estate Credit Servicing S.p.A. He has sat on the Boards of Directors of RCS MediaGroup S.p.A. Assicurazioni Generali S.p.A. He has also been a member of the Management Board of Banca Popolare di Milano S.c.a.r.l. and a Senior Advisor to McKinsey. He is currently CEO of Artsana Group, since July 2018 Chairman of Medical Technology and Devices SA and e since July 2020 member of the Board of Directors of Edizione S.r.l.. Between 2002 and June 2008, he was a member of the International Financial Reporting Interpretations Committee (IFRIC), set up by the International Accounting Standards Board (IASB). He has also been a member of the European Financial Reporting Advisory Group (EFRAG).

He has been a member of Prysmian S.p.A. Board of Directors since July 2010, Chairman since September 2018.

The undersigned Valerio Battista, born in Arezzo (Italy) on 08/01/1957, in reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April2021 in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that he possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016- Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that he doesn't possess independence requirements envisaged by art. 148, para. 3, of the T.U.F.;
  • that he doesn't possess the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • • executive positions: no. 1
  • Prysmian S.p.A. Director and CEO
  • • non-executive positions: no. 1
  • Brembo S.p.A. Director
  • that he is aware of the consequences arising from any defect in these requirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

(Place)

(date)

(Signature)

Attachment:

Curriculum vitae

Personal Information

Education and Training Work Experience

Valerio Battista Arezzo (Italy) on 08/01/1957

He is the Prysmian Group CEO. He graduated with a degree in Mechanical Engineering from the University of Florence. Valerio Battista is a manager with extensive knowledge and understanding of the industrial sector with more than 30 years of experience gained first with the Pirelli Group and then with the Prysmian Group, where he assumed the leadership role in 2005. Within the Pirelli Group he held positions of increasing responsibility, particularly in the restructuring and reorganisation of Pirelli Cavi, which became one of the most profitable and competitive organisations in the industry under his leadership from 2002 to 2004. In 2005, he played a key role in the creation of Prysmian Group, leading to its listing on the Stock Exchange in 2007. The Prysmian Group, in which he is currently the CEO, is a world leader in the energy and telecom cable industry, with around 29,000 employees and 106 plants worldwide.

Since June 2014 to March 2019, he was also been the Chairman of Europacable and since April 2017 he has been a member of the Board of Directors and Lead Independent Director of Brembo S.p.A.

He has been a member of Prysmian S.p.A. Board of Directors since December 2005

The undersigned Jaska Marianne de Bakker, born in Amsterdam (The Netherlands) on 28/10/1970, in reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

under own responsability:

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that she possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that she possesses independence requirements envisaged by art. 148, para. 3, of the T.U.F.;
  • that she possesses the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

English translation for convenience purpose only

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:
  • executive positions: no. 1
  • Royal FrieslandCampina CFO
  • $\bullet$ non-executive positions: no. 0
  • that she is aware of the consequences arising from any defect in these requirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

Amsterdam (The Netherlands), 15 March 2021

(Place)

$(data)$

Attachment:

Curriculum vitae

Personal Information

Jaska de Bakker

Born in Amsterdam (The Netherlands) on October 28th, 1970

Education and Training Work Experience

Jaska De Bakker brings over 25 years of work experience and has worked and lived in Europe, Asia and the United States. Her career can be summarized as starting in strategy consulting for about seven years, then moving from a commercial director role via M&A to Finance. More recently she was group CFO in two global companies, for a total of 10 years. The extensive experience in a variety of leadership roles has brought her a combination of a strong strategic mind with broad Finance and M&A skills.

She graduated in 1994 from the University of Amsterdam with a Master in Econometrics. After that she started her consulting career at Arthur D. Little followed by a full time MBA at Kellogg Northwestern University in Chicago, US. She specialized in Strategy and Finance and graduated top of class. After a summer internship at The Boston Consulting Group (BCG) in 1998, she joined BCG again after graduation. De Bakker worked one year in Milan as BCG Ambassador (2001). In 2003 she left BCG to join CSM, a listed conglomerate, as a Commercial director for the Sugar Confectionery division. The division was spun off and sold to private equity in 2005 and subsequently rebranded to Leaf. She was asked to participate in the company and move to Italy to do an acquisition and integration for Leaf Italy (ao Sperlari). At Leaf Italy she transitioned into Finance. After the successful acquisition and integration of Cadbury Italy (Saila) she moved back to Leaf's headquarter in 2009 to take the position of Corporate Director M&A.

In 2010 she became CFO and member of the Executive Board for DHV, a Dutch based global engineering and consulting firm. DHV merged with Royal Haskoning in 2012 and she became CFO of the merged company. She played a key role in the merger and integration and in defining and implementing the new strategy for the combined company. Early 2017 De Bakker joined Royal FrieslandCampina, a cooperative in the top 5 of global Dairy companies. She started as a regional CFO for Asia, based in Singapore. As part of that responsibility, she joined several boards in Asia, of which some were for listed entities. At the start of 2018 she became Group CFO and member of the Executive Board, based in The Netherlands. At FrieslandCampina she has played a key role in strategy definition and transformation, integrating reporting (financial and ESG), strengthening the finance and IT functions, driving digital and data analytics as well as issuing a listed hybrid bond. In August 2020 she also joined the Supervisory Board of nonprofit organization, The Ocean Cleanup.

The undersigned Massimo Battaini, born in Varese (Italy) on 01/08/1961, in reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that he possesses the good repute requirements established for members of $\mathbb{Z}^2$ control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that he doesn't possess independence requirements envisaged by art. 148, $\omega$ para. 3, of the T.U.F.;
  • that he doesn't possess the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on $\omega_{\rm c}$ regulated markets, are the following:

  • executive positions: no. 1
  • Prysmian S.p.A. Director and COO
  • non-executive positions: no. 0
  • that he is aware of the consequences arising from any defect in these require-÷, ments and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

$Mrlam$ $10|3|2011$
(Place) (date)

$J_{i}$ Sianature

Attachment:

Curriculum vitae

Personal Information

Education and Training Work Experience

Massimo Battaini Varese (Italy) on 01/08/1961

He has a degree in Mechanical Engineering from the Polytechnic University of Milan and an MBA from SDA Bocconi. He started his career in the Pirelli Group in 1987 and held various positions in R&D and Operations over an 18-year period. After running the Business Development department between 2000 and 2002 covering the three Business Divisions of Tyres, Energy Cables and Telecom Cables, he was appointed as Operation Director of Pirelli Cavi e Sistemi Energia and Telecom. In 2005, he was appointed as CEO of Prysmian UK and in January 2011 Chief Operating Officer of the Group, a post he held until 2014, when he became Business Energy Projects Manager and Chairman and CEO of Prysmian PowerLink S.r.l. He remained in this role until the end of June 2018. Since then he assumed the role of North America CEO until February 2021 when he assumed the role of Chief Operating Officer of the Group. He has been a member of the Prysmian Board of Directors since February 2014.

The undersigned Tarak Bhadresh Mehta, born in New Delhi (India) on 16/10/1966, with reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that he possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that he possesses independence requirements envisaged by art. 148, para. 3, of the T.U.F.;
  • that he possesses the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • executive positions: no. 1
  • ABB ltd Chairman Electrification Business
  • non-executive positions: no. 0
  • that he is aware of the consequences arising from any defect in these requirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

________________________, ________________________ Kilchberg March 11, 2021

(Place) (date)

(Signature)

Attachment:

  • Curriculum vitae

Personal Information

Education and Training Work Experience

Tarak Bhadresh Mehta New Delhi (India) on 16/10/1966

After graduating from Purdue University in US with a BSME in MechanicalEngineering in 1989, he began his career at Cooper Power Systems in the US. He then joined ABB in 1998. After three years working in the US as a Manufacturing Project Manager for the Transformer Factory of the Future and as Program Manager for Advanced Manufacturing Technologies (USCRC), in 2001 he embarked on his first international experience as Production Manager in Circuit Breakers Operations in the High Voltage Products Division in Sweden. Between 2002 and 2006, he held various managerial positions in Switzerland from BU Functional Manager in High Voltage Products Operations to SCM Project Manager in Cost Migration and then taking on the role as Product Group Manager of Breakers&Systems in theHigh VoltageDivision at ABB Headquarters in Zurich, Switzerland. In 2007, he became Head of the Transformers Business Unit. In 2010, he was appointed President of Low Voltage Products Division as well as becoming a Member of the Group Executive Committee of ABB Ltd. Switzerland. In 2016, he became President of Electrification Products Division. Given a change in nomenclature back in April 2019, he currently holds the title of President of Electrification Business Area and Member of the Executive Group Executive Committee of ABB Ltd. Switzerland. He has also been a Member of the Board of Trustees at Inter-Community School (ICS) since 2016. From 2014 until June 2020, he served as a Non-Executive Director of ABB India Limited as well as being a Member of their Audit Committee.

The undersigned Pier Francesco Facchini, born in Lugo (Ravenna - Italy) on 04/08/1967, in reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that he possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that he doesn't possess independence requirements envisaged by art. 148, para. 3, of the T.U.F.;
  • that he doesn't possess the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • executive positions: no. 1
  • Prysmian S.p.A. Director and CFO
  • non-executive positions: no. 1
  • Yangtze Optical Fibre and Cable Joint Stock Ltd Co. Director
  • that he is aware of the consequences arising from any defect in these requirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

________________________, ________________________ Milan March 9 2021

(Place) (date)

(Signature)

Attachment:

  • Curriculum vitae

Personal Information

Education and Training Work Experience

Pier Francesco Facchini Lugo (Ravenna - Italy) on 04/08/1967

He is the Prysmian Group CFO. He is the After receiving his degree in Business Economics in 1991 from the "Luigi Bocconi" University in Milan, his initial work experience was at Nestlè Italia, where from 1991 to 1995 he held different posts in the Administration and Finance area. From 1995 to 2001, he worked in several companies in the Panalpina Group, holding the position of Regional Financial Controller for Asia and the South Pacific and Head of Accounting, Finance and Control for Panalpina Korea (Seoul) and Panalpina Italia Trasporti Internazionali S.p.A. In April 2001, he was appointed Finance Director at Fiat Auto Consumer Services business unit, leaving in 2003 to become CFO at the Benetton Group, a post he held until November 2006. He has been a member of the Prysmian Board of Directors since February 2007.

The undersigned Ines Kolmsee, born in Hamburg (Germany) on 04/04/1970, in reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that she possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that she possesses independence requirements envisaged by art. 148, para. 3, of the T.U.F.:
  • that she possesses the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • executive positions: no. 0
  • non-executive positions: no. 1
  • Umicore SA Director
  • that she is aware of the consequences arising from any defect in these re- $\ddot{\bullet}$ quirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

(Place) (date)

Attachment:

Curriculum vitae

Personal Information

Ines Kolmsee

Born in Hamburg (Germany) on April 4th, 1970

Education and Training Work Experience

Ines hold degrees in Process- and Energy Engineering from Technical University of Berlin (Germany), in Industrial Engineering from Ecole des Mines de St.Etienne (France) and a Master of Business Administration from INSEAD (France, Singapore).

After beginning her career in consulting with the firm AT. Kearney in 1997, she later joined Ericsson in Germany in an international sales role. Following that she joined the private equity company Arques AG in 2003, where she became the CFO of a portfolio company, Completel, a telecom operator. Later she became the CFO of Arques AG, before joining a new portfolio company, SKW Stahl-Metallurgie AG, a specialty chemicals company in 2004. She became CEO of SKW and after 2 years she took the company public on the German stock exchange. Ines left SKW after almost 10 years as CEO in order to join EWE AG, a large German utility company as their CTO/COO in 2015. From 2017 to 2020 she was member of the executive board of Aperam SA, a stainless steel producer in Luxemburg, assuming the responsibility for the downstream activities, the sales as well as the supply chain.

Currently she is an independent board member at Umicore SA, a chemicals company with headquarters in Belgium, that she joined in 2011. At Umicore she is the chair of the audit committee. Other board mandates that Ines held were Fuchs Petrolub SE, a lubricant producer in Germany (2011-2015) and Suez SA an environmental company headquartered in France (2013-2018).

The undersigned Annalisa Stupenengo, born in Biella (Italy) on 30/05/1971, in reference to own candidacy for the role of Member of the Board of Director of di Prysmian S.p.A. (the "Company"), as belonging to the slate to be presented by the same Board of Directors at the Shareholders' Meeting called on 28 April 2021, in single call, pursuant to the applicable Law,

ACCEPTS

the candidacy as Member of the Board of Director of di Prysmian S.p.A. and

STATES

  • the non-existence of grounds for ineligibility, forfeiture and incompatibility to fill the role of Director of the Company and the possession, for the same end, of the requirements prescribed by the Company By-laws and by the law in force;
  • that she possesses the good repute requirements established for members of control bodies with a regulation issued by the Minister of Justice pursuant to article 148, para. 4, of Leg. Decree no. 58 of 24 February 1998 (T.U.F.);
  • NOT to fall in the circumstances as set out in art. 2390 Civil Code;
  • NOT to fall within the grounds for exclusion envisaged for participation in tender or concession procedures by bodies or public administrations (art.80 of Leg. Decree no. 50/2016 - Public Procurement Code);
  • there are not in own regard the grounds for banning them from the wholesaling of products in the non-food sector (art.71, Leg. Decree no. 59/2010);
  • that she possesses independence requirements envisaged by art. 148, para. 3, of the T.U.F.;
  • that she possesses the independence requirements indicated by the "Corporate Governance Code", approved by the Committee for the Corporate Governance and promoted by ABI, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana S.p.A., to which the Company has adhered;

  • that the positions currently held by the undersigned in companies listed on regulated markets, are the following:

  • executive positions: no. 1
  • CNH Industrial CEO and Chairman FPT Industrial
  • non-executive positions: no. 0
  • that she is aware of the consequences arising from any defect in these requirements and/or conditions pursuant to the legal and regulatory provisions applicable.

The undersigned undertakes to promptly inform the Board of Directors of the Company of all subsequent changes in the information provided in this declaration and authorizes, pursuant to Italian Legislative Decree dated 30 June 2003 no.196 as amended, the conservation and publication of the data and information contained in this declaration and in the attached documents.

Torino, 11th of March, 2021 (Place) (date)

(Signature)

Attachment:

  • Curriculum vitae

Personal Information

Annalisa Stupenengo

Born in Biella (Italy), on May 30th, 1971

Education and Training Work Experience

After graduating in Management Engineering at the Polytechnic University of Turin, Italy, Annalisa Stupenengo started her career in 1996 in the Sales & Marketing area of the Fiat Group. In the early years of her professional career, she worked in Morocco, Sweden and Italy in increasing managerial roles ranging from Sales, Project Management and Purchasing within Fiat Group and GM/Fiat joint ventures.

In 2006 she contributed to establishing the Fiat Powertrain Sector Purchasing department, first as head of Commodity then leading the organization until 2010 as its Purchasing Vice President.

In 2008 Ms. Stupenengo was also appointed Vice President of the Electrical Commodity with global responsibility for Europe, USA, Brazil, China and India within Fiat Group Purchasing.

In 2010 Annalisa Stupenengo joined CNH as Senior Vice President Purchasing. In January 2013 she became Head of Group Purchasing EMEA Region for FCA, then in September 2013 she rejoined CNH Industrial as Chief Purchasing Officer, and was a member of the CNH Industrial Group Executive Council (GEC).

From 2015 – 2018 she held the posts of Brand President, FPT Industrial Brand and President, Powertrain Product Segment and was a member of the Board of Directors at Welltec International ApS.

In 2019, Annalisa Stupenengo assumed the role of President and CEO of Powertrain which she holds since.