Prysmian — Capital/Financing Update 2015

Mar 16, 2015

Index no. 11.832 Volume no. 6.123
Minutes of the Board of Directors' Meeting
ITALIAN REPUBLIC
In the year 2015 (two thousand and fifteen)
on the 10th (tenth) day
of the month of March
at 15:30 (fifteen thirty) in Milan,
viale Sarca no. 222.
the following party appeared before me, Carlo Marchetti, notary
in Milan, registered with the Milan Board of Notaries:
- Mr Tononi Massimo, born in Trento on August 22, 1964,
domiciled for his office in Milan, viale Sarca no. 222, of whose
personal identity I, notary, am certain, who, declaring that he
is acting as Chairman of the Board of Directors and, as such, in
the interests of the listed stock company:
"Prysmian S.p.A." ,
with registered office in Milan, viale Sarca no. 222, share
capital subscribed to and paid in for euro 21,672,092.20, tax
code and registration number with the Milan Register of
Companies: 04866320965, registered with the R.E.A. (economic,
administrative index) of Milan under no. 1777895 (hereinafter,
also: the "Company" ),
asking me to record the meeting of the Board of Directors of the
Company itself, meeting to discuss and resolve on the following

agenda
1. Issue of bonds: resolutions pertaining thereto and resulting
therefrom
2. Any other business.
I adhere to the request and acknowledge that the Meeting takes
place as follows.
The party appearing takes the Chair, in his aforementioned role
pursuant to law and the articles of association, ascertaining and
acknowledging that:
- the Board of Directors has been regularly convened by notice
sent on March 5, 2015 to all those entitled, by electronic mail
in compliance with Art. 16 of the articles of association in
force;
- besides himself the following directors are also present V.
BATTISTA (CEO), M. BATTAINI, M.E. CAPPELLO, P.F. FACCHINI
(CFO), F. ROMEO and, connected by audio conference in compliance
with the articles of association, C. DE CONTO, G. DEL NINNO, F.
FROHLICH and G. TAMBURI;
- the statutory auditors M.L. MOSCONI, P. LAZZATI are also
present as is, connected as stated above, P. LIBROIA (Chairman).
Hence the Chairman declares that the meeting is validly convened,
considering the aforementioned call, and may resolve, first of
all, on the above matters on the agenda.
The Chairman, moving on to the first point on

the agenda, reminds those present that Art. 2410 of the Italian
Civil Code gives directors, unless established otherwise in the
articles of association, the right to issue bonds and that Art.
2412 of the Italian Civil Code excludes any issue limits, for the
issue of bonds to be quoted on official markets or in
multilateral trading systems or which give the right to purchase
or subscribe to shares. Today's Board of Directors' meeting,
pursuant to and for the purposes of articles 2410 et seq. of the
Italian Civil Code and in compliance with the articles of
association, is called on to approve the issue and public or
private placement of bonds in one or more tranches, to be quoted
on one or more markets (official or even over-the counter)
(hereinafter, the "Bonds") to be offered, in any case, for
subscription solely to qualified Italian and/or foreign
investors, except for those in the U.S.A., thus, excluding any
offer to the public.
The Chairman points out the opportunity from a corporate and
financial point of view, and the Bond issue operation compliance
with corporate interests, being a financial instrument
appreciated by the Company as it is useful for pursuing and

maintaining a balanced financial structure for the short and
medium-long term indebtedness ratio and the debt's residual
lifespan. He also points out that the context for the issuance of
bonds is favourable for highly creditworthy issuers, like
Prysmian S.p.A. Therefore, to benefit from the favourable
conditions offered (and that could be offered) by the market,
issuing the Bonds is considered advantageous.
The Chairman then goes on to illustrate the main terms and
conditions of the proposed issue/s, supported by the Director and
CFO, Pier Francesco Facchini.
- articulation: also in several operations;
- addressees: the Bonds will be only be offered to qualified
Italian and/or foreign investors, except for those in the U.S.A.,
thus, excluding any offer to the public;
- amount: for a counter value of maximum up to euro 800
million;
- value of the securities: the minimum value of each Bond will
be euro 100,000 (one hundred thousand);
- placement value: the Bonds' issue price, which may differ for
each single operation, will be fixed in compliance with the
overall

yield offered to investors;
- duration and repayment: maximum duration of single operations
will be 7 years, with the right to early repayment;
- interest rate: the fixed interest rate, which can differ for
each operation, must be between – based on duration – 0 and 400
basis points above the average corresponding expiry IRS rate;
- quotation: the Bonds may be quoted on one or more official
markets or multilateral negotiation systems, which may differ for
each single operation;
- applicable law: the Bonds will be regulated by English law,
except for bondholder meetings which will be regulated by Italian
rules, as not in conflict with Italian law;
- term of issuance: the Bonds can be issued by June 30, 2016.
Hence, the Board of Directors, after a short discussion
acknowledging
- the Chairman's presentation,
unanimously
resolves,

voting on a show of hands
and by roll-call
1.) to approve the issue of Bonds with the following main
characteristics:
- articulation: also in several operations;
- addressees: the Bonds will only be offered to qualified
Italian and/or foreign investors, except for those in the U.S.A.,
so, excluding any offer to the public;
- amount: for a counter value of maximum up to euro 800
(eight hundred) million;
- value of the securities: the minimum denomination of each
Bond will be euro 100,000 (one hundred thousand);
- placement value: the issue price, which may differ for
each single operation, will be fixed in compliance with the
overall yield offered to investors;
- duration and repayment: the maximum duration for the single
operations will be 7 years, with the right to early repayment;;
- interest rate: the fixed interest rate,
which can differ for each operation, must be between – based on
duration – 0 ( zero) and 400 (four hundred) basis points above

the average corresponding expiry IRS rate;
- quotation: on one or more official markets or multilateral
negotiation systems, which may differ for each single operation;
- applicable law: the Bonds will be regulated by English law,
except for bondholder meetings which will be regulated by Italian
rules, as not in conflict with Italian law;
- term of issuance: the Bonds may be issued by June 30 (thirty),
2016 (two thousand and sixteen);
2.) to appoint the CEO and CFO pro tempore in office, separately
and with the right to sub-delegate, to implement the above
resolution, in point 1.) of these minutes; hence, to arrange the
issue by the Company of the Bonds doing all required, useful
and/or needed to implement the resolution itself, with all and
the most ample rights on the matter, including:
a) define Bond terms and conditions drawing up regulations,
assuming specific issuance resolution, pursuant to Article 2410
of the Italian Civil Code, within limits set in the prior
resolution;
b) place the Bonds, stipulating each negotiation or agreement
connected and functional to it, also with

brokers and agents, including, as a non exhaustive example,
agreements regulated by English law denominated in Euro;
c) finalise, where required, any statement or other document
possibly required or needed to quote and/or offer the Bonds;
d) prepare, modify and present each application, instance,
document, statement needed and/or appropriate for the purpose
required for the issue, offer and possible quotation of the
Bonds, to the relevant Authorities;
e) fulfil formal requirements needed for these resolutions to be
entered in the Register of Companies, with the right to enter any
variations, adjustments or additions as appropriate and/or
required by competent Authorities, also when being entered in the
Register of Companies;
f) in general, carry out everything needed to fully execute
these resolutions, with all and any powers needed and/or
appropriate for the purpose, none excluded or excepted.
As the first item on the above agenda has been handled in full
and there not being nothing further to be resolved for the second
item, the Chairman
adjourns the meeting. It is 15:50 (fifteen fifty)
I read these minutes to the party appearing who approves

and signs them with me.
These minutes consist of three sheets written using mechanical
means by a trusted person and completed by my hand for eight
pages and the ninth until here.
Signed Massimo Tononi
Signed Carlo Marchetti, notary