Prysmian — Investor Presentation 2015

Mar 24, 2015

Fixed Income Roadshow Presentation

March 2015

THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL.

This presentation has been prepared by Prysmian S.p.A. (the "Company", which expression shall, where the context requires, include its subsidiary undertakings) is the sole responsibility of the Company and is solely for your information and for use at ^a roadshow presentation on 23-27 March 2015 (the "Roadshow Presentation Meeting") in connection with the proposed offering of debt securities to be issued by the Company (the "Offering"). For the purposes of this notice, "presentation" means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the Roadshow Presentation Meeting.

This presentation may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) or published in whole or in part, for any purpose or under any circumstances.

The presentation has not been independently verified, approved or endorsed by any managers, bookrunners or underwriters retained by the Company and no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its subsidiary undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this presentation is subject to verification, correction, completion and change without notice. In giving this presentation, none of the Company or any of its subsidiary undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, undertakes any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it.

This presentation is for information purposes only and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, or in any other jurisdiction, and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This presentation is intended to present background information on the Company, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made. Any investment decision should be made solely on the basis of an approved prospectus (together with any supplementary prospectus, if relevant) to be issued by the Company in relation to the proposed Offering. The merit and suitability of an investment in the Company and its securities should be independently evaluated and any person considering such an investment in the Company and its securities is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other related advice prior to making an investment.

To the extent available, the industry, market and competitive position data contained in this presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by ^a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.

This presentation is, and the Offering when made will be, only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC) ("Qualified Investors"). In addition, in the United Kingdom, this presentation is addressed to and directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom this presentation may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").

This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons.

This presentation and the information contained herein is not intended for publication or distribution in, and does not constitute an offer of securities in, the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, Canada, Australia, Japan or any other jurisdiction where such distribution or offer is unlawful. The Company has not registered and does not intend to register the Offering in the United States or to conduct ^a public offering of any securities in the United States. Securities may not be offered or sold within the United States without registration, except pursuant to an exemption from, or in ^a transaction not subject to, the registration requirements of the Securities Act. Subject to certain limited exceptions, neither this presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into the United States, its territories or possessions. Any failure to comply with the foregoing restrictions may constitute ^a violation of U.S. securities laws.

The managers responsible for preparing the Company's financial reports, A. Bott and C. Soprano, declare, pursuant to paragraph 2 of Article 154-bis of the Italian Consolidated Financial Act, that the accounting information contained in this presentation corresponds to the results documented in the books, accounting and other records of the Company cited in the presentation.

In addition to the standard financial reporting formats and indicators required under IFRS, this presentation contains ^a number of reclassified tables and alternative performance indicators including non-GAAP measures such as EBITDA and Adjusted EBITDA. The purpose is to help users better evaluate the economic and financial performance of the Company and its subsidiary undertakings. However, these tables and indicators should not be treated as ^a substitute for the standard tables and indicators required under IFRS and undue reliance should not be placed on them.

This presentation includes forward-looking statements. The words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forwardlooking statements. These forward-looking statements are statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates. The forward-looking statements in this presentation are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Some of the information is still in draft form and will only be finalised, if legally verifiable, at the time of the final prospectus. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this presentation or to update or to keep current any other information contained in this presentation. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this presentation.

By attending the meeting where this presentation is made or by accepting ^a copy of this presentation, you agree to be bound by the foregoing limitations and to maintain confidentiality regarding the information disclosed in this presentation.

¾Group Overview

• ¾Business Description & Strategy
• ¾Financial Highlights
• ¾Appendix

The World's Leading Cable & Systems Company

N°1 in cable solutions for the Energy and Telecommunication business

Note: WL refers to Western Link (see "Appendix" for more details).

(1) As of 18-Mar-2015. (2) Operative NWC on Sales calculated on last quarter annualized sales. (3) Free Cash Flow yield = Free Cash Flow / Market Cap at year end.

Growth and Resilience Across the Cycle

Founded in 1879 as Pirelli Cavi, Prysmian proved its ability to grow and deliver sustainable results

Source: 2005-2010 Prysmian accounts, data reported under IFRS; 2011 Draka full combined; 2011-2013 restated in application of IFRS 10-11 and reclassification of share of net income.

Geographical and Business Footprint: a Key to Resilience

FY 2014 financials

¾Group Overview

¾Business Description & Strategy

• ¾Financial Highlights
• ¾Appendix

Prysmian Group Business Portfolio

Focus on high value added segments

Adj. EBITDA and Organic Growth by Business

Profitability decline mainly due to WL issue. Sound recovery in Telecom, E&I at the bottom

Adj. EBITDA (€ million) and Organic Growth (% change vs. previous year)

Note: Total includes Other business (Energy Products).

Disciplined Capex to Grow in High Margin Business

Investments focused on business with long term drivers and high entry barriers

CAPEX 2007-2014 (€m)

Leadership in Submarine Reconfirmed by Projects Awarded in 2014

Record visibility in Submarine

(1) Excluding options for grid connections in value of approx. € 250m

Key Prysmian Highlights

A true leader underpinned by growth, resilience and performance

• ¾Group Overview
• ¾Business Description & Strategy

¾Financial Highlights

¾Appendix

FY 2014 Key Financials

Note: 2013 restated in application of IFRS 10-11 and reclassification of share of net income.

(1) Adjusted excluding non-recurring income/expenses; (2) Defined as NWC excluding derivatives; % on sales is defined as Operative NWC on annualized last quarter sales.

Capital Structure 31-Dec-2014

Solid liquidity, diversified funding sources and limited amortisation pressure

(1) Nominal Value of €400m. (2) Nominal Value of €300m.

(3) Average maturity as of 31 December 2014 excluding other debt.

Cash Flow Generation as Key Priority to Create Value

Note: 2012-13 restated in application of IFRS 10-11 and reclassification of share of net income.

• ¾Group Overview
• ¾Business Description & Strategy
• ¾Financial Highlights
• ¾Appendix

	( ) 1 F Y 2 0 1 3	F Y 2 0 1 4
f N i d t t e x e a s s e s	2, 2 0 7	2, 2 1 9
f w h ic h: in i b le ta ts o ng as se	5 8 8	5 6 1
f w h ic h: la ip ty ts & t o p ro p er p n eq u m en ,	1, 3 9 0	1, 4 1 4
k i i l N t t e o n g c a p a w r	3 8 6	4 0 7
( ) f w h ic h: de iva ive / l ia b i l i ies t ts t o r s as se	( ) 6	( ) 1 6
f w h ic h: Op ive Ne k in i l t t w ta o er a or g ca p	3 9 2	4 2 3
i i d f d P & t o s o n s e e e a e s r v r r x	( ) 2 9 7	( ) 2 8 1
C i l l d N t t E e a p a m p o y e	2, 2 9 6	2, 3 4 5
l i i E m p o e e p o s o n s y r v	3 0 8	3 6 0
S h h l d ' i t a r e o e r s e q u y	8 3 1, 1	8 3 1, 1
f w h ic h: i bu b le in i in t tr ta to ty te t o a m or re s	3 6	3 3
f i i l i i N t t e n a n c a p o s o n	8 0 5	8 0 2
l i i d i T t F E t o a n a n c n g a n q u y	2, 2 9 6	2, 3 4 5

(1) Final restated figures in application of IFRS 10-11 and reclassification of share of net income

	( ) 1 F Y 2 0 1 3	2 0 F Y 1 4	2 0 F 4 E Y 1 W L x
l S a e s	6, 9 9 5	6, 9 0 1	6, 8 4 0
Yo Y h to ta t		( ) 3 % 1.	( ) 0. 9 %
l g ro w Yo Y ic h t or g an g ro w		2. % 7	1. 8 %
A d j. E B I T D A	6 1 3	6 0 3	5 0 9
% les o n sa	8. 8 %	8. 7 %	7. 4 %
No in i te n re cu rr g m s	( 5 0 )	( 1 3 )	( 1 3 )
E B I T D A	6 3 5	9 0 5	9 6 4
les % o n sa	8. 1 %	8. 5 %	7. 2 %
d j. A E B I T	4 6 5	4 5 9	3 6 5
% les o n sa	6. 7 %	6. 7 %	5. 3 %
No in i te n re cu rr g m s	( 5 0 )	( 1 3 )	( 1 3 )
l Sp ia i te ec m s	( ) 4 7	( ) 4 0	( ) 4 0
E B I T	3 6 8	0 6 4	3 2 1
% les o n sa	3 % 5.	9 % 5.	% 4. 5
l c ha F in ia an c rg es	( 0 ) 1 5	( 0 ) 1 4	( 0 ) 1 4
E B T	2 1 8	2 6 6	1 7 2
% les o n sa	% 3. 1	% 3. 9	% 2. 5
Ta xe s	( ) 6 5	( ) 8 5	( ) 5 7
% E B T o n	2 9. 9 %	3 2. 0 %	3 3. 0 %
i N t e n c o m e	1 3 5	1 8 1	1 1 5
Ex d in i ( f ) tr te te ta ao r ar y m s a r x	( 1 1 6 )	( 7 1 )	( 7 1 )
d j. i A N t e n c o m e	2 6 9	2 5 2	1 8 6

(1) Final restated figures in application of IFRS 10-11 and reclassification of share of net income

Impact of currencies and WL project on Sales and Adj.EBITDA

Profitability decrease fully attributable to WL project and negative currency translation effect

	( ) 1 F Y 2 0 1 3	F Y 2 0 1 4
d j. A E B I T D A	6 1 3	5 0 9	∆ N F P 2 0 1 0 P F -2 0	1 4
No in i te n re cu g m s rr E B I T D A	( ) 5 0 5 6 3	( ) 1 3 4 9 6	f * N F P P 2 0 1 0 o- o m a r r	( ) 1, 2 1 4
ha he Ne t C in is io & t ng e p ro ns o rs v ha f fro S in in in iv i ies tm ts t t re o co m e m ve s en op .a c	( ) 7 6 ( ) 3 5	( ) 5 3 ( ) 4 3	N F P 2 0 1 4 ∆ N F P	( 8 0 2 ) 1 2 4
f f f C h l i ( b W C h ) t a s o w r o m o p e r a o n s e o r e c a n g e s W k in Ca i l c ha ta or g p ng es de ds d D iv i ive n re ce d Pa i In Ta co m e xe s	4 5 2 ( 6 ) 6 1 ( ) 6 0	4 0 0 ( 1 ) 3 6 ( ) 7 2	O f w h ic h: Cu la d te m u	2 0 1 1- 1 4
h f l f i C t a s o o m o p e a o n s w r r	4 0 2	3 6 3	C le l. is i io F F t v. ex c ac q u ns	7 7 4
Ac is i io t q u ns Op ive C Ne t t A P E X er a	-- ( 0 ) 1 7	9 ( ) 1 5 5	iv i de ds ba k D & Bu n y c	( ) 2 8 3
C h l ( l d ) F F r e e a s o w u n e v e r e	2 9 5	2 1 7	is i io Ac t q u ns	( ) 7 7
in ia l c ha F an c rg es	( 2 ) 1 4	( 0 ) 1 1	O he ** t r	( ) 2
C h l ( l d ) F F r e e a s o w e v e r e	1 7 1	0 1 7	∆ N F P	2 4 1
h l ( l d ) l. i i i F C F t r e e a s o w e v e r e e x c a c q u s o n s	1 7 1	9 8
D iv i de ds n ha bu ba k Tr ea su s re s c ry y-	( 9 2 ) -	( 9 0 ) ( 2 0 )
C h l N t F e a s o w	9 7	( 3 )
f N F P b i i h i d t e g n n n g o e p e r o	( 8 8 8 )	( 8 0 5 )
f Ne h low t c as O he t ia t io ar ns r v	7 9 4	( 3 ) 6
d f h i d N F P t e n o e p e r o	( 8 0 ) 5	( 8 0 2 )

(1) Final restated figures in application of IFRS 10-11 and reclassification of share of net income

* Includes debt originated by Transaction costs (€ 19m) and Refinancing costs (€ 7m) related to Draka acquisition in 2011

** Includes Other Equity movements and Other variations

	( ) 2 0 3 1 F Y 1	F Y 2 0 1 4
In to ies ve n r	8 8 1	9 8 1
de b les Tr Ac t Re iva a co un ce	9 3 3	9 2 5
Tr de Ac Pa b les t a co un y a	( 1, 4 0 9 )	( 1, 4 1 5 )
O he Re iva b les / ( Pa b les ) t r ce y a	( 1 3 )	( 9 5 )
O i N k i i l t t t p e r a v e e w o r n g c a p a	3 9 2	4 2 3
( 2) % Sa les o n	5. 8 %	5. 8 %
/ ( l b l ) De iva t ive ts ia i i t ies s as se r	( 6 )	( 6 ) 1
k i C i l N t W t e o r n g a p a	3 8 6	0 4 7
( 2) % Sa les o n	5. 7 %	5. 6 %

(1) 2013 restated in application of IFRS 10-11 and reclassification of share of net income.

(2) % on sales is defined as Operative NWC on annualized last quarter sales and as Net Working Capital on annualized last quarter sales respectively.

New Segment Reporting

Sales and Adj.EBITDA breakdowns

Previous Segment Reporting

(1) Implemented with the publication of the full year 2014 results.

New Segment Reporting(1)

25%

E&I21%

Sales breakdownEnergy Projects

Energy & Infrastructure

Sales breakdown

Industrial & Network Components

Sales breakdown

(1) Includes Renewables business

TelecomSales breakdown

Latest Submarine Projects Awarded to Prysmian

Key Success Factors

• •Track record and reliability
• • Ability to design/execute turnkey solution
• •Quality of network services
• •Product innovation
• •State-of-the-art cable laying ships

Action Plan

• • Cable Enterprise vessel conversion to improve installation capacity
• • New investment worth approx. €40m in Pikkala and Arco Felice to enhance the production capability to meet the order backlog requirements
• • Leverage on strong off-shore windfarms trend
• • Secure orders to protect long-term growth
• •Focus on execution

(1) Prysmian portion of the project

j L K P t t t a e s e o e c s y r	C t s o m e s u r	i d P e o r	( ) 1 € m
k W i ing er	be dr la b les f fs ho I Re O o no va re r	2 0 1 5- 1 6	6 0
P h i l ip ine p s	G C N P	2 0 1 5- 1 6	9 0
da l les Da 2 ne r	T E I A S	2 0 1 5- 1 6	6 4
Cy la de c s	I P T O	2 0 1 5- 1 6	9 5
f d ler d W t o A es g ru n	0 O f fs ho Gm b 5 He tz H r re	2 0 Fr 1 5 om	8 0 4
ha S R ive Cr ing nn on os s r	E S B	2 0 1 4- 1 6	4 0
Za ku f fs ho i l f ie l d m o re o	Em ira Ho l d ing te s	2 0 1 4- 1 5	3 0
3 Bo W in r	Te T nn e	2 0 1 4- 1 7	2 0 5
Ca i p r	Te rn a	2 0 1 4- 1 5	7 0
U S O f fs ho la fo t re p rm s	Ex Mo b i l 's xo n	2 0 1 4- 1 5	\$ 1 0 0m
lea lan ds Ba ic Is r	éc ña d l de Re E tr ica Es p a	2 0 1 4- 1 5	8 5
he h De ts Bu t c c u	Te T nn e	2 0 1 4- 1 5	5 0
Do l W in 3	Te T nn e	2 0 1 4- 1 6	3 5 0
d ie 3 No rm an	lec ic i lc Je E tr ty rs ey p	2 0 3- 1 1 4	4 5
Mo I ta n.	Te rn a	2 0 1 3- 1 6	4 0 0
Da da l les r ne	T E I A S	2 0 1 2- 1 4	6 7
P hu Q uo c	E V N S P C	2 0 1 2- 1 4	6 7
k W te L in es rn	l d- h Na t ion Gr i Sc t t is Po J V a o we r	2 0 1 2- 1 7	8 0 0
l He W in 2	Te T nn e	2 0 1 2- 1 5	2 0 0
Hu ds Pr j t on o ec	Hu ds Tr Pa L L C tn on an sm r er s	2 0 1 2- 1 3	\$ 1 7 5m
Sy l W in 1	Te T nn e	2 0 2- 1 1 4	2 8 0
l He W in 1	Te T nn e	2 0 1 1- 1 3	1 5 0
Bo W in 2 r	Te T nn e	2 0 1 0- 1 3	2 5 0
Me ina ss	Te rn a	2 0 0- 3 1 1	3 0 0
hr Ka am aa	l lec Q Ge E ta t. a ne ra r	2 0 0 9- 1 0	1 4 0
Gr Ga b ba d te ea r r	F luo L d t r	2 0 0 9- 1 0	9 3

Market Volumes Trend

Energy Cables Reference Market

Telecom Cables Reference Market

Market growth driven by increased investment in fibre access networks (FTTx) and LTE

Source: Company analysis based on January 2015 CRU data. Energy = Low Voltage and Power Cable; TLC = External Copper Tlc Cable, Fibre Optic, Internal Telecom/Data

Metal Price Impact on Profitability

Synergies Plan update

Note: Cumulated synergies figures are not audited. Calculation is based on internal reporting

Western Link: a Strong Recovery to Properly Address the Production Issue and Minimize the Economic Impact