REPORT BY THE BOARD OF DIRECTORS TO VOTE, AS POINT NUMBER SIX OF THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING OF PRYSMIAN S.P.A. SCHEDULED ON 13 APRIL 2016, A SHARE PARTICIPATION PLAN IN FAVOUR OF PRYSMIAN GROUP'S EMPLOYERS, PURSUANT TO ARTICLE 125-TER OF THE ITALIAN LEGISLATIVE DECREE NO. 58/1998, AS AMENDED AND UPDATED, AND TO ARTICLE 84-BIS OF THE CONSOB REGULATIONS ADOPTED IN RESOLUTION 11971/99, AS AMENDED AND UPDATED, DRAWN UP IN ACCORDANCE WITH FORMAT NO.7 OF APPENDIX 3A TO THE SAME CONSOB REGULATIONS.

6. Share participation plan in favour of Prysmian Group's employers: resolutions under article 114-bis of Italian Legislative Decree 58/98.

Shareholders,

You have been convened in ordinary session to submit to your approval, under art. 114-bis, paragraph 1, of Legislative Decree 58 dated 24 February 1998 (so called Unified Financial Act), a share participation plan reserved to Prysmian S.p.A. and/or its subsidiaries employees, with any of the Directors of the Company included (the "Plan"), and to grant the Board of Directors with the relevant powers.

A description of the Plan can be found into the here attached Information Document, drawn up pursuant to Article 84-bis of the Regulations adopted by Consob with Resolution No. 11971 of 14 May 1999, as subsequently modified and integrated.

* * *

Therefore we submit the following proposal for your approval:

"The Shareholders' Meeting of Prysmian S.p.A., in view of the Information Document, prepared pursuant to Article 84-bis of the Regulations adopted by Consob with Resolution No. 11971 of 14 May 1999, as subsequently modified (the "Information Document")

RESOLVES

i. to approve the share participation plan reserved to Prysmian S.p.A. and/or its subsidiaries employees, with any Directors of the Company included, as described into the Information Document;
ii. to grant the Board of Directors with all the necessary and appropriate powers, with the power to sub-delegate, in order to establish, execute and define all the features of the Plan, in conformity with the relevant instructions established in the Information Document and in compliance with Law provisions of the Countries where the Plan will be implemented. For the execution of the Plan, the Board of Directors, can assigns shares to the participants through withdrawal from the supply of treasury shares currently held by the Company or purchased at a later stage;
iii. to grant the Chairman of the Board of Directors and the Managing Director, protempore in charge, severally between them and with the power to sub-delegate, any power to fulfil any duty arising from the Law and following to the resolutions adopted".

* * *

PRYSMIAN GROUP'S EMPLOYEE SHARE OWNERSHIP PLAN INFORMATION DOCUMENT

(pursuant to Article 114-bis of Italian Legislative Decree 58/98 and Article 84 bis, paragraph 1, of the Regulations adopted by Consob with Resolution No. 11971 of 14 May 1999, as amended and supplemented)

DEFINITIONS 3
INTRODUCTION5
1.THE BENEFICIARIES6
2.THE REASONS BEHIND THE ADOPTION OF THE PLAN 8
3.APPROVAL PROCEDURE AND TIMING FOR THE ASSIGNMENT OF INSTRUMENTS 10
4.THE CHARACTERISTICS OF THE INSTRUMENTS ASSIGNED 12

DEFINITIONS

Below are listed the terms used in this document and their related definitions.

MEETING	The Shareholders' Meeting of Prysmian S.p.A.
SHARES	Prysmian S.p.A.'s ordinary shares
PURCHASED SHARES	The Shares bought by Participants including those received at a Discount
SHARES HELD	The Shares purchased by Participants under the Plan, consisting of the Shares Purchased and the Entry Bonus
REMUNERATION AND APPOINTMENTS COMMITTEE	The Remuneration and Appointments Committee established within the Board of Directors pursuant to Article 6 of the Corporate Governance Code adopted by Borsa Italiana S.p.A.
BOARD	Prysmian S.p.A.'s Board of Directors
EMPLOYEES / BENEFICIARIES	The employees of Prysmian S.p.A. and of the Subsidiaries of Prysmian S.p.A. with an open ended contract who completed their trial period, if any
INFORMATION DOCUMENT	This Information Document, prepared pursuant to and in accordance with Art. 114 bis of the Consolidated Law on Finance (TUF) and Art. 84- bis, paragraph 1, of the Issuers' Regulations
ENTRY BONUS	The Shares which Participants will receive as a free one-off assignment on the first purchase
GROUP	Prysmian and its Subsidiaries
LOYALTY BONUS	The Shares which the Participants will receive for free should they decide to extend the Retention Period for a further 36 months for the shares purchased in the first edition of the plan in 2014, 2015, and 2016.
RETENTION PERIOD	The period of time following the purchase of the Shares during which the Shares cannot be sold and/or transferred, except for exceptional reasons.
SUBSCRIPTION PERIOD	The 30-day period in which employees, in the years in which the plan is in force, subscribe their investment
PLAN	This Share Purchase Plan, which allows the Group's Employees to purchase Shares under favourable terms
PARTICIPANTS	The Beneficiaries who decide to join the Plan

PURCHASE PRICE	Prysmian's Share Price calculated as the average share price in the 5 trading days following the subscription period
PRYSMIAN or THE COMPANY	Prysmian S.p.A.
REGULATIONS	The regulations that will govern the Plan, globally and locally, in terms of characteristics, conditions and procedures
ISSUERS' REGULATIONS	Regulations adopted with CONSOB Resolution No. 11971 dated 14 May 1999, as amended and supplemented
DISCOUNT	The Discount on the Purchase Price which will be granted to Participants in the form of free Shares
SUBSIDIARIES	The Companies controlled by Prysmian through its 51%, by virtue of agreements or other arrangements, and which are consolidated in the Group's annual financial statements
TUF (CONSOLIDATED LAW ON FINANCE)	Italian Legislative Decree No. 58/98, as amended and supplemented
VESTING	The moment in which Participants acquire equity and voting rights conferred by the Shares Held under the Plan in compliance with the limits set out in the Plan itself

INTRODUCTION

This Information Document represents a report reserved to the Shareholders' Meeting, which is called to approve the Share Purchase Plan allowing the Group's Employees / Beneficiaries to purchase Shares under favourable terms.

This Information Document is published in order to provide the shareholders of the Company and the market with information on the Plan, pursuant to Art. 84-bis of the Issuers' Regulations and in particular in conformity with Scheme 7 of Annex 3A of the Issuers' Regulations.

It should be noted that the Plan must be considered "of major significance" in accordance with Article 114 bis, paragraph 3 of the Consolidated Law on Finance and Article 84-bis, paragraph 2 of the Issuers' Regulations.

The Plan consists of the offer reserved to Group Employees to purchase Prysmian Shares, with a maximum 25% Discount on the Share Price, paid in the form of treasury shares. The Purchased Shares will be subject to a Retention Period, during which they cannot be sold and/or transferred, unless in exceptional circumstances. Participation in the Plan is voluntary.

The proposal to adopt the Plan will be submitted for approval to the Company's Ordinary Shareholders' Meeting called on 13 April 2016, in single call.

At the date of this Information Document, therefore, the proposal to adopt the Plan has not yet been approved by the Meeting. This Information Document has been prepared based on the proposal to adopt the Plan approved by the Board of Directors on 24 February 2016.

This Information Document is deposited at the Company's registered office (Viale Sarca 222 – 20126 Milan) on the authorised storage mechanism which the Company uses at , and published on the website of Borsa Italiana S.p.A. at www.borsaitaliana.it and on the Company's website at www.prysmiangroup.com.

1 BENEFICIARIES

1.1 Indication of the names of the Beneficiaries who are members of the Board of Directors of Prysmian

The Plan includes the following Beneficiaries who are also members of the Board of Directors of Prysmian S.p.A.:

Valerio Battista, Chief Executive Officer and General Manager,
Massimo Battaini, Senior Vice President Business Energy Products
Pier Francesco Facchini, Chief Financial Officer;
Fabio Ignazio Romeo, Chief Commercial Officer;

It should be noted that the aforementioned members of the Board of Directors of Prysmian S.p.A. are included among the Beneficiaries of the Plan simply as Employees.

1.2 Categories of employees or independent contractors of the financial instruments' issuer and companies controlling or controlled by this issuer

The Beneficiaries of the Plan are all Employees of the Group's companies in Italy and abroad, divided into three categories:

Senior Executive: executive directors and managers with strategic responsibilities, as identified by name at point 1.1 and point 1.3 of this Information Document;
Manager: category consisting of around 300 people in managerial positions in the Group, who will be identified by name, belonging to the various operating and business units at global level;
Other Employees: the remaining Group Employees not included in the previous categories (numbering around 18,000 people) with an open-ended contract, who completed their trial period, if any.

The Company reserves the right, at its sole discretion, to exclude from the Plan Employees of Subsidiaries based in countries where local legal, regulatory, tax, or currency restrictions and/or specific filing requirements may directly or indirectly compromise the achievement of the Plan's purpose and/or expose the Company to potential risks and/or make the implementation and/or administration of the Plan burdensome.

During the implementation phase of the Plan, when its characteristics will be defined in detail, some of these may be adjusted in order to guarantee the conformity of the Plan to the local legislation and/or its tax effectiveness and/or facilitate its implementation at local level. For instance, in some countries it will be possible to include also employees with fixed-term contracts, who will be included in the Employees / Beneficiaries category accordingly.

1.3 Names of the Beneficiaries serving as managers as defined in Article 152-sexies, paragraph 1, letter c)-c.2

The Plan includes among the possible Participants also four persons who perform management duties with regular access to privileged information, in accordance with Article 152-sexies, paragraph 1, letter c)-c.2 of the Issuers' Regulations.

It should be noted that all are included among the Beneficiaries of the Plan simply as Employees.

1.4 Description and numerical indication of all the managers who have regular access to privileged information and are authorised to take management decisions that can

Information Document – Prysmian Group 6

influence the development and prospects of the issuer of the shares, as defined in Art. 152-sexies, paragraph 1, letter c)-c.2-c.3 and of the other potential categories of employees or independent contractors for whom different conditions of the Plan are envisaged (e.g., executives, managers, white-collar workers, etc.)

With the exception of the Beneficiaries already listed in Points 1.1 and 1.3 above, the Plan does not provide for the participation of other Employees qualifying as "relevant persons" as defined in Article 152 sexies, paragraph 1, letter c) – c.2 and c.3 of the Issuers' Regulations.

The Plan presents characteristics differentiated in relation to the maximum Discount applicable on the Purchase Price which Participants may benefit from, set at:

1% for Senior Executives;
15% for Managers;
25% for other employees not included in the first two categories.

During the implementation phase of the Plan, when its characteristics will be defined in detail, some of these may be adjusted in order to guarantee the conformity of the Plan to the local legislation, making it tax-effective, and facilitating its implementation so as to ensure participation is as broad as possible. In any case, these adjustments cannot affect the discount reserved for Senior Executives.

2 REASONS BEHIND THE ADOPTION OF THE PLAN

2.1 and 2.1.1 Objectives to be achieved by means of the attribution of plan

The reasons behind the adoption of the Plan are:

to strengthen the employee's loyalty to the Group by offering them the opportunity to share in successes through share ownership;
to align the interests of Prysmian Group's stakeholders, employees and shareholders, identifying the common objective of creating long-term value;
to contribute to consolidating the integration process started following the acquisition of the Draka Group.

2.2 Key variables and performance indicators

There are no performance conditions.

2.3 Criteria for determining the assignment

The Plan consists of the offer to Employees to purchase Prysmian Shares with a maximum 25% Discount on the Purchase Price, paid in the form of Treasury Shares.

Participation in the Plan is voluntary. By joining the Plan, the Participant agrees to invest a set amount in the purchase of Shares over a maximum of three purchase cycles (2017, 2018, 2019), maintaining the right to waive participation in the Plan or adherence to one of the purchase cycles throughout its duration.

Participants will benefit from a maximum Discount on the Purchase Price differentiated on the basis of the category they fall in (as described in point 1.2).

An individual annual cap in Euro will be introduced on the Discount reserved for each Participant; an individual annual cap will be introduced on the investment which, in any case, shall not exceed Euro 26,670 for Managers who take part in two annual purchase cycles.

Employees who join the Plan, with the exception of Senior Executives, will receive a one-off Entry Bonus of 6 free shares on their first purchase. For Employees who have already participated in at least one of the purchase cycles for 2014, 2015 and 2016, the Entry Bonus will be higher and in particular will be equal to 8 shares. For the second and third year of participation, the Entry bonus will be 3 shares, for all the participants, again with the exception of Senior Executives.

Therefore, the number of Shares each Participant will purchase will be determined on the basis of the size of the investment, the Discount applied and the Purchase Price. The Purchase prince in particular will be established as the Stock Exchange average share price over the 5 days following the end of the Subscription Period and will be fixed before the purchase window to ensure greater investment certainty.

In addition, a Loyalty Bonus is envisaged of 5 shares, for those who decide to extend the Retention Period for shares purchased under the first edition of the plan in 2014, 2015, and 2016. This bonus is applicable for each of the past purchase cycles.

A total maximum of 600,000 Treasury Shares will be reserved for the Discount, Loyalty Bonus and Entry Bonus over the whole duration of the Plan (three cycles).

For instance, as already mentioned, a change could be made to the indicated Discount, excluding in any case Senior Executives, not exceeding the 25% cap for all the other Participants, and/or an individual annual cap in Euro could be introduced on the Discount.

In particular, Prysmian reserves the right to decide whether and how to allocate Treasury Shares to the Plan, again up to a maximum of 600,000, which are unused following purchases, exclusively in favour of Managers who can, with further windows, in any case benefit from a Discount of no more than 25% and within the investment limits to be defined and which, in any case, cannot be greater than the maximum annual individual investment.

2.4 Reasons underlying any decision to assign financial instrument-based compensation plans not issued by Prysmian

Not applicable since the Plan is based only on Prysmian Shares.

2.5 Significant tax and accounting implications

The Prysmian Group currently operates in around 50 countries, many of which will be involved in the Plan based on legal and tax evaluations.

The Plan will be subject to the tax, social security and/or accounting law in force from time to time in each country where Participants reside.

2.6 Any support to the Plan by the Special fund to encourage workers' participation in businesses, pursuant to Article 4, paragraph 112, of Italian Law No. 350 of 24 December 2003

The Plan does not receive any support by the Special fund to encourage workers' participation in businesses, pursuant to Article 4, paragraph 112, of Italian Law No. 350 of 24 December 2003.

3 APPROVAL PROCEDURE AND TIMING FOR THE ASSIGNMENT OF INSTRUMENTS

3.1 Scope of powers and functions delegated by the Shareholders' Meeting to the Board of Directors in order to implement the Plan

On 24 February 2016, the Board of Directors, at the proposal of the Remuneration and Appointments Committee meeting held on 26 January 2016, resolved, among other things, to submit this Plan for approval to the Ordinary Shareholders' Meeting called on 13 April 2016 on single call.

The Meeting will be asked to delegate to the Board every necessary and appropriate power to regulate and execute the Plan. In particular, purely as an example, the Board of Directors will have the power, with the right to sub-delegate, to: (i) approve the Regulations which will govern the Plan, (ii) define the local variants of the Plan, (iii) specify in which countries the Plan will be implemented, on the basis of technical and factual considerations. All this in conformity with the relevant instructions established in the Information Document.

3.2 Parties appointed to administrate the Plan

The body responsible for all the decisions referring to the Plan – without prejudice to the authority reserved to the Shareholders' Meeting – is the Board of Directors of the Company, which will supervise the implementation of the Plan, the definition of the regulations and the operational management of the Plan. The Board of Directors will also be granted all the powers indicated, purely as an example, in the previous point, with right to sub-delegate. However, the decisions in regard to the Plan will be taken by the Board only following a favourable opinion from the Remuneration and Appointments Committee. In any case, the Directors, that are Group employees and therefore potential beneficiaries, will refrain from participating in votes on the Plan.

3.3 Procedures in place for the review of the Plan, including in relation to any changes to fundamental objectives

The Board of Directors, during the implementation phase, will determine, subject to the prior favourable opinion of the Remuneration and Appointments Committee, the regulations of the Plan, based on which possible procedures for the review of the Plan will be established.

3.4 Description of the procedures to determine the availability and allocation of the financial instruments on which the Plan is based

The Plan envisages the offer to Employees to purchase Prysmian Shares with a maximum Discount equal to 25% which will be paid in the form of Treasury Shares.

Employees joining the Plan, except for Senior Executives, will receive a one-off Entry Bonus of 6 free shares on their first purchase if new participants or 8 shares, if participants for at least one year of the first edition of the plan. In the second and third year of participation, this Entry Bonus will be 3 shares.

Employees who then may decide to extend the Retention Period of the shares purchased under the Plan in 2014, 2015 and 2016 for a further 36 months on expiry will receive 5 shares (Loyalty Bonus) for each extended cycle.

3.5 Role played by each director in determining the characteristics of the Plan

The decision to promote the Plan, with its related terms and conditions, was made by Prysmian's Human Resources and Organisation Department with the help of external consultants and was submitted for examination to the Remuneration and Appointments Committee, consisting of independent directors who are not Beneficiaries of the Plan, on 15 February 2016, in conformity with the recommendations of the Corporate Governance Code for listed companies issued by Borsa Italiana S.p.A.

Information Document – Prysmian Group 10

The proposal was then approved by the Board of Directors on 24 February 2016, with the Directors Beneficiaries of the Plan abstaining, at the recommendation of the Remuneration and Appointments Committee, to then be submitted for approval to the Shareholders' Meeting.

3.6 Date of the decision taken by the body competent to propose the approval of the Plan to the Shareholders' Meeting

The Board of Directors, at the recommendation of the Remuneration and Appointments Committee of 26 January 2016, during the meeting held on 24 February 2016 decided to submit the Plan for approval to the Shareholders' Meeting.

3.7 Date of the decision taken by the body competent to assign instruments.

Not applicable since, at the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.

3.8 Prysmian's Share Price as at the dates of the decisions concerning the Plan proposal and the assignment of the Shares

On 26 January 2016, Prysmian's ordinary share price on the MTA market organised and managed by Borsa Italiana S.p.A. was Euro 18,87.

On 24 February 2016, Prysmian's ordinary share price on the MTA market organised and managed by Borsa Italiana S.p.A. was Euro 17,71.

3.9 Control measures adopted by the Company should the assignment date coincide with the disclosure of any significant information in accordance with Art. 114, paragraph 1, of Italian Legislative Decree No. 58 of 24 February 1998

The identification of possible control measures will be delegated to the Board during the determination of the regulations governing the Plan, without prejudice to the fact that the Plan will be executed, in any case, in full compliance with the disclosure requirements pending on the Company, in order to guarantee transparency and consistency of information disclosed to the market, as well as compliance with the procedures adopted by the Company.

In particular, the purchase date of the Shares will not fall in periods close to the publication of accounting data and price-sensitive information relating to the Group's financial results.

4 CHARACTERISTICS OF THE INSTRUMENTS ASSIGNED

4.1 Description of the ways in which the compensation plans based on financial instruments are structured

The Plan regards the possibility, reserved to Employees, to purchase Prysmian Shares with a maximum 25% Discount on the Purchase Price, which will be paid in the form of treasury shares.

The Shares Held will be subject to a Retention Period, during which they cannot be sold and/or transferred, except in extraordinary cases. During the implementation phase of the Plan, when its characteristics will be defined in detail, the exceptional cases will be defined in detail also to guarantee conformity with local legislation. For example, the sale may be authorised in advance in case of serious health reasons or to facilitate the purchase of a first home.

4.2 Period of actual implementation of the Plan also with reference to any different cycles envisaged

The Plan envisages three purchase cycles: in 2017, 2018, and 2019. The Employee who joins the Plan agrees to purchase Shares for an amount in Euro determined by them, equal to a minimum of Euro 100. The exchange rate for those who do not invest in euro is set at the end of the Subscription Period.

The Vesting of the Shares Held under the Plan is immediate, however a Retention Period is established during which the Shares Held cannot be sold and/or transferred.

The Shares Subscription and Purchase dates will be established during the implementation phase of the Plan.

During the implementation phase of the Plan, when its characteristics will be defined in detail, some of these may be adjusted in order to guarantee the conformity of the Plan to the local legislation, making it tax-effective, and facilitating its implementation so as to ensure participation is as broad as possible. For example, the Retention Period may last three years or more.

The actual implementation of the 2018 and 2019 cycles remains subject to the discretion of Prysmian based on the adherence results for the first year.

4.3 The Plan term

The Vesting of the Shares Held under the Plan is immediate, however a Retention Period is established during which the Shares cannot be sold and/or transferred. Therefore, in the case of the minimum threeyear Retention period set by the Plan, this restriction relating to the Shares Held under the first cycle will end in 2020, 36 months after the purchase date; the Retention Period relating to the second cycle will end in 2021, 36 months after the purchase date; the Retention Period relating to the third cycle will end in 2022, 36 months after the purchase date.

The extension of the Retention Period for the shares purchased in 2014, 2015 and 2016, for 36 months, if subscribed, will take the deadline for the related Retention Periods to 2020, 2021 and 2022.

4.4 Maximum number of financial instruments assigned each tax year

A total maximum of 600,000 Treasury Shares will be reserved for the Discount, the Loyalty Bonus and Entry Bonus over the whole duration of the Plan (three cycles).

The number of Shares actually allocated to the Plan will depend on the number of Participants, the size of the individual investment, the Discount applied, and the Purchase Price.

4.5 Methods and clauses for the implementation of the Plan

See points 4.1 and 4.2.

4.6 Availability restrictions pending on instruments

The Shares Held by Participants in the Plan cannot be sold and/or transferred for the duration of the Retention Period, except under particular circumstances. At the end the Retention Period, Participants can choose whether to sell, keep or transfer the Shares.

Any dividends due will be paid to Participants also during the Retention Period; Participants will also acquire the voting rights attached to the Shares Held under the Plan.

At the end of the Retention Period, the Shares Held by Participants cannot be transferred to the Company.

4.7 Possible termination conditions in relation to the attribution of plans should the Beneficiaries carry out hedging operations that enable the neutralisation of any prohibitions on the sale of the financial instruments assigned

No termination conditions apply should Participants carry out hedging operations that enable the neutralisation of any prohibitions on the sale of the Shares assigned.

4.8 Description of the effects determined by the termination of the employment

The Shares Held under the Plan will be subject to a Retention Period, during which they cannot be sold and/or transferred, unless in extraordinary cases, also in the case of employment termination due to voluntary resignation, retirement, or dismissal for just cause.

During the implementation phase of the Plan, the Regulations will establish the different effects in case of employment termination, depending on the cause and the time of the event. The restrictions envisaged in the Retention Period will not apply for various cases including, but not limited to, collective dismissals by the Group, death, permanent disability, delisting/takeover bid, transfer of company branches, and disposal of a Subsidiary.

4.9 Indication of any other causes for the cancellation of the plans

Any other causes for the cancellation of the Plan will be specified during its implementation.

4.10 Reasons in relation to the potential provision for redemption by the company of the financial instruments

There is no provision for redemption of the Shares by the Company.

4.11 Possible loans or other benefits for the purchase of the Shares

No loans will be granted. The amount to be invested in the Plan may be accumulated through monthly instalments to be deducted from the salary.

4.12 Assessment of the expected burden for the company on the date of assignment

At the date of preparation of this Information Document, there were not enough elements to make reasonable assumptions about the expected burden for the Company, since this depends on various factors that cannot be predicted.

4.13 Possible dilution effects on the capital determined by the compensation plans, with specific reference to the assignment of shares

For the purposes of implementing the Plan, Prysmian will use Treasury Shares. Therefore, there will be no dilution effects on the share capital.

4.14 Possible limits envisaged for the exercise of voting rights and the attribution of equity rights

No limits are envisaged for the exercise of voting rights and the attribution of equity rights within the limits set out in this Information Document.

4.15 Information about shares not traded on regulated markets

Not applicable since the Shares are admitted to trading on the Electronic Stock Market organized and managed by Borsa Italiana S.p.A.

The Table attached to Scheme No. 7 of Annex 3A to the Issuers' Regulations will be set out in further detail and updated from time to time during the implementation phase of the Plan pursuant to Article 84 bis, paragraph 5 letter a) of the Issuers' Regulations.

Milan, 7 March 2016

On behalf of the Board of Directors The Chief Executive Officer

Annexes: Table no. 1, Scheme no. 7 of Annex 3A of the Issuers' Regulations.

	Position	BOX 1
		Options
		Section 1 New ly assigned options on the basis of the decision:
Name or category		 of the BoD on proposal by the shareholders' meeting
			 of the competent body in implementation of the shareholders' meeting resolution
		Date of shareholders' meeting	Description of the instrument	Number of financial instruments underlying options assigned for each	Date of assignment by the board or the competent body	Strike price	Market price of the financial instruments as at the assignment	Option maturity date
		(mm/dd/yyyy)		person or category (*)	(mm/dd/yy)	(**)	date	(mm/dd/yyyy)
Valerio Battista	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	827	May/June 2014	N.A.	16,50	November 2013 May 2014
Pier Francesco Facchini	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	827	May/June 2014	N.A.	16,50	November 2013 May 2014
Fabio Ignazio Romeo	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	827	May/June 2014	N.A.	16,50	November 2013 May 2014
Massimo Battaini	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	827	May/June 2014	N.A.	16,50	November 2013 May 2014
Notes:
n. 3 Manager with strategic responsibilities		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	423	May/July 2014	N.A.	16,5/15,75	November 2013 May 2014
n. 225 Manager		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	41.176	May/July 2014	N.A.	16,5/15,75	November 2013 May 2014
n. 4816 Other employees		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	68.811	May/June 2014	N.A.	16,50	November 2013 May 2014
n. 491 Other employees (France)		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	33.380	May/June 2014	16,96	16,61	November 2013 May 2014
Notes: (*) The number of financial instruments granted depends on the individual investment, the discount applicable and the purchase price paid by the intermediary in charge of financial instruments.

(**) The Plan foresees the free allocation of company's shares. Only for participants employees of companies based in France is expected, in addition to the free allocation, the sale of company's shares at a purchase price not currently available .

		BOX 1 Options
		Section 2 New ly assigned options on the basis of the decision:
		 of the BoD on proposal by the shareholders' meeting
Name or category	Position	Date of shareholders' meeting	Description of the instrument	Number of financial instruments underlying options assigned for each	Date of assignment by the board or the competent body	Strike price (**)	Market price of the financial instruments as at the assignment	Option maturity date
		(mm/dd/yyyy)		person or category (*)	(mm/dd/yy)		date	(mm/dd/yyyy)
Valerio Battista	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	712	July 2015	N.A.	19,91	January 2015 July 2015
Pier Francesco Facchini	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	712	July 2015	N.A.	19,91	January 2015 July 2015
Fabio Ignazio Romeo	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	712	July 2015	N.A.	19,91	January 2015 July 2015
Massimo Battaini	Director of the Issuer	16/04/2013	Options over ordinary shares of Prysmian S.p.A.	712	July 2015	N.A.	19,91	January 2015 July 2015
Notes:
n. 3 Manager with strategic responsibilities		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	1.016	July 2015	N.A.	19,91	January 2015 July 2015
n. 140 Manager		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	17.306	July/september 2015	N.A.	19,91/18,35	January 2015 August 2015
n. 3219 Other employees		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	64.216	July 2015	N.A.	19,91	January 2015 July 2015
n. 380 Other employees (UK)		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	8.646	May 2015		20,89	November 2014 May 2015
n. 349 Other employees (France)		16/04/2013	Options over ordinary shares of Prysmian S.p.A.	20.667	July 2015	19,72	20,71	January 2015 July 2015
Notes:

(*) The number of financial instruments granted depends on the individual investment, the discount applicable and the purchase price paid by the intermediary in charge of financial instruments. (**) The Plan foresees the free allocation of company's shares. Only for participants employees of companies based in France is expected, in addition to the free allocation, the sale of company's shares at a

					BOX 1
		Options
		Section 3 New ly assigned options on the basis of the decision:
		 of the BoD on proposal by the shareholders' meeting
Name or category	Position	Date of shareholders' meeting	Description of the instrument	Number of financial instruments underlying options assigned for each	Date of assignment by the board or the competent body	Strike price	Market price of the financial instruments as at the assignment	Option maturity date
		(mm/dd/yyyy)		person or category (*)	(mm/dd/yy)	(**)	date	(mm/dd/yyyy)
Valerio Battista	Director of the Issuer	16/04/2015	Options over ordinary shares of Prysmian S.p.A.	298.219	May/June 2014	N.A.	19,10	January 2015 December 2017
Pier Francesco Facchini	Director of the Issuer	16/04/2015	Options over ordinary shares of Prysmian S.p.A.	114.854	May/June 2014	N.A.	19,10	January 2015 December 2017
Fabio Ignazio Romeo	Director of the Issuer	16/04/2015	Options over ordinary shares of Prysmian S.p.A.	131.636	May/June 2014	N.A.	19,10	January 2015 December 2017
Massimo Battaini	Director of the Issuer	16/04/2015	Options over ordinary shares of Prysmian S.p.A.	118.136	May/June 2014	N.A.	19,10	January 2015 December 2017
Notes:
n. 3 Manager with strategic responsibilities		16/04/2015	Options over ordinary shares of Prysmian S.p.A.	258.840	May/July 2014	N.A.	19,10	January 2015 December 2017
n. 328 Manager		16/04/2015	Options over ordinary shares of Prysmian S.p.A.	1.672.143	May/July 2014	N.A.	19,10	January 2015 December 2017
Notes:

(*) The number of financial instruments granted depends from the target assigned for performance shares, the co-investment profile chosed, the MBO results, in same cases still estimated, for the 2015 (**) The Plan foresees the free allocation of company's shares.