prysmian

e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e

REPORT OF THE BOARD OF DIRECTORS OF PRYSMIAN S.P.A. ("PRYSMIAN" OR THE "COMPANY") ON ITEM NUMBER FOUR OF THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING SCHEDULED ON 16 APRIL 2026 (THE "SHAREHOLDERS' MEETING"), CALLED TO RESOLVE UPON AN INCENTIVE PLAN RESERVED TO EMPLOYEES AND EXECUTIVES DIRECTORS OF PRYSMIAN S.P.A. AND OF ITALIAN AND FOREIGN PRYSMIAN GROUP'S COMPANIES, PURSUANT TO ARTICLE 125-TER OF THE ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 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.

prysmian

CERTIFIED

Incentive plan: resolutions under article 114-bis of Italian Legislative Decree 58/98.

By decision of 25 February 2026, the Board of Directors, according to the proposal by the Remunerations and Nominations Committee, decided to submit to the Shareholders' Meeting for approval, under art. 114-bis, paragraph 1, of Legislative Decree 58 dated 24 February 1998, a long-term incentive plan based on financial instruments reserved to employees and executive Directors of Prysmian and of Prysmian Group's companies (the "Plan"), as well as the granting to the Board of Directors of appropriate powers to implement it.

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.

In relation to the above, the following resolution is submitted for the approval of the Shareholders' Meeting in ordinary session:

"The Shareholders' Meeting,

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

to approve the long-term incentive plan reserved to employees and executive Directors of Prysmian S.p.A. and of Italian and foreign Prysmian Group's companies, as described in the Information Document;
to grant the Board of Directors, and on behalf of it to the Chairperson of the Board of Directors and to the Chief Executive Officer in office pro tempore, separately and with the power to sub-delegate, with all the necessary and appropriate powers in order to implement the terms and conditions and to execute the long-term incentive plan. In particular, purely by way of an example, the Board of Directors will have the authority to: (i) identify the participant to the plan, as well as determine the quantity of shares to be awarded to each of them, on the basis of the actual achievement of the plan's performance conditions; (ii) establish the initial performance conditions to which the grant of the shares will be subordinated and making any changes and/or defining possible corrective measures aimed at ensuring consistency between the basic assumptions that determined the result forks and the conditions that actually occurred during the performance period with the aim of maintaining an adequate level of convergence of the interests of the participants with those of shareholders in pursuing the creation of sustainable value over time, ensuring adequate communication to the market of the assessments made and any changes adopted; (iii) establish every other term and condition for the execution of the plan; (iv) approve the regulations governing the Plan. For the execution of the long-term incentive plan, the Board of Directors could assign shares to the participants by newly issued shares resulting from a share capital increase, free of charge, in accordance with Art. 2349 of the Civil Code and/or by existing shares already owned by the Company;
to grant the Chairperson of the Board of Directors and the Chief Executive Officer, pro-tempore 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."

Milan, 13 March 2026

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prysmian

LONG-TERM

INCENTIVE PLAN

FOR THE MANAGEMENT

2026-2028

The planet's pathways

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with

GENETICS

CERTIFIED

Document prepared pursuant to article 114 bis of Legislative Decree 58/98 and article 84 bis, paragraph 1 of the Regulation adopted by Consob with Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented.

Prysmian S.p.A.

Shareholders' Meeting, 16 April 2026

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with allotment

CERTIFIED

LONG-TERM INCENTIVE PLAN

FOR THE MANAGEMENT 2026-2028

Definitions 02
Introduction 06
1. Beneficiaries 08
2. Reasons for the adoption of the Plan 10
3. Approval procedure and time frame for allocation of instruments 14
4. Features of the allocated instruments 17

CODEX

CERTIFIED

DEFINITIONS

The terms used in this document and their respective definitions are set out below.

Terms and expressions defined in the masculine gender shall also be deemed to be defined in the feminine gender, and terms and expressions defined in the singular shall also be deemed to be defined in the plural.

Adjusted EBITDA

Indicates as EBITDA before charges and income considered non-recurring, or not relating to own activity for the year in question or linked to restructuring or reorganisation operations. EBITDA refers to profit (/loss) for the year, gross of the economic effect of fair value variation in raw material prices, other items measured at fair value, depreciation and amortisation, financial charges and dividends from other companies and of taxes. The cumulative Adjusted EBITDA of the financial years 2026, 2027, 2028 is one of the Plan Performance Conditions.

Award

Indicates the possible delivery of the Shares to Participants, at the end of the Vesting period, and subject to verification that the Performance Conditions, where applicable, and the other conditions set out in this Information Document and in the Plan Regulations have been achieved.

Board

Indicates the Board of Directors of Prysmian S.p.A.

Bonus

Indicates the short-term variable component of the remuneration of each Participant, linked to the achievement of predefined objectives relating to a one-year period, which provides for the grant of Deferred Shares.

Claw-back & Malus

Refers to the contractual mechanisms that provide for the reduction, forfeiture, non-vesting and/or return, even partial, of the Shares (or the income deriving from the sale of the Shares), including both Shares that have not yet been awarded or vested as well as Shares that have not yet been awarded or vested as well as Shares that have already been awarded and Shares under Lock-up. already been awarded and Shares under Lock-up.

Deferred Shares

Indicates one of the components of the Plan, according to which the Participant agrees to receive a 50% portion of the Bonus for the years 2026, 2027 and 2028, when accrued, on a deferred basis and in Shares, subject to the continuation of the Employment Relationship.

The number of Deferred Shares granted is obtained by dividing the euro value of 50% of the accrued Bonus for each year by the average closing price of the Share recorded in the 90 calendar days before the Shareholders' Meeting that approves the financial statements for the years 2025 (relative to the Bonus accrued for the year 2026), 2026 (relative to the Bonus accrued for the year 2027) and 2027 (relative to the Bonus accrued for the year 2028). The number of Deferred Shares granted to each Participant is rounded down to the nearest whole unit.

Employment Relationship or Employment

Indicates the Employment relationship between the Participant and the Group and/or the executive director and Group companies.

CERTIFIED

ESG Performance Condition

Indicates one of the Plan's Performance Conditions, linked to the achievement of the ESG objective "Sustainability-linked revenues".

Free Cash Flow

Indicates the cash flow available to all investors (bondholders and shareholders) after the Company has made all its necessary investments, paid its operating expenses and taxes, and net of financial income and expenses.

The cumulative Free Cash Flow of the financial years 2026, 2027, 2028 is one of the Performance Conditions of the Plan.

Grant

Indicates the granting of the Performance Shares, Deferred Shares, and Matching Shares under the terms and conditions of the Plan.

Group or Prysmian Group

Indicates Prysmian S.p.A. and its Subsidiaries.

Information Document or Document

Indicates 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.

Issuers' Regulation

Regulation adopted by Consob with Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented.

Lock-Up

Indicates the two-year period starting from the end of the Vesting Period during which a percentage of the Performance Shares awarded will be subject to availability restrictions and therefore cannot be transferred or sold in any way or for any reason.

Managers with Strategic Responsibilities

Indicates the jobholders who have direct or indirect power and responsibility for the planning, management and control of the Company's activities, including the directors (executive or non-executive) of the Company, pursuant to Annex 1 of Consob Resolution No. 17221 of 12.3.2010 ("Rules on related party transactions").

Matching Shares

Refers to one of the components of the Plan, according to which the Participant receives 0.5 additional Shares for every Deferred Share.

For the CEO and Top Management, the Award of the Matching Share component is subject to the achievement of the Target performance of the ESG Performance Condition. The number of Matching Shares awarded is rounded down to the nearest whole unit.

Maximum

With reference to the Performance Conditions, this is the performance achievement level at which the Award of the predetermined maximum number of granted Performance Share vests.

Maximum Cap

Refers to the maximum number of financial instruments available to the Plan and consists of 4,000,000 Shares.

Definitions

Introduction

Beneficiaries
Reasons for the adoption of the plan
Approval procedure and time frame for allocation of instruments
Features of the allocated instruments

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Fair Storage
CERTIFIED

The limit set by the Maximum Cap prevails over the Participants' right to receive the Performance Share component and may lead to a reduced Award of Shares.

Panel or TSR Panel

Indicates the panel which includes the companies and the Euro Stoxx 600 Industrial Goods and Services index and S&P 500/cap Goods index which represent the comparison sample for measurement in relative terms of Prysmian TSR.

Participants

Indicates the beneficiaries of the Plan identified among the employees and/or executive directors of companies belonging to Prysmian Group, who have decided to participate in the Plan, accepting its regulations and related implementation documentation.

Performance Conditions

Indicates the predetermined objectives to be achieved for the Award of Performance Shares. For the CEO and Top Management, the Award of the Matching Share component is subject to the achievement of the ESG Performance Condition.

Performance Period or Vesting Period or Vesting

Refers to the three-year period between 1 January 2026 and 31 December 2028, after which the level of achievement of the Performance Conditions for the Award of the Performance Shares will be evaluated. For the CEO and Top Management, at the end of the three-year period, the level of achievement of the ESG Performance Condition for the Award of Matching Shares will be evaluated.

Performance Shares

Refers to one of the components of the Plan and consists of the free Award to Participants of a predetermined number of Shares in accordance with the terms and conditions of the Plan, including the achievement of predetermined Performance Conditions.

The number of Performance Shares awarded to each Participant following the achievement measurement of the Performance Conditions is rounded down to the nearest whole unit.

Plan

Refers to this incentive Plan, subject to approval by the Shareholders' Meeting convened on 16 April 2026, consisting of the following components: Performance Shares, Deferred Shares with associated Matching Shares.

Prysmian or Company

Refers to Prysmian S.p.A.

Relative Total Shareholder Return (TSR)

The relative TSR indicates the total return for the shareholder and its value is calculated by adding to the difference between the average closing price of the share in the months of January, February and March 2026 and the average closing price of the share in the month of October, November and December 2028, the amount of dividends per share, ordinary and extraordinary, paid to shareholders in the three year period between January 1, 2026 and December 31, 2028. This amount is divided by the average closing price of the stock recorded in the months of January, February and March 2026 and multiplied by one hundred to arrive at an overall return percentage. The relative TSR is one of the Performance Conditions of the Plan.

Remunerations and Nominations Committee

Indicates the Remunerations and Nominations Committee established within the Board of Directors of Prysmian S.p.A.

CERTIFIED

Return on Capital Employed (ROCE)

The average Return on Capital Employed (ROCE) is one of the Performance Conditions of the Plan. ROCE is the ratio between annual Adjusted EBIT and average annual Net Invested Capital. Adjusted EBIT means EBIT before expenses and income considered non-recurring in nature. Therefore, it means the Profit (/loss) for the year gross of the economic effect of the change in the fair value derivatives on raw material prices, other items designated at fair value, write-downs, financial income and charges, dividends from other companies and taxes and the impacts of stock incentive plans. Net invested capital means the algebraic sum of net fixed assets, net working capital, funds (excluding personnel funds and the antitrust fund), excluding the fair value of commercial derivatives, deferred taxes and investments in associated companies.

Safety Underpin

It is the mechanism by which, if a fatal accident occurs during the Performance Period, the number of Performance Shares linked to the ESG Performance Condition for the year/s in which this event occurs is zeroed out.

Shareholders' Meeting

Prysmian S.p.A. Shareholders Meeting.

Prysmian S.p.A. ordinary shares.

Sustainability-Linked Revenues

Indicates one of the Plan's Performance Conditions.

The "Sustainability-linked revenues" KPI measures the percentage of total revenues generated by products and solutions that ensure a positive environmental impact, or a reduction in negative impact compared to the industry standard. This is a custom indicator developed by Prysmian, classified as an entity-specific KPI, constructed according to a proprietary methodology and completely independent of the criteria, definitions, and logic of the EU Taxonomy, with which it does not share the same approach, purpose, or technical criteria. The methodology is governed by internal operating procedure OPR&DCD003 – Share of revenues linked to sustainable products, an official document shared with all subsidiaries/operating units via the company intranet..

The KPI includes revenues from Sustainable Product Lines (SPL), i.e., product lines that meet the sustainability criteria established by the Group. For further details, please refer to the Methodological Note included in the 2025 Integrated Annual Report.

Target

With reference to the Performance Conditions, this is the level of performance that must be achieved for the Award of 100% of the Performance Shares granted. For the CEO and Top Management, the achievement of this performance level in relation to the ESG Performance Condition is necessary for the Award of the Matching Shares.

Threshold

With reference to the Performance Conditions, this is the level of performance that must be achieved for the Award of a predetermined minimum number of Performance Shares, as defined in this Information Document and in the Plan Regulations.

Top Management

Refers to senior executive positions in the Group and includes the positions reporting directly to the CEO, positions covered by executive directors and Managers with strategic responsibilities and some second level positions reporting to the CEO managing key business areas.

TUF

Legislative Decree No. 58/98, as amended and supplemented.

Definitions

Introduction

Beneficiaries
Reasons for the adoption of the plan
Approval procedure and time frame for allocation of instruments
Features of the allocated instruments

CERTIFIED

INTRODUCTION

This Information Document is the subject of an explanatory report to the Shareholders' Meeting convened on 16 April 2026 to resolve upon the proposal to adopt the long-term incentive Plan for the management for the 2026-2028 three-year period.

The Information Document is published to provide the Company's shareholders and the market with information on the Plan in accordance with article 84-bis of the Issuers Regulation and particularly in accordance with Schedule 7 of Annex 3A of the Issuers Regulation.

It should be noted that the Plan should be considered "of particular importance" pursuant to article.

The Plan is based on the free Award of Shares and consists of the following components:

Performance Shares

a component consisting of the free Award of Shares in relation to the level of achievement of Performance Conditions measured over a three-year period, subject to continuity of the Employment Relationship during the Vesting Period. A % of the awarded Performance Shares will be subject to Lock-up.

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with storage
CERTIFIED

Deferred Shares

a component consisting of the deferred payment through Award of free Shares, subject to continuity of the Employment Relationship, of a portion of the 2026, 2027, 2028 Bonus, if accrued. The accrual of the Bonus is subject to the achievement of specific economic, financial, operational and sustainability performance objectives defined in advance each year. The number of Deferred Shares granted to each Participant is determined dividing the gross amount corresponding to 50% of the 2026, 2027, 2028 actual Bonus by the average Share price in the 90 days preceding the Shareholders' meeting which approves the Annual Report for the years 2025, 2026, 2027 respectively. The Award of the Deferred Shares occurs at the end of the Vesting Period and is subject to continuity of the Employment Relationship.

Matching Shares

a component consisting of the free Award of an additional 0.5 Share for each awarded Deferred Share, subject to continuity of the Employment Relationship during the Vesting Period. For the Group CEO and Top Management, the Matching Share component is subject to the achievement of at least the Target level of the ESG Performance Condition.

The adoption of the Plan will be submitted for the approval of the Company's ordinary Shareholders' meeting convened for 16 April 2026, in single call.

This Information Document is prepared on the basis of the Remunerations and Nominations Committee’s proposal to adopt the Plan, approved by the Board of Directors on 25 February 2026.

The detailed information required by para. 4.4. below (i.e. the maximum number of financial instruments granted to subjects identified by name or to the categories indicated) is not available at the date of this document and will be provided in accordance with article 84-bis, paragraph 5, letter a), of the Issuers Regulation.

This Information Document is available to the public at the registered offices of Prysmian SpA, Via Chiese 6 Milan, at Borsa Italiana SpA and on the Company site www.prysmian.com.

Definitions

Introduction

Beneficiaries
Reasons for the adoption of the plan
Approval procedure and time frame for allocation of instruments
Features of the allocated instruments

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BENEFICIARIES

1.1 Names of the Beneficiaries who sit on the Board of Directors or on the governing body of the Issuer of the financial instruments, as well as any parent companies or direct or indirect Subsidiaries thereof

The Plan may include the following beneficiaries who are also members of the Board of Directors of Prysmian S.p.A.:

Massimo Battaini
Chief Executive Officer and General Manager
Pier Francesco Facchini
Executive Director with the role of Chief Financial Officer

Participants may also include certain individuals who hold positions on the board of directors of Group companies; it should be noted that these individuals, despite holding corporate positions in one or more Group companies, will be identified by the Board of Directors as Participants, for the purpose of the Plan, due to the organizational position they hold within the Group by virtue of their employment relationship.

These individuals do not receive any remuneration as directors but are paid exclusively by the company with which they have an employment relationship and by virtue of that relationship.

1.2 Categories of employees or contractors of the Issuer of the financial instruments, and/or of any and all the parent companies and Subsidiaries thereof

The recipients of the Plan are employees of Group companies in Italy and abroad and/or directors of the Company, considered key resources for the pursuit of sustainable long-term success. Participation in the Plan is voluntary.

The Plan involves four categories of recipients for a total of approximately 1,250 Participants:

	Recipients	Description
1	Chief Executive Officer
2	Top Management	about 50 managers who hold key positions in the Group (including Managers with strategic responsibilities)
3	Executives	about 430 people belonging to different business and operating units worldwide, selected on the basis of their roles
4	Additional participants	about 770
Plant Managers not included in the preceding categories
Key Senior Managers
Managers and Professionals, individually identified, who cover critical role within the organization, selected on the basis of their position, performance and critical skills.

CERTIFIED

1.3. Named indication of plan beneficiaries belonging to the following groups

(a) General Managers of the issuer of financial instruments

The Plan includes within the participants the Chief Executive Officer, Massimo Battaini, who also holds the office of General Manager.

(b) Other managers with strategic responsibilities of the issuer of financial instruments if they have received, during the year, total remuneration (obtained by adding monetary remuneration and financial instrument based remuneration) greater than the highest total remuneration including those awarded to members of the board of directors or management board, and to the general managers of the issuer of financial instruments.

Not applicable as no Managers with strategic responsibilities received, during the year, total remuneration higher than the highest remuneration paid to members of the Board of Directors.

Not applicable as there are no natural persons controlling the issuer.

1.4. Description and separate numerical indication for categories of other Managers with strategic responsibilities (other than those indicated in paragraph 1.3) and any other categories of employees or contractors for which different characteristics have been provided under the plan (for example, executives, middle managers, employees etc.)

The number of participants who will be included in the Plan is approximately 1,250, including two Executive directors and four additional Managers with strategic responsibilities.

The Plan provides for a differentiated feature in relation to the Matching Share component. For this component, the Plan provides that, for the CEO and Top Management, the Award of Matching Shares is subject to the achievement of a level equal to at least the Target of the ESG Performance Condition.

The Plan provides for a differentiated feature for the Chief Internal Audit Officer, for whom the Performance Conditions described in this Document will have a 70% weighting in determining the number of Performance Shares that will actually be awarded, and a specific function objective, linked to the outcome of the quality assessment conducted by third parties, will have a 30% weighting.

In addition, the Plan may provide for differentiated characteristics for Participants, if identified, who are employees of Oman Cables Industry SAOG, which is part of the Group, for whom the performance conditions of the subsidiary may also be included, replacing certain other Performance Conditions of the Plan.

During the implementation phase of the Plan, in which its details will be defined, certain features may be subject to adjustments aimed at ensuring the Plan's compliance with local legislation and/or foreign exchange regulations and/or tax effectiveness and/or at facilitating its implementation at local level.

Definitions

Introduction

Beneficiaries
Reasons for the adoption of the plan
Approval procedure and time frame for allocation of instruments
Features of the allocated instruments

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sale storage
CERTIFIED
Oo

REASONS FOR THE ADOPTION OF THE PLAN

2.1 and 2.1.1 Objectives to be achieved by the allocation of these plans

The main objectives for the Plan are:

motivating Participants
to achieve long-term results oriented towards creating sustainable value over time
planning the interests
of management and shareholders
through the use of equity incentives
promoting stable participation
of the management in the Company's share capital
ensuring the long-term sustainability
of the Group's annual performance
through the payment of a portion of
the annual Bonus in Deferred Shares
strengthening the engagement and retention
of participants in the long-term also through the Matching Share mechanism.

2.2 and 2.2.1 Key variables also in the form of performance indicators considered for the purpose of allocation of financial instrument-based plans

Regarding the Performance Share component, the number of Shares that will be actually awarded to each Participant will be determined based on the level of achievement of Performance conditions - economic and financial, market and sustainability, as further explained below.

For each Participant, the Plan provides for the Grant of a predetermined number of Performance Shares corresponding to the achievement of the Target performance level for all Performance Conditions. Each Performance Condition has a relative weighting in determining the number of Performance Shares to be awarded. The number of Performance Shares awarded (compared to the granted Performance Shares) will vary - upwards or downwards - in relation to the achieved performance level for each Performance Condition, as illustrated in the following table:

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	Cumulative Adjusted EBITDA 2026-2028		Cumulative Free Cash Flow 2026 -2028		Average ROCE 2026-2028		Relative TSR, positioning of the Company with regard to the constituents of the Panel		Cumulative Adjusted EBITDA 2026-2028
	(weight 20%)		(weight 20%)		(weight 20%)		(weight 20%)		(weight 20%)
	Result	Share Award	Result	Share Award	Result	Share Award	Result	Share Award	Result	Share Award
THRESHOLD	7,825 €Mln	50%	3,489 €Mln	50%	16.7%	50%	median	50%	52%	50%
TARGET	8,505 €Mln	100%	4,105 €Mln	100%	18.6%	100%	--	--	55%	100%
MAX	9,100 €Mln	150%	4,721 €Mln	150%	20.4%	150%	1st, 2ndand 3rd position	200%	60%	150%

The Performance Conditions operate independently.

For each of the above Performance Conditions:

The achievement of results below the Threshold entails the non-award of Performance Shares.
The achievement of results equal to the Threshold entails the Award of 50% of the Performance Shares at target (50%).
The achievement of results equal to the Target entails the Award of the target number of Performance Shares (100%).
The achievement of results equal or above the Maximum entails the Award of the maximum number of Performance Shares, which is equal to 150% of the Performance Shares granted at target, with the exception of relative TSR for which it is equal to 200%.
The achievement of intermediate results in respect of those above mentioned entails an Award of Performance Shares calculated by linear interpolation.

Prysmian's relative Total Shareholder Return (TSR) is measured against the following Panel:

ABB

Belden
Corning
Eaton Corp
Emerson Electric

Legrand

Nexans

NKT

Rexel

S&P 500 / Capital

Goods - IG

Schneider Electric

Siemens Energy

STOXX Europe 600/Ind

Goods & Svcs (EUR)

WESCO International

The Eurostoxx 600 Industrial Goods & Services and S&P 500/cap Goods indices are two of the constituents of the Panel. For the purpose of measuring the TSR of these indexes the performance in the period between 31 December 2025 and 31 December 2028 will be taken as a reference (in case the stock markets are closed on such dates, reference will be made to the immediately preceding trading day). As regards the measurement of the TSR for Prysmian and the companies of the Panel, the average closing price of the stock in the months of January, February, March 2026 and the average closing price of the stock in October, November and December 2028 will be taken as a reference. The calculation of the TSR also includes the amount of dividends per share, ordinary and extraordinary, paid to shareholders in the three-year period between 1 January 2026 and 31 December 2028.

Definitions

Introduction

Beneficiaries
Reasons for the adoption of the plan
Approval procedure and time frame for allocation of instruments
Features of the allocated instruments

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502-525-2028
PRYSMIAN - LONG-TERM INCENTIVE PLAN FOR THE MANAGEMENT

The Board of Directors will define in detail, within the Plan regulations, the methods for measuring the TSR also in relation to, but not limited to, corporate events that may affect the companies included in the Panel, such as, for example, extraordinary transactions, mergers, acquisitions, delisting, disposals and/or liquidations.

The results in terms of TSR achieved by the companies constituting the TSR Panel, Prysmian included, will be sorted in descending order, from the company with the highest TSR result to the company with the lowest result. If the TSR achieved by Prysmian is equal to the median of the Panel, the Threshold level will be considered reached. If the TSR achieved by Prysmian results in first, second or third position, the Maximum level will be considered reached. Any intermediate positions will result in a linear calculation.

In addition, the Award of Performance Shares is subject to the so-called "Safety Underpin," the mechanism whereby, in the event a fatal accident unfortunately would occur during the Performance Period, the Performance Shares linked to the ESG Performance Condition will be zeroed out for the years(s) when the event occurred.

The Award of Performance Shares is subject to continuity of Employment during the three-year Performance Period. The transfer of a Participant between Group companies and the change of role will not determine any change with respect to the rules and amounts defined at the time of the initial grant.

A percentage of the Performance Shares awarded (differentiated according to the role assigned to the Participant) is also subject to a Lock-up period.

The Award of the Deferred Shares component is subject to the continuity of the Employment Relationship during the Vesting Period.

The Company's annual bonus plans that determine the grant of Deferred Shares and their associated Matching Shares are subject to the achievement of targets related to profitability (e.g. Adjusted EBITDA), cash (e.g. Net Financial Position), sustainability, as well as the achievement of financial-economic and operating indicators with Function, Segment or Region scope, which are determined yearly and described in the Report on the Remuneration Policy and Compensation Paid.

For the Group CEO and Top management, the Award of the Matching Share component is subject to the achievement of at least the Target level of the ESG Performance Condition. The Award of the Matching Shares component is subject to the continuity of the Employment Relationship during the Vesting Period.

The performance ranges (Threshold, Target, Maximum) are defined on the basis of the Group's current scope, in light of the accounting standards in force on 25 February 2026, and on the basis of assumptions and hypotheses related to the medium-term time frame covered by the Plan. The results achieved will be calculated considering these assumptions and hypotheses. When assessing the results, the Committee will apply the plan regulations, ensuring transparent and complete disclosure to the market regarding the criteria adopted should the above-mentioned assumptions and hypotheses undergo changes, either positive or negative, due, for example, to extraordinary transactions, significant changes in exchange rates, significant impacts resulting from the application of the IFRS 16 accounting standard, events or circumstances, including external ones, of an exceptional or extraordinary nature with a material impact on the results achieved as specified in point 3.3..

In the event of the acquisition, during the Vesting period, by a party (or parties) of a shareholding in the share capital of the Company giving rise to a mandatory public offer ("change of control"), the Participants will be entitled to receive the Performance Shares pro rata temporis according to the degree to which the Performance Conditions at the time of the change of control have been met and any Deferred and Matching Shares which might have been granted.

CERTIFIED

2.3 and 2.3.1 Elements underlying the determination of remuneration based on financial instruments, or otherwise, criteria for determining the same

With regard to the Performance Share component, the number of rights to receive Shares that will be granted to each Participant will be determined on the basis of their role and in relation to fixed and variable remuneration, so as to define for each of them an overall remuneration package that is consistent and balanced with regard to its various components (fixed/variable) and instruments (cash/equity), in line with the practices of the various local markets in which the Participants operate. The initial number of Performance Shares granted will be determined considering the average Share closing price in the 90 calendar days prior to the Shareholders' Meeting of April 16, 2026.

The number of Deferred Shares granted to each Participant is determined by dividing the gross euro value of 50% of the Bonus accrued for each year of the 2026-2028 three-year period by the average closing price of the Share recorded in the 90 calendar days before the Shareholders' Meeting that approves the financial statements for the years 2025 (relative to the 2026 Bonus), 2026 (relative to the 2027 Bonus) and 2027 (relative to the 2028 Bonus).

The number of Deferred Shares deriving from the above calculation is rounded down to the nearest whole unit.

As regards the Matching Share component, the number of Shares to be awarded is 0.5 Shares (Matching Share) for each awarded Deferred Share, rounded down to the nearest whole unit.

2.4 Reasons for any decision to allocate remuneration plans based on financial instruments not issued by the financial instruments issuer, such as financial instruments issued by subsidiaries, parent companies or third parties with respect to its group; if such instruments are not traded on regulated markets, information on the criteria used for the determination of their attributable value

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

2.5 Evaluation of significant tax and accounting implications that have impacted on the definition of the plans

There are not significant tax and/or accounting implications that have impacted on the Plan.

The Plan Participants are employees of the Prysmian Group companies or its executive directors.

The amounts relating to the Plan or the value of the Shares at the time of the actual Award will be subject to the tax, social security and/or accounting regulations in force at the time in each country where the Participants were resident during the Vesting Period of the Plan.

2.6 Possible support for the plan by the special Fund for encouraging worker participation in the companies, pursuant to article 4, paragraph 112, of Law No. 350 of 24 December 2003

The Plan does not receive support from the special Fund for encouraging worker participation in companies, pursuant to art. 4, paragraph 112, of Law No. 350 of 24 December 2003.

Definitions

Introduction

Beneficiaries
Reasons for the adoption of the plan
Approval procedure and time frame for allocation of instruments
Features of the allocated instruments

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APPROVAL PROCEDURE AND TIME FRAME FOR ALLOCATION OF INSTRUMENTS

3.1 Scope of the powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the purpose of implementing the Plan

The Committee carried out a detailed preliminary investigation on the Plan, which started in June 2025. The proposal to adopt the Plan was analyzed by the Committee in the meetings of 22 July, 23 October and 26 November 2025, 15 January, 6 February and 20 February 2026 and was examined on 25 February 2026 by the Board of Directors which approved the proposal to submit the Plan to the Company's Shareholders' Meeting, on 16 April 2026, in a single call.

The Shareholders' Meeting will be asked to grant the Board all necessary and appropriate powers to establish and implement the Plan. However, decisions regarding the Plan will be taken by the Board (with the abstention of those executive directors who are recipients of the Plan) only upon the favourable opinion of the Committee, which is composed of independent directors.

In particular, by way of example, the Board of Directors may, subject to the favourable opinion of the Committee and with the right to delegate (i) identify the recipients among the employees of Prysmian Group and, more precisely, among the members of the Board of Directors of Prysmian S.p.A. and employees of Prysmian S.p.A. and its Italian and foreign subsidiaries, determining the amount of Shares to be awarded to each of them; (ii) alter the Performance Conditions governing the Award of the Performance Shares and/or define corrective measures to ensure consistency between the base assumptions that have determined the results band and the conditions that have actually emerged during the Performance Period, aimed at maintaining an adequate level of convergence between the interests of Participants and those of the shareholders, in the pursuit of sustainable value creation over time, thereby ensuring that the market is adequately notified of the evaluations carried out and changes made; (iii) establish all other terms and conditions for the execution of the Plan; (iv) approve the rules that will govern the Plan.

3.2 The persons and parties in charge of managing the Plan, and the functions and powers thereof

The body responsible for decisions relating to the Plan, without prejudice to the prerogatives of the Shareholders' Meeting, is the Board of Directors of the Company which may be supported by the relevant corporate structures, in consultation with the Committee, for the purpose of implementing the Plan. The decisions regarding the Plan will be taken by the Board (with the abstention of those executive directors who are recipients of the Plan) only upon receiving the favourable opinion of the Committee.

3.3 Procedures, if any, for revising the Plan, especially in light of changes in the underlying targets

The Board of Directors, during the implementation of the Plan, will determine the rules of the Plan, upon favourable opinion with the Committee; these rules will serve as the basis for any procedures for the review of the Plan.

The review procedures will allow the Board, upon receiving the favourable opinion of the Committee, to redefine the parameters of the Performance Conditions should there occur events, transactions or circumstances, which may also be exogenous, of an extraordinary and/or unforeseeable and/or potentially predictable but highly uncertain nature and therefore not included in the quantification of the

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Performance Conditions that determine the Award of the Shares and which, individually or jointly, may significantly affect the economic-financial and/or operational and/or environmental and social sustainability results of the Group and/or may affect the perimeter of the Prysmian Group.

In such cases, the Committee will be called upon to evaluate the effect of such occurrences throughout the entire duration of the Plan and to define corrective actions to ensure consistency between the base assumptions that have determined the result band and the conditions that have actually emerged over the Performance Period, with the aim of maintaining an adequate level of convergence between the interests of the Participants and those of shareholders, in the pursuit of sustainable value creation over time.

The Committee will also be called on to evaluate the effect of these events, transactions or circumstances also on the other fundamental features of the Plan and to propose to the Board any changes to the Performance Conditions or other connected and related adjustments.

In carrying out these evaluations, the Committee will be called on to make proposals consistent with the basic objectives of the Plan, namely, to motivate Participants to achieve long-term results, creating sustainable value over time; align the interests of management with those of shareholders through the use of share-based incentives, thereby promoting stable participation in the Company's capital; ensure the long-term sustainability of the Group's annual performance.

Furthermore, at the end of the Performance Period, the Committee may propose a reduction (but not an increase) in the total number of Shares to be awarded to some or all Participants, should any misalignment be identified between the final payout value of the plan and the overall value created for shareholders.

3.4 Description of the procedures for determining the availability and assignment of the financial instruments underlying the Plan (i.e., free assignment of shares, capital increases excluding the option right, purchase and sale of treasury shares)

The Plan provides for the Award of Shares free of charge. These Shares will consist of newly issued Shares resulting from an increase of the free share capital through the Award of profits or retained earnings pursuant to article 2349 of the Italian Civil Code and/or Shares already issued and held by the Company.

The Award of Shares may take place at the end of the Performance Period under the terms and conditions described in this Information Document, which will be further specified in the Plan rules.

3.5 Role played by each director in determining the characteristics of the Plan; the occurrence of any conflict of interest situations for the directors concerned

The proposed architecture of the Plan has been developed by the Human Resources and Organisation Department of the Prysmian Group which has submitted to the Committee, composed of independent directors who are not beneficiaries of the Plan, analysis, benchmark and proposals examined at the meetings of 22 July, 23 October and 26 November 2025, 15 January, 6 February and 20 February 2026. The Committee defined the proposal to be submitted to the Board of Directors which approved it at the meeting of 25 February 2026 to submit it for approval to the Shareholders' Meeting convened for 16 April 2026.

The resolution of the Board of Directors approving the architecture of the Plan and the proposal to submit it for approval to the Prysmian Shareholders' Meeting was taken with the abstention of executive directors who may be Participants in the Plan.

3.6 Date of the decision taken by the competent body to propose the approval of the plans to the shareholders' meeting and any proposal of a remunerations committee, where existing

The Board of Directors, upon proposal of the Committee formulated on 20 February 2026, resolved during the meeting of 25 February 2026 to submit the Plan to the approval of the forthcoming Shareholders' Meeting of the Company, scheduled for 16 April 2026.

Definitions

Introduction

Beneficiaries
Reasons for the adoption of the plan
Approval procedure and time frame for allocation of instruments
Features of the allocated instruments

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3.7 Date of the decision taken by the body responsible for the Allocation of the instruments and any proposal to the aforementioned body made by the remuneration committee, if any

Not available, as at the date of this Information Document, the Plan has not been approved by the Shareholders' Meeting yet and the financial instruments have not yet been granted.

Information not available at the time of drafting this Information Document will be communicated at a later date pursuant to Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations.

3.8 Market price, recorded on said dates, for the financial instruments on which the plans are based, if traded on regulated markets

At the close of 20 February 2026, the listing on the Mercato Telematico Azionario managed and organized by Borsa Italiana SpA of Prysmian ordinary shares was equal to Euro 97.50.

At the close of 25 February 2026, the listing on the Mercato Telematico Azionario managed and organized by Borsa Italiana SpA of Prysmian ordinary shares was equal to Euro 100.00.

3.9 Terms and how the issuer considers, when identifying the timing of the assignment of instruments in implementation of the plan, of the possible timing coincidence of i) said assignment or any decisions taken in this regard by the remunerations committee; and ii) the diffusion of any significant information in accordance with article 17 of Regulation (EU) No 596/2014

The identification of any controls will be undertaken by the Board when determining the rules governing the Plan, provided that the Plan is in any case executed in full compliance with the disclosure requirements imposed on the Company so as to ensure transparency and parity of market information, and in compliance with the procedures adopted by the Company.

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FEATURES OF THE ALLOCATED INSTRUMENTS

4.1 Description of the forms in which financial instrument-based remuneration plans are structured

The Plan provides for the Award of Shares free of charge. The Shares will be awarded at the end of the Vesting Period.

4.2 Specification of the period of actual implementation of the Plan, with an indication of any other cycles that might be contemplated

The Plan has one three-year cycle, from 2026 to 2028.

4.3 End of the plan

The initial identification of Participants is expected to take place in the first half of 2026. Additional Participants can be identified within 18 months from the resolution of the Shareholders’ Meeting to adopt the Plan.

Given that the Plan has a three-year time frame (2026-2028), the Shares will be awarded in 2029 with a Lock-up period ending on 31 December 2030.

4.4 Maximum number of financial instruments allocated in each tax year in relation to persons identified by name or to the categories indicated

Overall, there will be a maximum of 4,000,000 Shares serving the Plan for its entire three-year duration. 4,000,000 Shares represent the Maximum Cap of the Plan, which prevails over the Participants’ right to receive the Performance Shares awarded to them. This means that if the aggregated number of the Shares allocable to Participants as a whole (relating to Deferred Shares, Matching Shares and Performance Shares) at the end of the Plan exceeds the Maximum Cap, the number of Shares to be awarded as Performance Shares shall be proportionally reduced for each Participant, in order to comply with the limit represented by the Maximum Cap.

The Company reserves the right, upon proposal by the Committee and favourable resolution by the Board, to compensate for any reduction in the number of Performance Shares through the use of treasury shares.

It is estimated that the maximum number of Shares will be distributed as follows: Chief Executive Officer 3%, Top Management 22%, Executives 45%, other participants 30%.

4.5 Methods and clauses for implementation of the Plan, specifying whether the effective allocation of the instruments is subject to fulfilment of the conditions or the achievement of certain results including those relating to performance; description of these results and conditions

The Award of the Performance Shares relating to the Plan is subject to the achievement of the Performance Conditions referred to in paragraph 2.2. The Deferred Shares, and consequently the associated Matching Shares, derive from the component in Shares of the annual Bonus, which is also dependent on the achievement of performance objectives measured over a one-year period. Furthermore, with regard to the CEO and Top Management, the Matching Share component is further subject to the achievement of the ESG Performance Condition, as described more in detail in section 2.2.

The Award of Performance Shares, Deferred Shares and Matching Shares is in any case subject to the continuity of the Employment relationship at the end of the Vesting Period.

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PRYSMIAN - LONG-TERM INCENTIVE PLAN

4.6 Availability restrictions on allocated instruments, with particular reference to the terms under which the subsequent transfer to the same company or to third parties is permitted or prohibited

For all Participants, a Lock-up period of two years applies in relation to a percentage of the awarded Performance Shares. In particular, for the CEO and Top Management, the Lock-up will apply to all awarded Performance Shares net of those needed to cover, where applicable, contribution and tax charges. For the other Participants, the Lock-up will apply to 20% of awarded Performance Shares net of those needed to cover, where applicable, contribution and tax charges.

Furthermore, the Company has established a Share Ownership Guideline for the Chief Executive Officer, executive directors and Managers with strategic responsibilities. This guideline requires that those managers hold a minimum number of Shares in the Company, determined on the basis of their respective fixed remuneration levels, to be maintained for the entire duration of the Employment Relationship with the Prysmian Group. The levels are set at three times the fixed remuneration for the CEO and 1.5 times the fixed remuneration for executive directors and Managers with strategic responsibilities.

The rules of the Plan will also provide for Malus and Claw-back clauses, which will be activated in the event of objective circumstances that lead to the restatement of the financial data of Prysmian Group or any other Group company to a level that, if known in time, will have had an impact on the Award of the Shares provided under the Plan or in case of serious breaches by the Participant that have caused or can cause serious damage or significant loss to the Company or other Companies in the Group. The Malus and Claw-back clauses may be adapted locally in compliance with local regulations.

4.7 Possible termination clauses regarding the allocation of the plans should the recipients perform hedging operations that enable them to neutralize any prohibitions on selling the allocated financial instruments

The rules of the Plan will provide for the prohibition on hedging operations intended to limit or neutralize the risk alignment underlying the Plan.

Any violation of the above provisions will result in the immediate forfeiture by the Participant of all rights under the Plan.

4.8 Description of the effects of termination of the Employment Relationship

The Award of the Shares is conditional, inter alia, on the continuity of the Employment Relationship and the effective performance of work. The rules of the Plan will establish the diverse consequences of termination of the Employment Relationship, taking into account the cause and the time at which the termination takes place and its adaptation to various local laws. For illustrative purposes, it is envisaged that Participants who ends the Employment Relationship as "bad leavers", including in this case also voluntary resignation and dismissal for disciplinary reasons, lose all rights arising from the Plan. The termination of the Employment Relationship for reasons other than those listed above may instead provide for the Award of a portion of the Shares on a pro rata temporis basis, without acceleration of the Vesting Period, and may provide also for maintenance of the Performance Conditions, where applicable, for the various components of the Plan.

In the event of termination of employment during the Lock-up period, the relevant Shares remain subject to availability restrictions.

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4.9 Indication of any other reasons for cancellation of the plans

In the event of exceptional and/or extraordinary circumstances that may compromise the existence of the fundamental objectives behind the adoption of the Plan itself, the rules may provide for Plan cancellation clauses, deemed appropriate or necessary for the pursuit of the long-term interests and sustainability of the Company as a whole.

Any cancellation of the Plan will be approved by the Board, upon proposal by the Committee's, following a detailed examination of the assessments made regarding the need or opportunity to cancel the Plan to pursue the long-term interests of the Company and its shareholders.

4.10 Reasons for possible provision for the company's redemption of the financial instruments, pursuant to articles 2357 et seq. of the Italian the Civil Code

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

4.11 Possible loans or other concessions for the purchase of Shares pursuant to article 2358 of the Italian Civil Code

There is no provision for loans.

4.12 Evaluation of expected burden for the company at the allocation date, as determined on the basis of pre-defined terms and conditions, by total amount and for each instrument in the plan

As at the date of this Information Document, the relevance of various unforeseeable factors means that there is insufficient data to calculate reliable estimates of the expected burden for the Company. The administrative costs of managing the Plan are considered insignificant.

4.13 Possible dilutive effects of remuneration plans on capital

The capital increase that will be requested at the next Shareholders' Meeting for the implementation of the Plan amounts to a maximum of 400,000 euro, through the issuance of up to 4,000,000 new Shares of nominal value 0.10 euro each. With regard to the dilutive effect of the operation, considering that the share capital of Prysmian to date consists of 296,403,802 Shares, there is an estimated 1.35% maximum dilution of capital of the entire three-year cycle of the Plan.

4.14 Restrictions, if any, imposed on dividend entitlements and the exercise of voting rights

There are no envisaged limits on exercising the right to vote and for the Award of property rights within the limits set out in this Information Document.

4.15 If the shares are not traded on regulated markets, any information needed to properly measure their attributable value

Not applicable as the Shares are admitted to trading on the MTA organized and managed by Borsa Italiana S.p.A..