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Prysmian — Remuneration Information 2025
Mar 10, 2025
4170_egm_2025-03-10_07d29c01-086e-4597-b119-f1d4e9903764.pdf
Remuneration Information
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REPORT OF THE BOARD OF DIRECTORS OF PRYSMIAN S.P.A. ("PRYSMIAN" OR THE "COMPANY") ON ITEM NUMBER SIX OF THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING SCHEDULED ON 16 APRIL 2025 (THE "SHAREHOLDERS' MEETING"), CALLED TO RESOLVE ON THE RENEWAL OF THE SHARE PURCHASE PLAN IN FAVOUR OF PRYSMIAN GROUP'S EMPLOYEES, 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.


6. Renewal of the share purchase plan in favour of Prysmian Group's employees.
By decision of 26 February 2025, the Board of Directors decided to submit to the Shareholders' Meeting for approval, under art. 114-bis, paragraph 1, of Legislative Decree 58 dated 24 February 1998, the renewal of the share purchase plan based on financial instruments, called "YES", which provides for the purchase of shares at favourable conditions and reserved to employees of Prysmian S.p.A. and/or of Prysmian Group's companies, including some of the Directors of the Company, (the "Plan"), as well as the granting of appropriate powers to implement it.
It is recalled that the Plan was initially approved by the Shareholders' Meeting on 13 April 2016 and renewed several times by subsequent Shareholders' Meeting and lastly on 28 April 2021 with the last annual cycle ended in 2024.
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 share purchase plan called "YES" which provides for the purchase of shares at favourable conditions and reserved to employees of Prysmian S.p.A. and/or of subsidiary companies, including some of the Directors of the Company, 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 share purchase plan. In particular, purely by way of an example, the Board of Directors will have the authority to: (i) identify the recipients who will be offered the participation in the plan; (ii) establish every other term and condition for the execution of the Plan; (iii) approve the regulations governing the Plan. For the execution of the share purchase 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, the approval of which will be submitted to the Shareholders' Meeting during the extraordinary session of the meeting of today, and/or by existing shares owned by the Company;
- to grant the Chairperson of the Board of Directors and the Chief Executive Officer, 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."
Milan, 10 March2025
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RENEWAL OF THE SHARE PARTICIPATION PLAN IN FAVOUR OF PRYSMIAN GROUP'S EMPLOYEES (YES)

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RENEWAL OF THE SHARE PARTICIPATION PLAN IN FAVOUR OF PRYSMIAN GROUP'S EMPLOYEES (YES)
Information Document prepared pursuant to Article 114-bis of Legislative Decree No. 58 of February 24, 1998 and Article 84-bis, paragraph 1, of the Regulation adopted by Consob through Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented.

CONTENTS
| DEFINITIONS | 05 |
|---|---|
| INTRODUCTION | 08 |
| 1. RECIPIENTS | 09 |
| 2. REASONS FOR THE ADOPTION OF THE PLAN | 11 |
| 3. APPROVAL PROCEDURE AND TIME FRAME FOR ALLOCATION OF INSTRUMENTS |
13 |
| 4. FEATURES OF THE ALLOCATED INSTRUMENTS | 16 |
| COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS | 21 |

DEFINITIONS
The terms used in this document and their definitions are listed below.
| SHAREHOLDERS' MEETING | Prysmian S.p.A. Shareholders Meeting |
|---|---|
| SHARES | Prysmian S.p.A. ordinary shares |
| SHARES PURCHASED | The Shares bought by Participants, including those received as a Discount |
| SHARES HELD | The Shares acquired by Participants under the Plan, consisting of the Shares Purchased, the Entry Bonus and the Fidelity Shares |
| ENTRY BONUS SHARES | The Shares Participants will receive as a free one off assignment at the time of the first purchase of the annual cycle |
| FIDELITY SHARES | The Shares Participants will receive as a free one off assignment at the time of the first purchase of the annual cycle in case they have already participated in the previous year's purchase cycle |
| REMUNERATIONS AND NOMINATIONS COMMITTEE |
The Remunerations and Nominations Committee established within the Board of Directors of Prysmian S.p.A. |
| BOARD | Board of Directors of Prysmian S.p.A. |
| EMPLOYEES/ RECIPIENTS | The employees of Prysmian S.p.A. and of the Subsidiaries of Prysmian S.p.A. with an open ended contract who satisfy the eligibility requirements detailed in the Plan rules |
| 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 |

| GROUP | Prysmian and its Subsidiaries |
|---|---|
| PARTICIPANTS | The Recipients who will join the Plan |
| JOINING PERIOD | The period of time each year when Recipients can express their interest in Plan participation, and all required administrative necessities are undertaken |
| RETENTION PERIOD | The period of time following the purchase of Shares during which the Shares Held cannot be sold and/or transferred, unless for exceptional reasons |
| PLAN | This Plan, which allows the Group's Employees to purchase Shares under favourable terms, related to three annual purchase cycles (2025, 2026 and 2027) |
| PURCHASE PRICE | The Prysmian Share Price calculated on the basis of the average price of the shares purchased by the intermediary appointed by the Company |
| PRYSMIAN or THE COMPANY | Prysmian S.p.A. |
| REGULATIONS | The regulations which 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 with a stake in their share capital higher than 50%, by virtue of agreements or other arrangements, as well as those consolidated in the Group's annual financial statements |

TUF
VESTING
Legislative Decree No. 58/98, as amended and supplemented
The moment in which the Participant acquires equity and voting rights conferred by the Shares Held under the Plan in compliance with the limits set out in the Plan

INTRODUCTION
This Information Document is a report for the Shareholders' Meeting called to approve the renewal of the Plan to allow the Group's Employees / Recipients to purchase Shares under favorable terms, initially approved by the Shareholders in 2013.
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 on the market Prysmian Shares, with a maximum 25% Discount on the Purchase Price, paid in the form of treasury or capital increase shares. The Shares Held will be subject to a Retention Period, during which they cannot be sold and/or transferred, unless under exceptional circumstances.
Participation in the Plan is voluntary.
The Plan will be submitted for approval by the Company's Ordinary Shareholders' Meeting called on 16 April 2025, on a single call.
This Information Document is prepared based on the proposal to adopt the Plan formulated by the Remunerations and Nominations Committee and approved by the Board of Directors on 26 February 2025.
The detailed information required by para. 4.4. below (i.e. the maximum number of financial instruments allocated to persons 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 filed with the Company's registered office (Via Chiese 6 - 20126 Milan), with Borsa Italiana S.p.A. and on the Company's website www.prysmian.com.

01. RECIPIENTS
1.1. Names of the Recipients 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 recipients who are also members of the Board of Directors of Prysmian S.p.A.:
- Massimo Battaini, Executive Director with the role of Chief Executive Officer;
- Pier Francesco Facchini, Executive Director with the role of Chief Financial Officer.
It should be noted that the abovementioned members of Prysmian S.p.A.'s Board of Directors are included among the Recipients merely as Group's Employees.
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 the Employees of the Group's companies in Italy and abroad, divided into three categories:
- Senior Executives: executive directors and managers with strategic responsibilities, 8 individuals as of today
- Managers: category consisting of people in managerial positions in the Group, belonging to the various operating and business units at global level, approximately 350 individuals as of today
- Other Employees: the remaining Group Employees, not included in the previous categories, with an open-ended contract who completed their trial period, if any, approximately 30.000 individuals as of today.
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 of the Plan, when its characteristics will be described in detail, some of these may undergo changes aimed at guaranteeing the conformity of the Plan with 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 also include employees with fixed-term contracts, who will be included in the Employees/Recipients category accordingly.

1.3 Named indication of plan beneficiaries belonging to the following groups
a) General Managers of the issuer of financial instruments
Massimo Battaini, as indicated at para 1.1 as Chief Executive Officer, 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 allocated 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.
c) natural persons controlling the share issuer, who are employees or who collaborate with the share issuer.
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.)
With the exception of the Recipients already listed in Points 1.1. and 1.3. above, Recipients of the Plan can be managers with strategic responsibilities. More details on the recipients categories are at Point 1.2.
The Plan presents characteristics differentiated in relation to the maximum Discount applicable on the Purchase Price which Participants may benefits from, set:
- 1% for Senior Executives;
- 15% for Managers;
- 25% for other employees not included in the first two categories.
During the implementation of the Plan, when its characteristics will be described in detail, some of these may undergo changes aimed at guaranteeing 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 changes cannot be made to the discount reserved for Senior Executives.

02. 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 of the Plan are as follows:
- strengthening the Employees' engagement and sense belonging to the Group, by promoting their stable participation in the Company's share capital;
- aligning the interests of Recipients to those of other shareholders, identifying the common objective to create sustainable value in the long-term.
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
There are no performance conditions.
2.3. and 2.3.1. Elements underlying the determination of remuneration based on financial instruments, or otherwise, criteria for determining the same
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 or Shares from capital increase.
Participation in the Plan is voluntary. By joining the Plan, the Participant agrees to invest annually a set amount in the purchase of shares over the three annual cycles (2025, 2026, 2027).
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.).
It is foreseen a cap of the contribution on an annual and individual basis. The contribution, in any case, shall not exceed Euro 16,000 for Managers and Senior Executives and Euro 10,000 for other employees.
Employees who join the Plan, with the exception of Senior Executives, will receive 3 free Entry Bonus shares at the moment of the first purchase for each annual cycle. Employees who have participated in the previous year purchase cycle will receive 1 Fidelity Shares at the moment of the first purchase for each annual cycle.

The number of Shares each Participant will receive will be determined on the basis of the size of the contribution, the Discount applied, the Purchase Price and the previous year's participation.
A maximum total number of 400,000 Shares will be used to serve the Discount, Entry Bonus and Fidelity Shares for the entire duration of the Plan (three cycles). These Shares will consist of treasury shares or newly issued Shares deriving from a free share capital increase through allocation of profits or retained earnings pursuant to Article 2349 of the Italian Civil Code, which will be proposed to the Shareholders' Meeting of April 16, 2025. During the implementation of the Plan, when its characteristics will be described in detail, some of these may undergo changes aimed at guaranteeing 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.
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 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 the time in each country where Participants are resident.

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 any support by the Special fund to encourage workers to participate in businesses, pursuant to Article 4, paragraph 112, of Italian Law No. 350 of 24 December 2003.
03. 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
On 26 February 2025, the Board of Directors, upon proposal of the Remunerations and Nominations Committee meeting held on 21 February 2025, resolved, among other things, to submit the extension of the Plan for approval by the ordinary Shareholders' Meeting called on 16 April 2025 on a single call.
The Shareholders' Meeting will be asked to delegate to the Board all authority necessary and appropriate to regulate and execute the Plan. In particular, purely by way of example, the Board of Directors will have the authority, 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. All this in conformity with the relevant instructions established in the Information Document.
3.2. The persons and parties in charge of managing the Plan, and the functions and powers thereof
The body responsible for 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 by way of example, in the previous point, with right to subdelegate. Nonetheless, decisions regarding the Plan will only be taken by the Board of Directors after favourable opinion from the Remunerations and Nominations Committee.

3.3. Procedures, if any, for revising the Plan, especially in light of changes in the underlying targets
Subject to the favourable opinion of the Remunerations and Nominations Committee, the Board of Directors, during the implementation phase, will determine the regulations of the Plan, based on which possible procedures for the revision of the Plan will be established.
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 envisages the offer to Employees to purchase Prysmian Shares with a maximum 25% Discount which will be paid in the form Shares. These Shares will consist of treasury shares or newly issued Shares deriving from a free share capital increase through allocation of profits or retained earnings pursuant to Article 2349 of the Italian Civil Code, which will be proposed to the Shareholders' Meeting of April 16, 2025. For further details, reference should be made to Paragraph 2.3 above.
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 decision to renew the Plan, with the relevant terms and conditions, was made by Prysmian's Human Resources and Organization Department with the advisory of external consultants and was submitted for examination by the Remunerations and Nominations Committee, consisting of independent directors who are not Plan Recipients, on 21 February 2025, in accordance with the recommendations of the Corporate Governance Code for Listed Companies issued by Borsa Italiana S.p.A.
The proposal was then approved by the Board of Directors on 26 February 2025 at the recommendation of the Remunerations and Nominations Committee, to then be submitted for approval by the Shareholders' Meeting.

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, at the recommendation of the Remunerations and Nominations Committee made on 21 February 2025, decided during the meeting held on 26 February 2025 to submit the Plan for approval by the Shareholders' Meeting.
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 applicable since, at the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.
3.8 Market price, recorded on said dates, for the financial instruments on which the plans are based, if traded on regulated markets
As at 21 February 2025, Prysmian's ordinary share price on the MTA market organised and managed by Borsa Italiana S.p.A. was Euro 68.70.
As at 26 February 2025, Prysmian's ordinary share price on the MTA market organised and managed by Borsa Italiana S.p.A. was Euro 65.04.
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 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 for the Company, in order to guarantee transparency and parity of information disclosed to the market, as well as compliance with the procedures adopted by the Company.

The purchase dates will be determined well in advance and purchases will not be made directly by Participants, but by intermediaries identified by the Company and in any case outside the blackout periods preceding the approval of financial results.
04. FEATURES OF THE ALLOCATED INSTRUMENTS
4.1 Description of the forms in which financial instrument-based remuneration plans 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 or capital increase Shares.
The Shares Held will be subject to a Retention period, during which they cannot be sold and/or transferred, unless in exceptional circumstances. During the Plan's implementation phase where specifications will be defined in detail, exceptional circumstances will also be defined in detail to ensure compliance with local legislation as well. For example, early sale may be authorised where there are specific personal conditions as indicated in the Regulations of the Plan.
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 envisages three purchase cycles: in 2025, in 2026 and in 2027. The Employee who joins the Plan agrees to purchase Shares for an amount in Euros determined by him/herself. For the 2025 purchase cycle, the minimum amount is equal to Euro 150; for Managers and Senior Executives the minimum amount is equal to Euro 250. A minimum investment may be established for each purchase cycle for each of the categories of Participants, also taking into account the Prysmian share price performance, in order to allow in any case the purchase on the market of at least 1 Share.
The Vesting of the Shares Held under the Plan is immediate, however there is a Retention Period of three years during which the Shares Held cannot be sold and/or transferred.

During the implementation of the Plan, when its characteristics will be described in detail, some of these may undergo changes aimed at guaranteeing 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.
4.3 End of the plan
The Vesting of the Shares Held under the Plan is immediate, however there is a Retention period during which the Shares cannot be sold and/or transferred. Therefore, in the case of the minimum three-year Retention Period set by the Plan, this restriction relating to the Shares Held under the first cycle will end in 2028, 36 months after the purchase date; the Retention Period relating to the second cycle will end in 2029, 36 months after the purchase date; the Retention Period relating to the third cycle will end in 2030, 36 months after the purchase date.
4.4 Maximum number of financial instruments allocated in each tax year in relation to persons identified by name or to the categories indicated
A total maximum of 400,000 Shares will be reserved for the Discount, Entry Bonus and Fidelity Shares over the whole duration of the Plan (three cycles). These Shares will consist of treasury shares or newly issued Shares deriving from free share capital increase through allocation of profits or retained earnings pursuant to Article 2349 of the Italian Civil Code, which will be proposed to the Shareholders' Meeting of April 16, 2025.
The number of Shares actually used for the Plan will depend on the number of Participants, the size of the individual contribution, the Discount applied, and the Purchase Price.
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
See para. 4.1 and 4.2.

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
The Shares Held by Participants in the Plan cannot be sold and/or transferred for the duration of the Retention Period, unless in exceptional circumstances. At the end of 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 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
No termination conditions apply should Participants carry out hedging operations that enable the neutralization of any prohibitions of the sale of the Shares assigned.
4.8 Description of the effects of termination of the Employment Relationship
The Shares Held under the Plan will be subject to a Retention Period, during which they cannot be sold and/or transferred, unless in exceptional circumstances and in the case of employment termination due to voluntary resignation, retirement, or dismissal for just cause.
During the implementation of the Plan, the regulations will establish the different effects in the event of any termination of employment relationship, 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, death, permanent disability, delisting/tender offer, transfer of company branches, and disposal of a subsidiary by which the Participant is employed.

4.9 Indication of any other reasons for cancellation of the plans
Any other causes for the cancellation of the Plan will be specified during its implementation.
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 redemption of the 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
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. 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
At the date of preparation of this Information Document, there are 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 dilutive effects of the Plan on capital
A maximum of 400,000 Shares, to be allocated to Participants as Discount Shares, Entry Bonus Shares and Fidelity Shares, will be used to serve the three cycles of the Plan's duration. Such Shares may be allocated to Participants by:
(i) withdrawal from the reserve of Treasury Shares held from time to time by the Company, or
(ii) allocation of newly issued Shares pursuant to article 2349 of the Civil Code.
In order to permit the allocation of new Shares as indicated under (ii), a proposal will be submitted to the Extraordinary Shareholders' Meeting of the Company to be held on April 16, 2025 to increase

the share capital free of charge, in execution of the Plan, for a maximum nominal amount of Euro 40,000, by means of the allocation pursuant to Article 2349 of the Italian Civil Code, of a corresponding amount taken from profits or reserves from profits, with the issuance of no more than 400,000 ordinary shares.
With regard to the dilutive effect due to the execution of the Plan through the use of newly issued Shares, considering that as of today's date Prysmian's share capital consists of 295,785,483 Shares, in the event of full execution of the shareholders' authorization to increase share capital, a maximum dilution of approximately 0.14% is estimated.
4.14 Restrictions, if any, imposed on dividend entitlements and the exercise of voting 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. If the shares are not traded on regulated markets, any information needed to properly measure their attributable value
Not applicable, since the Shares are admitted to trading on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A.
The Table attached to Scheme 7 of Annex 3A of the Issuers' Regulation will include more details and will be updated from time to time during the Plan implementation phase, pursuant to Article 84 bis, paragraph 5(a), of the Issuers' Regulation.

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS
Table No. 1 of Scheme 7 of Annex 3A of Regulation No. 11971/1999 Milan, February 26 2025
| BOX 1 | |
|---|---|
| Financial instruments other than stock options | |
SECTION 1
Instruments relating to plans that are currently valid and were approved on the basis of previous shareholders' meeting resolutions
| Name and Surname or Category |
Office | Date of the shareholders' resolution |
Type of financial instruments |
Number of financial instruments1 |
Allocation date |
Possible purchase price for instruments |
Market price at Allocation |
Vesting period2 |
|---|---|---|---|---|---|---|---|---|
| Massimo Battaini |
CEO | 28/04/2021 | Ordinary shares of Prysmian S.p.A. |
0 | N.A. | N.A. | N.A. | N.A. |
| Pier Francesco Facchini |
Executive Director |
28/04/2021 | Ordinary shares of Prysmian S.p.A. |
0 | N.A. | N.A. | N.A. | N.A. |
| n. 3 Managers with strategic responsibilities |
28/04/2021 | Ordinary shares of Prysmian S.p.A. |
313 | March 2023, December 2023 |
N.A. | 36.01€, 37.02€ |
March 2026, December 2026 |
|
| n. 800 Other Participants (United Kingdom) |
28/04/2021 | Ordinary shares of Prysmian S.p.A. |
11,131 | May 2022, May 2023, May 2024 |
N.A. | 30.15€, 34.93€, 60.85€ |
April 2025, April 2026, April 2027 |
|
| n. 1,400 Other Participants (France) |
28/04/2021 | Ordinary shares of Prysmian S.p.A. |
131,990 | October 2022, December 2022, October 2023, December 2023, October 2024, December 2024 |
N.A. | 31.67€, 32.11€, 36.48€, 35.54€, 61.21€, 66.08€ |
September 2027, November 2027, September 2028, November 2028, September 2029, November 2029 |
|
| n. 7,400 Other Participants |
28/04/2021 | Ordinary shares of Prysmian S.p.A. |
201,565 | March 2023, April 2023, September 2023, December 2023, September 2024, December 2024 |
N.A. | 36.01€, 37.37€, 36.54€, 37.02€, 39.30€, 64.89€, 64.49€, 64.92€ |
March 2026, April 2026, September 2026, December 2026, September 2027, December 2027 |
|
| n. 800 Other Participants (United Kingdom) |
28/04/2021 | Ordinary shares of Prysmian S.p.A. |
N.D. | May 2025 | N.A. | N.A. | N.A. |
NOTES
-
The number of free shares allocated to participants under the Plan is reported. The number depends on the amount of individual contribution, the applicable discount, the related purchase price, and the other types of shares allocated.
-
The vesting of shares held under the Plan is immediate; however, a retention period is provided during which the shares held will be unavailable for sale and/or transfer.

BOX 1
Financial instruments other than stock options
SECTION 2
Newly granted instruments on the basis of the decision of
X ☑ the Board of Directors to be proposed to the Shareholders' Meeting
☐ the competent body for the implementation of the resolution of the Shareholders' Meeting
| Name and Surname or Category Office |
Date of the relevant Shareholders' Meeting |
Type of financial instruments |
Number of financial instruments1 |
Allocation date |
Possible purchase price for instruments |
Market price at Allocation |
Vesting period2 |
|---|---|---|---|---|---|---|---|
| N.A. | 16/04/2025 | Ordinary shares of Prysmian S.p.A. |
N.A. | 2025, 2026, 2027 |
N.A. | N.A. | 2028, 2029, 2030 |
NOTES
-
The number of free shares allocated to participants under the Plan is reported. The number depends on the amount of individual contribution, the applicable discount, the related purchase price, and the other types of shares allocated.
-
The vesting of shares held under the Plan is immediate; however, a retention period is provided during which the shares held will be unavailable for sale and/or transfer.
