Prysmian S p A : REPORT ON REMUNERATION POLICY AND COMPENSATION PAID. POINTS 9 AND 10 OF THE AGENDA

125-TEROF THE ITALIAN LEGISLATIVE DECREE NO. 58/1998,

REPORT BY THE BOARD OF DIRECTORS OF PRYSMIAN S.P.A. ("PRYSMIAN" OR THE "COMPANY") TO VOTE, AS ITEMS NUMBER NINE AND TEN OF THE AGENDA OF THE ORDINARY SESSION OF THE SHAREHOLDERS' MEETING SCHEDULED ON 18 APRIL 2024 (THE "SHAREHOLDERS' MEETING"), UPON THE REPORT ON REMUNERATION POLICY AND COMPENSATION PAID OF PRYSMIAN GROUP,

PURSUANT TO ARTICLEAS AMENDED AND UPDATED.

PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2024

PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2024

PREAMBLE

Shareholders,

With reference to items number nine and ten of the agenda, you are invited to resolve upon the "Report on remuneration policy and compensation paid" of Prysmian Group, as approved by the Board of Directors and here attached (the "Report").

It is reminded that the relevant legislation about the transparency of the compensation of Board of Directors' Members, of General Managers, of Managers with Strategic Responsibilities and of the Board of Statutory Auditors' Members of listed companies, is currently regulated by UE Shareholders Right Directive II and its implementation in Italy with the amendments to art. 123- ter of Italian Legislative Decree no. 58/1998 ("T.U.F.").

Art. 123-ter of T.U.F. requires listed companies to make the Report publicly available at least 21 days before the Shareholders' Meeting and that it should consist of two sections: (i) a remuneration report, to be submitted to Shareholders' binding vote in any case at least every three years or before in case of amendments, and (ii) a report on the remuneration paid, to be submitted each year to Shareholders' non-binding vote.

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PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2024

9. Approval of the remuneration policy of Prysmian Group.

Pursuant to art. 123-ter, paragraphs 3-bis e 3-ter, of T.U.F., the Shareholders' Meeting is required to adopt a binding vote on the first section of the Report that describes the remuneration policy for the Board of Directors' Members, the General Managers, the Managers with Strategic Responsibilities and the Board of Statutory Auditors' Members, together with the procedures used for the adoption and implementation of said policy.

The Board of Directors of the Company submits a new first section of the "Report on remuneration policy and compensation paid", which the Shareholders' Meeting is required to resolve upon with binding vote.

Considering the above, we propose that you adopt the following resolution:

"The Shareholders' Meeting,

• examined the "Report on remuneration policy and compensation paid" as approved by the Board of Directors,
• considering that art. 123-ter, paragraphs 3-bis e 3-ter, of the Italian Legislative Decree no. 58/1998 requests that the first section of the aforementioned report has to be submitted to the binding vote of the shareholders,

RESOLVES

To approve the first section of the "Report on remuneration policy and compensation paid"."

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PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2024

10. Advisory vote on the compensation paid in 2023.

Pursuant to art. 123-ter, par. 6, of T.U.F., the Shareholders' Meeting is required to adopt a non- binding resolution for or against the second section of the "Report on remuneration policy and compensation paid", which describes in detail:

1. each of the items comprising compensation of the members of the Board of Directors, the General Managers, the Managers with Strategic Responsibilities and the Board of Statutory Auditors' Members, highlighting the coherence with the remuneration policy relating to the 2023 financial year;
2. the compensation paid during the 2023 financial year and the compensation, to be paid during one or more following financial years, for the activity carried out in the reference financial year.

Therefore, we invite you to express your opinion as follows:

"The Shareholders' Meeting, considering the "Report on remuneration policy and compensation paid", expresses a favourable opinion on the second section of said report, containing the description of the compensation paid to the members of the Board of Directors, the General Manager, the Managers with Strategic Responsibilities and the Boardof Statutory Auditors' Members of Prysmian S.p.A."

Milan, 16 March 2024

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REPORT ON REMUNERATION POLICY AND COMPENSATION PAID

2024

The planet's pathways

Report on Remuneration Policy and Compensation Paid 2024

Approved by Board of Directors on 28th of February 2024

This document on the transparency of directors' remuneration in listed companies is drawn up pursuant to art. 123-ter of the Consolidated Law on Finance, in compliance with art. 84qua- ter of the Issuers' Regulation and the Corporate Governance Code of Borsa Italiana SpA.

Prysmian S.p.A. - Via Chiese 6, 20126 Milano - C.F. 04866320965

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

Dear Shareholders,

I am pleased to present to you the Report on Remuneration Policy and Compensation Paid, that, in the traditional spirit of full transparency which has always inspired our communication with the stakeholders, aims at providing a complete picture of the results of the application of the remuneration policy in relation to the Prysmian's Group performance in 2023 and describing the remuneration policy applicable for the two-year period 2024-25.

The year 2023 was characterized by an exceptional business performance, which allowed us to achieve our best results ever, with a Group Adjusted EBITDA of €1.628 billion, 9,4% higher than the 2022 result of €1.488 billion and consistent with the upwardly revised guidance communicated to the market in July 2023. Other indicators confirm that 2023 was a successful year. The Free Cash Flow amounted to €724 million (+29,5% on 2022), exceeding the July 2023 guidance. The Board of Directors proposed the distribution of a dividend of €0.70 per share (+17% on 2023), for a total amount of about €190 million. The recorded business performance makes us very confident about the real- isation of the strategic plan presented last October at the Capital Market Day.

The year 2023 was characterised by the launch of important changes in the Group's organisation and gov- ernance. In fact, the first months of the financial year saw the involvement of myself, in my capacity as Chairman of the Remunerations and Nominations Commit- tee, together with the Chairman of the Board and the Lead Independent Director, in updating the succession plan, with a particular focus on the position of the CEO, supported by an external independent advisor, Egon Zehnder. The process involved the identification of candidates from outside and inside the Company, evaluated based on the personal and professional characteristics that the CEO of a complex, listed, international industrial company like Prysmian must have. On 26 May 2023, the Board of Directors resolved to designate Massimo Battaini, current Director and Chief Operating Officer of Prysmian Group, as the next candidate for the role of Chief Executive Officer of the Prysmian Group, having been informed by the Company's current CEO, Valerio Battista, of his unavailability to serve as CEO for the next mandate (2024-2026). Massimo Battaini is therefore included as candidate for the role of Director and Chief Executive Officer in the Slate of the outgoing Board. During the following months, the Remunerations and Nominations Committee started the process of determining the remuneration of the new CEO, also in this case with the support of independent external advisors (Mercer, Willis Towers Wat- son and Korn Ferry) for specific benchmarking activity. In fact, we considered it particularly crucial to assess

the appropriateness of the proposal also with respect to market practices, in particular in the industrial goods sector, as well as in consideration of the outgoing CEO's remuneration, the profile of the new CEO, and the principles and drivers of the Company's remuneration policy. Section I of this document provides details on the process carried out and the characteristics and levels of the new CEO's remuneration package in a dedicated chapter.

Moreover, the last few months of 2023 were characterised by the definition of the Group's new organisational structure, operational as of 1 January 2024 and communicated to the market on 19 December 2023, functional to the achievement of medium-long term growth ambitions and more in line with the structure of the market served by Prysmian, with the introduction of four new business segments (Transmission, Power Grid, Electrification and Digital Solutions), replacing the three previous Divisions (Projects, Energy, Telecom). The Group's leadership has been entrusted to a leadership team that was partly renewed by enhancing internal succession plans, also leveraging the continuity of the existing management. The new leadership team is characterised by a stronger international profile and an improvement in terms of the gender balance of Top Management.

With regard to the application of the Remuneration Policy, the long-term incentive plans presented to the Shareholders' Meeting last 19 April were actually launched in 2023: the GROW 2023-2025 equity Plan addressed to approximately 1,100 managers and the RES 2023-2026 monetary Plan addressed to key managers of the Transmission segment.

The BE IN plan, approved by the Shareholders' Meeting in 2022 and intended for all employees who are not recipients of individual incentive plans envisages, on a voluntary basis, the allocation in shares of a portion of local production bonuses: it was implemented for the first year in 2023 and the second edition is already underway. This plan, which represents an innovation among share plans, aims to extend share ownership to the blue-collar population, with a view to inclusion, engagement and sharing of the value created. As many as 12,000 employees participated in the BE IN Plan. Lastly, the YES - Your Employee Shares Plan, which offers for all Group employees the opportunity to purchase Company shares on favourable terms, turned 10 years old in 2023; in the same year it enabled more than 4,400 colleagues to invest in Prysmian shares.

The Value4All programme, which encloses the three share plans BE IN, YES and GROW, has made it possible to reach the ambitious goal of about 14,000 employees who are Prysmian shareholders. They represent about 46% of the total, in line with the Social Ambition's goal of achieving share ownership of at least 50% of employees by 2030.

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During 2024 we will apply a new remuneration policy, which will be submitted for approval to the Sharehold- ers' Meeting for the two-year period 2024-2025. The new policy is defined in substantial continuity with the previous one, also with respect to transparency in dis- closure; it should be noted that the long-term incentive plans provide for a multi-year grant frequency and are therefore not subject to change during the performance period. The annual incentive plan (MBO) has substantially similar characteristics to the 2023 plan, with the continued inclusion of objectives in the ESG area, linked to Prysmian's Sustainability Scorecard. We confirm our commitment to close the Gender Pay Gap for equal work and to gather over the next three years the many insights emerging from the results of Speak Up, our annual employee survey.

The changes we have introduced, with regard to severance policy and the limitation of derogations, stem from listening constantly to our investors and proxy ad- visors, whom we thank for their continued willingness to engage in dialogue and for their enriching contribu- tions.

Finally, I would like to take this opportunity to thank the other members of the Remunerations and Nominations Committee, the Board of Directors, and Prysmi- an's management for their continuous contribution to the effective performance of the Committee's work. As the three-year mandate comes to an end, I hope that the work of the Committee will continue to be carried out with the same intensity and level of ambition that has characterised it over the past three years.

Paolo Amato

Chairman of the

Remunerations and

Nominations Committee

5	Remuneration Policy 2024

TABLE OF CONTENTS

Introduction

08

KEY ASPECTS	10
1.	Value 4 All	12
2.	The creation of sustainable value	14
3.	Pay for Sustainable Performance	19
4.	Remuneration Policy 2024-2025 Executive Summary	23

SECTION I	42
1.	Governance	44
	1.1 Remunerations and nominations committee	45
	1.2 Relationship with shareholder	47
	1.3 Approval of the remuneration policy and main changes	47
2. Purposes, principles and beneficiaries of the Remuneration Policy	50
	2.1 Recipients	51
3. Link with the strategy	51
4. Esperti indipendenti e riferimenti di mercato	53
5. Remuneration of the Chairperson and Non-Executive Directors	54
6.	Remuneration of Statutory Auditors	56
7.	Remuneration of the Chief Executive Officer, Executive Directors, and
	other MSRs - pay components	56
	7.1 Fixed remuneration	56
	7.2 Variable remuneration	57
	7.2.1 Short-term incentive system (MBO Plan)	57
	7.2.2 Long-term incentive system (LTI Plan)	60
	7.2.3 Renewable stability program from the core transmission execution team (RES Plan)	68
	7.3 Benefit	73
	7.4 Other elements	74
	7.4.1 Retention/discretionary bonus	74
	7.4.2 Share Ownership Guideline	74
	7.4.3 End of service or termination indemnity and non-competition agreements	74
8. Remuneration of the Chief Internal Audit Officer	77
9.	Derogations	77