PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2025
REPORT OF THE BOARD OF DIRECTORS OF PRYSMIAN S.P.A. ("PRYSMIAN" OR THE "COMPANY") ON ITEM NUMBER SEVEN 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 GRANT 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.
PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2025
7. Renewal of the share grant 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 grant plan, called "BE IN", based on financial instruments reserved to employees of Prysmian and of Prysmian Group's companies not involved in current individual incentive schemes (the "Plan"), as well as the granting of appropriate powers to implement it.
It is recalled that the Plan was approved by the Shareholders' Meeting on 12 April 2022, with an expected duration of three annual cycles, the last of which ends in the current financial year.
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 grant plan called "BE IN" and reserved to employees of Prysmian
S.p.A. and of 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 share grant 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 among the employees of the Prysmian Group not involved in current individual incentive schemes, as well as to determine the number of shares to be awarded to each of them; (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 grant 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, 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, 10 March 2025
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RENEWAL OF THE STOCK GRANT PLAN IN FAVOUR OF PRYSMIAN GROUP'S EMPLOYEES
(BE IN)
The planet's pathways
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Stock Grant Plan (BE IN)
RENEWAL OF THE STOCK GRANT
PLAN IN FAVOUR OF PRYSMIAN
GROUP'S EMPLOYEES
(BE IN)
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.
Prysmian S.p.A
Shareholders Annual General Meeting of the 16th of April 2025
CONTENTS
DEFINITIONS | 05 |
INTRODUCTION | 08 |
1. BENEFICIARIES | 09 |
2. REASONS FOR THE ADOPTION OF THE PLAN | 10 |
3. APPROVAL PROCEDURE AND TIME FRAME | 13 |
FOR ALLOCATION OF INSTRUMENTS | |
4. FEATURES OF THE ALLOCATED INSTRUMENTS | 16 |
COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS | 20 |
Stock Grant Plan (BE IN)
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 |
GRANTED SHARES | The Shares granted to Participants under the Plan |
with reference to each annual grant cycle provided | |
for in the Plan (i.e., Tranche A) | |
ADDITIONAL SHARES | Shares allocated free of charge to Participants at |
the end of the Holding Period and equal to 50% | |
of Shares Granted with reference to each annual | |
grant cycle provided for in the Plan (i.e. Tranche B) | |
REMUNERATIONS AND NOMINATIONS | The Remunerations and Nominations |
COMMITTEE | Committee established within the Board of |
Directors of Prysmian S.p.A. | |
BOARD | Board of Directors of Prysmian S.p.A. |
GRANT DATE | Date on which the number of Shares being |
granted to Participants based on the Grant | |
Value is identified | |
AWARD DATE | Date on which the Shares are credited to |
Participants | |
EMPLOYEES/RECIPIENTS | The employees of Prysmian S.p.A. and of the |
Subsidiaries of Prysmian S.p.A., in Italy and | |
abroad, with permanent contracts, who will | |
satisfy the eligibility requirements indicated in | |
the regulations, who are entitled to participate | |
in a collective incentive system and who do not | |
already participate in other individual short- | |
and/or long-term incentive plans adopted by | |
the Group |
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INFORMATION DOCUMENT OR 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 |
HOLDING PERIOD | The period of 12 months following the Grant |
Date | |
PLAN | This Plan for the grant of Shares to Group |
Employees, with reference to the three annual | |
grant cycles relating to 2025, 2026 and 2027, and | |
which will be submitted to the approval of the | |
ordinary Shareholders' Meeting convened for 16 | |
April 2025 | |
PARTICIPANTS | The Recipients who will decide to enroll in the |
Plan | |
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' REGULATION | Regulation adopted by Consob with Resolution |
No. 11971 of May 14, 1999, as subsequently | |
amended and supplemented | |
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 | Legislative Decree No. 58/98, as amended and |
supplemented | |
GRANT VALUE | The value of the Prysmian Share equal to the |
average price of the share in the 30 calendar | |
days prior to the Grant Date |
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Stock Grant Plan (BE IN)
INTRODUCTION
This Information Document is a report for the Shareholders' Meeting called to approve the renewal of the Stock Grant Plan to Group Employees, initially approved by the Shareholders in 2022.
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 is not to be considered a plan 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, as the Plan Recipients do not include the following beneficiaries:
- members of the Board of Directors, general managers and other managers with strategic responsibilities of the Company; as well as (ii) members of the Board or the management board of Subsidiaries. Prysmian is not subject to the control of any company and there are no natural persons controlling the Company.
The Plan is reserved to Group Employees and concerns the offer to receive Shares under the grant scheme. The Granted Shares will be freely transferable from the Award Date. If the Participant does not instruct any sale or transfer orders of the Granted Shares during the Holding Period, at the end of it the Participant will be allocated the Additional Shares, equal to 50% of the number of Granted Shares.
Enrollment to the Plan is on a voluntary basis.
The Plan will be submitted to the approval of the Shareholders' Meeting called on April 16, 2025, in 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. Detailed information as requested by Paragraph 4.4. below (i.e., the maximum number of financial instruments granted to the categories indicated) is not available at the date of this Document and will be provided pursuant to Article 84-bis, paragraph 5(a), of the Issuers' Regulation.
This Information Document is made available to the public at the registered office of Prysmian S.p.A., Via Chiese 6, Milan, at Borsa Italiana S.p.A., as well as on the Company's website www.prysmian.comand in the central storage mechanism at www.emarketstorage.com.
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01. 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 does not include among its Recipients members of Prysmian's Board of Directors or the Board of Directors or Management Board of its Subsidiaries. Prysmian is not subject to the control of any company.
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 Plan Recipients belong to the following category: Employees of Prysmian S.p.A. and of the Subsidiaries of Prysmian S.p.A., in Italy and abroad, with permanent contracts, who will satisfy the eligibility requirements indicated in the Regulations, who are entitled to participate in a collective incentive system and who do not already participate in other individual short- and/or long-term incentive plans adopted by the Group.
It is specified that, in addition to the persons referred to in Paragraph 1, Plan recipients do not include any of the other Managers with Strategic Responsibilities of the Group.
The Company reserves the right to exclude from the Plan Employees of Subsidiaries with offices in countries where legal, regulatory, tax, and currency local restrictions and/or specific filing needs may directly or indirectly compromise the achievement of the purpose of the Plan and/or expose the Company to potential risks and/or make the implementation and/or administrative management of the Plan onerous, as determined by the Company at its sole discretion.
During the Plan implementation phase, during which its characteristics will be defined in detail, some of these features may be adapted to ensure that the Plan complies with local legislation and the applicable tax and social security regulations and/ or facilitate its implementation at local level. For example, in some countries, participation might be extended to employees with non- permanent contracts, if required by collective agreements and/or specific local regulations.
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Stock Grant Plan (BE IN)
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:
sharing with a broad base of Employees, mainly represented by shop floor workers, the creation of value that the Group will be able to generate in the years to come;
strengthening the engagement and sense of belonging of the Group's Employees, promoting their stable participation in the Company's share capital;
aligning the interests of Participants and the other stakeholders, by identifying a common objective of long-term sustainable value creation.
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
During the Plan implementation phase, which will identify in detail the characteristics and specific implementation methods that will be set out in the Regulations, and for the purposes of the grant of the Granted Shares, financial-economic performance conditions (e.g., by way of example but not limited to, Adjusted EBITDA) or operating performance conditions (e.g., by way of example but not limited to, productivity) will be identified, regarding the relevant country or legal entity and relating to the financial year preceding the grant.
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 is restricted to Group Employees and concerns the offer to receive Shares under the grant scheme.
Enrollment to the Plan is on a voluntary basis. Recipients are Employees entitled to participate in collective incentive systems that provide for the payment of a monetary bonus determined on a local basis; this monetary bonus is regulated on a local basis, also considering local trade union agreements, where present or required, within which, inter alia, the time interval in which the bonus is determined, communicated and paid, as well as the conditions under which it is achieved,
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Prysmian S.p.A. published this content on March 10, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 10, 2025 at 17:57:03.448.