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 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.

PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2025

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, 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 SHARE PARTICIPATION PLAN IN FAVOUR OF PRYSMIAN GROUP'S EMPLOYEES

(YES)

The planet's pathways

1

Share Participation Plan (YES)

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.

Prysmian S.p.A

Shareholders Annual General Meeting of the 16th of April 2025

CONTENTS

DEFINITIONS

05

INTRODUCTION

08

1. RECIPIENTS

09

2. REASONS FOR THE ADOPTION OF THE PLAN

11

3. APPROVAL PROCEDURE AND TIME FRAME

13

FOR ALLOCATION OF INSTRUMENTS

4. FEATURES OF THE ALLOCATED INSTRUMENTS

16

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS

21

Share Participation Plan (YES)

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

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.

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

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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

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Share Participation Plan (YES)

TUF

Legislative Decree No. 58/98, as amended and

supplemented

VESTING

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

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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.

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Share Participation Plan (YES)

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.

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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 17:57:03.558.