Prysmian S p A : GUIDANCE ON QUALI-QUANTITATIVE BOD COMPOSITION

PRYSMIAN S.p.A.

BOARD OF DIRECTORS

GUIDANCE OPINION

ON THE QUALITATIVE AND QUANTITATIVE

COMPOSITION

OF THE BOARD OF DIRECTORS

FOR THE THREE-YEAR PERIOD 2021-2023

INTRODUCTION

Article 14 of the By-Laws of Prysmian S.p.A ("Prysmian" or the "Company") establishes that the outgoing Board of Directors, as well as those shareholders who, alone or together with other shareholders, represent a total of at least 2% (two per cent) of the ordinary share capital with voting right at the ordinary Shareholders' Meeting, or representing a lower percentage where required by an applicable law or regulation in force, are entitled to present slates. In its Resolution No. 44 of 29 January 2021, Consob established that for the current year the minimum equity interest in the Company required to submit slates of candidates is 1%.

It bears recalling that the Corporate Governance Code (the "Code")1 recommends that for the appointment of Directors a procedure, which should ensure transparency and a balanced composition of the Board, be followed. The Code underlines the importance of the engagement of the nomination committee when the Board itself, as far as it is consistent with law provisions, submits a slate for the renewal of the BoD.

In light of the results of the self-assessment and peer-review process, the experience gained in the course of the term, benchmarking against comparable Italian and international firms, and an analysis of the voting policies of the main institutional investors and proxy advisors, Prysmian's outgoing Board of Directors expresses, in the interest of those who may intend to submit a slate of candidates, its own guidance opinion concerning the qualitative and quantitative composition deemed adequate to the performance of its activity. The opinion includes, inter alia, the management and professional profiles and skills deemed necessary for potential candidates, including in light of the Company's industrial character- istics, considering that candidates' authoritativeness and competency must be commensurate with the tasks that the Directors are called on to perform, also with respect to the Com- pany's size and complexity, business objectives and strategic vision.

QUANTITATIVE COMPOSITION OF THE BOARD OF DIRECTORS

Article 14 of Prysmian's By-Laws establishes that the Company shall be managed by a Board of Directors of no less than 7 (seven) members nor more than 13 (thirteen) members. Within this range, the proper size of the Board of Directors is also determined according to the number and composition of the internal committees generally formed by the Board of Directors in the course of recent terms, of which, it should be recalled, there have been

1 The Corporate Governance Code for Listed Companies (edition January 2020), approved by the Corporate Governance Committee promoted by issuers' associations (ABI, ANIA, Assonime, Confindustria), the Italian Stock Exchange (Borsa Italiana S.p.A.) and inves- tors' association (Assogestioni).

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three (at the date of this document, the Audit and Risks Committee, the Remuneration and Nomination Committee and the Sustainability Committee, all of which have three mem- bers).

International best practice does not indicate an ideal number of members of the boards of Directors of listed issuers, merely specifying that boards must be adequate to the size of the issuer and the characteristics of the activity that they are tasked with performing. In view of the appointment of the new Board of Directors, a comparative analysis was performed of the main players in the industry included in the FTSE MIB index, with a specific focus on identifying optimal size. Upon the conclusion of these assessments, and in light of the results of the Self-Assessment, the Board intends to propose that the Shareholders' Meeting set the number of members of the Board of Directors at twelve, deeming it adequate to the need to form internal committees within the Board and to ensure efficient, effective management of the functioning of the Board of Directors.

The Board of Directors also recommends that candidates for the position of Director should hold no more than four positions at companies listed on regulated markets when they are nominated as candidates, including their possible appointment to Prysmian's Board of Directors in the calculation.

QUALITATIVE COMPOSITION OF THE BOARD OF DIRECTORS

With regard to the composition of the Board, the Code recommends that, according to the issuer's business, the various members (executive, non executive, independent) and the professional and managerial competences, including international experience, are adequately represented, taking into account also the benefits that could stem from the presence of different genders, geographical origins, education and culture, age and seniority. It is also recommended that the number, competence, authoritativeness and time availability of non-executive Directors shall be such as to ensure that their judgement may have a significant impact on the taking of Board's decisions.

As for the general and personal characteristics of the members of the Board of Directors, it is considered appropriate that:

• there is a balanced combination of profiles, attitudes and experience gained in in- dustrial sectors with particular attention to strategic, managerial, operational, tech- nological innovation, financial and control issues;
• some of the managers of the Group are directly present on the Board with the role of executive Directors, taking into account the position and individual background

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that they may possess, in order to guarantee, with their specific skills, continuity and specialist knowledge of the company and the market where the Group operates;

• discussion is guaranteed and ensured by the independent Directors, based on the presence of a suitable number of the latter, in accordance with the parameters in- dicated by the Code, identified in at least half the members of the Board, which also allows the possibility, in the judgement of the Board serving at the time, of calling only - or, where applicable, a majority of - independent Directors to sit on the internal committees, with an adequate distribution of roles;
• also for the purposes described in the previous point, the new Board of Directors appoints an internal Lead Independent Director, in line with international best prac- tices and the provisions of the Corporate Governance Code, which recommends the appointment of this function in the so-called large companies, like Prysmian, if requested by the majority of independent Directors (see Article 3, Recommendation 13) and tasks the said function with collecting and coordinating the requests and contributions of non-executive Directors and, in particular, of independent ones, as well as with coordinating the meetings of the independent Directors (see Article 3 Recommendation 14);
• due consideration is paid to the accumulation of offices and the availability in terms of time which the candidates for the role of Director could guarantee in fulfilling their role, considering these key elements for the effective undertaking of the role;
• differences in background are duly recognised, in particular international experience (regardless of nationality) and gender diversity;
• the distribution of the length of service of Directors is guaranteed, since a range of ages is considered an added value, but constant turnover is too, with the provision of limits on the number of years of service and their age.

PROFESSIONAL REQUIREMENTS/BOARD SKILL MATRIX

In line with the best practice in Anglo-Saxon countries, and without prejudice to compliance with any provisions in the regulations in force, the Company has decided to equip itself with a Board Skill Matrix, through which the existing skills of the Board, as well as any gaps, are assessed and through which indications are thus provided on the candidates deemed useful to the composition of the slates. The skills which have been identified in the matrix are the result of past experiences/background:

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