Prysmian S p A : OPINION BY INDEPENDENT AUDITOR UNDER ART. 2441 ITALIAN CIVIL CODE AND ART. 158 TUF

EY S.p.A.	Tel: [phone]
Via Meravigli, 12	Fax: [phone]
20123 Milano	ey.com

AUDITORS' REPORT ON THE PRICE OF SHARES IN THE PROPOSED SHARE CAPITAL INCREASE WITH THE EXCLUSION OF THE OPTION RIGHT PURSUANT TO ARTICLE 2441, FIFTH AND SIXTH PARAGRAPHS, OF THE ITALIAN CIVIL CODE, AND ARTICLE 158, FIRST PARAGRAPH, OF LEGISLATIVE DECREE NO. 58/98

To the Shareholders of

Prysmian S.p.A.

1. SCOPE AND OBJECTIVE OF THE ENGAGEMENT

In relation to the proposed share capital increase with the exclusion of the option right pursuant to article 2441, fifth paragraph, of the Italian Civil Code and article 158, first paragraph, of Legislative Decree No. 58 of February 24, 1998 (the Consolidated Act on Financial Intermediation, the "TUF"), we received from Prysmian S.p.A. ("Prysmian" or the "Company") the report of the Board of Directors dated 10 March 2021 prepared pursuant to article 2441, sixth paragraph, of the Civil Code (the "Explanatory Report"), which illustrates and explains the above-mentioned proposed share capital increase with the exclusion of the option right, and indicates the criteria adopted by the Board of Directors to determine the price for newly issued shares.

The proposal by the Board of Directors, as illustrated in the Explanatory Report, is related to the authorisation to convert into shares of the Company, pursuant to article 2420-bis, first paragraph, of the Italian Civil Code, the equity-linked bond amounting to Euro 750 million, maturing as of 2 February 2026, reserved to qualified investors, named "Prysmian S.p.A. €750,000,000 Zero Coupon Equity Linked Bonds due 2026" issued on 25 January 2021 (the "Bond") and, as a result of the authorisation, the approval, for the purpose of the conversion, of a share capital increase against cash contributions, in installments, with the exclusion of the option right pursuant to article 2441, fifth paragraph, of the Civil Code, for a maximum nominal amount of Euro 1.864.025,50 to be executed in one or more instalments through the issuance of a maximum of no. 18.640.255 ordinary shares of the Company with the same characteristics as the outstanding ordinary shares (the "Share Capital Increase").

As detailed in the Explanatory Report, the purpose of the proposed Share Capital Increase is therefore instrumental in allowing the Company to convert the Bond - if so authorized by the Extraordinary Shareholders Meeting - into newly issued shares and, at its option, treasury shares held by the Company.

The proposed Share Capital Increase will be submitted for approval to the Extraordinary Shareholders Meeting of the Company convened for 28 April 2021.

In our capacity as auditors engaged to perform the audit of Prysmian financial statements, we have been requested by the Board of Directors to issue, pursuant to article 2441, fifth and sixth paragraphs, of the Civil Code and article 158, first paragraph, of the TUF, a report on the adequacy of the criteria adopted by the Board of Directors to determine the issue price of the new Prysmian shares.

EY S.p.A.

Sede Legale: Via Lombardia, 31 - 00187 Roma

Capitale Sociale Euro 2.525.000,00 i.v.

Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma

Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. 250904

P.IVA 00891231003

Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998

Iscritta all'Albo Speciale delle società di revisione

Consob al progressivo n. 2 delibera n.10831 del 16/7/1997

A member firm of Ernst & Young Global Limited

2. DESCRIPTION OF THE TRANSACTION

The proposed Share Capital Increase as illustrated above is in connection with the issuance of the Bond reserved for qualified Italian and international investors, excluding the United States, Australia, Canada, Japan and South Africa, and also excluding a public offering, whose issuance was approved by the Board of Directors on 25 January 2021, with pricing defined by the Board of Directors on 26 January 2021.

As illustrated in the Explanatory Report, the transaction concerns the issuance and subsequent conversion of the equity-linked Bond, amounting to Euro 750 million, maturing as of 2 February 2026, reserved for qualified investors, named "Prysmian S.p.A. €750,000,000 Zero Coupon Equity Linked Bonds due 2026", into bonds convertible into ordinary Prysmian shares and the consequent Share Capital Increase in cash instalments, with the exclusion of the option right pursuant to article 2441, fifth paragraph of the Civil Code, for a maximum nominal amount of Euro 1.864.025,50 to be paid in one or more instalments through the issue of a maximum of no. 18.640.255 ordinary Prysmian shares with the same characteristics as the outstanding ordinary shares (cumulatively the "Transaction").

The issuance of Bond, and the main terms and features of the Bond, were approved by the Board of Directors on 25 January 2021 and the placement was started and completed on 26 January 2021; the Transaction was executed through the issuance of securities and payment of the price occurred on 2 February 2021.

The offer of the Bond to qualified investors made it possible to quickly raise funds from the non- banking capital market, thereby allowing the Company to take advantage of the opportunities offered by the favorable market environment and the placement conditions deriving from the equity-linked features of the Bond. The Board of Directors believes that the Bond issue is in the interests of the Company, which has completed its fund raising in the medium-term securities market at favorable terms and conditions.

In the Explanatory Report, the Board of Directors indicates that the main advantages of the Transaction as it has been structured include:

• the opportunity to timely benefit from the positive market conditions through quick placement to institutional investors;
• the raising of funds at favorable conditions, also in light of the equity linked nature of the Bond;
• a broader diversification of financial resources;
• increased financial flexibility for the Company;
• extension of the average bond maturity.

Furthermore, the Board of Directors indicates in the Explanatory Report that the funds raised shall be used to:

• finance the partial repurchase of the convertible bond issued by the Company on 17 January 2017 as well as its redemption at maturity;
  and
• pursue the Company purpose.

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The Bond Regulation (the "Regulation") provides that, should the Shareholders' Meeting not approve the Share Capital Increase for the purposes of the conversion of the Bond by 30 June 2021 (the "Long-Stop Date"), the Company may, within a limited period not exceeding 10 trading days after the Long-Stop Date, issue a specific notice addressed to the holders (the "Shareholder Event Notice") and proceed to the early redemption of the entire Bond by paying in cash an amount equal to the higher of (i) 102% of the principal and (ii) 102% of the fair value of the Bonds (according to the Regulation).

If, subsequent to the Shareholders' Meeting's failure to approve the Share Capital Increase, the Company does not issue the Shareholder Event Notice within the time limits specified in the Bond Regulation (and, in specific circumstances, even before that date), each holder may, within the time limits specified in the Regulation, request early redemption in cash of the bond held. In this case, the Company shall pay an amount in cash, so called, "Cash Alternative Amount" settled in compliance with the Regulation.

However, if the Extraordinary Shareholders' Meeting decides to authorize the conversion of the Bond and to consequently increase the share capital with exclusion of the option right pursuant to article 2441, fifth paragraph, of the Italian Civil Code for the purposes of the conversion of the Bond, the Company shall be required to send, within five business days from recording the shareholders' meeting resolution with the Business Register, a specific notice to the bondholders (the "Physical Settlement Notice") based on which the bondholders shall receive, on the date specified therein (the "Physical Settlement Date"), the right to convert their bond into outstanding and/or newly issued ordinary shares of the Company.

In the Explanatory Report, the Board of Directors indicates that the Transaction, through the conversion of the Bond into newly issued shares, shall allow the Company to strengthen its capital structure and diversify its financial structure while limiting the related cash outflow for financial expenses and projected capital, as well as to expand its ownership structure thanks to qualified investors.

For the reasons detailed above, the Company's Board of Directors believes it is important that the Bond may be converted into Company's shares.

As indicated in the Explanatory Report, the reasons for the exclusion of the option right, pursuant to article 2441, fifth paragraph, of the Civil Code, in relation to the proposed Share Capital Increase reflect the reasons for the Bond issue, including strengthening of the Company's equity structure and the expansion of its ownership that would become possible by the conversion of the bond into ordinary shares.

Accordingly, the Board of Directors believes that the exclusion of the option right, pursuant to article 2441, fifth paragraph, of the Civil Code could be completely justified on the basis of the characteristics, the timing and the purpose of the issuance of the Bond.

Pursuant to the resolution of the Board of Directors of 10 March 2021 and to the Regulation, the main features of the Bond are detailed in the Explanatory Report.

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3. NATURE AND SCOPE OF THIS REPORT

The purpose of this report, issued pursuant to article 2441, sixth paragraph, of the Civil Code and article 158, first paragraph, of TUF, is to re-enforce the information available to the shareholders excluded from the option right, pursuant to article 2441, fifth paragraph, of the Civil Code, about the criteria adopted by the Board of Directors to determine the price for the shares for the purpose of the proposed Share Capital Increase.

More specifically, this report illustrates the criteria adopted by the Board of Directors to determine the share issuance price and any valuation difficulties encountered by them, and contains our considerations on the appropriateness of those criteria, in terms of their being reasonable and not arbitrary in the circumstances, and on their correct application.

In examining the valuation criteria adopted by the Board of Directors we did not perform a business valuation of the Company. This valuation was performed exclusively by the Board of Directors.

The purpose of our report is not to express, and it does not express, an opinion on the financial or strategic reasons of the Transaction.

4. DOCUMENTATION USED

In performing our work, we obtained directly from the Company the documents we considered useful in the circumstances. Specifically, we obtained and analyzed the following:

• Explanatory Report of the Board of Directors dated 10 March 2021, prepared pursuant to article 2441, sixth paragraph, of the Civil Code and article 72 of CONSOB's Regulation 11971 of May 14, 1999 and subsequent amendments and supplements, as well as article 125-ter of TUF;
• Minutes of the meeting of the Board of Directors held on 25 and 26 January 2021 approving the issuance of the Bond;
• Draft minutes of the meeting of the Board of Directors held on 10 March 2021 approving the Explanatory Report;
• Company's current statutes;
• Detailed documentation of the valuation prepared by the Board of Directors, as well as the criteria and methods applied to determine the proposed price of the newly issued Prysmian shares;
• Company's separate and consolidated financial statements as of 31 December 2020, whose audit reports have been issued today;
• Document presenting the 2020 results of the Company ("FY 2020 Financial Results");
• 2021 budget of Prysmian Group, as approved by the Board of Directors on 3 March 2021;

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• Stock market prices for Prysmian shares over the time period defined by the Directors;
• Analysts' consensus on the Prysmian share considered by the Directors as part of the analysis for the purpose of determining the issue price of the shares;
• "Terms and Conditions of the Bond" of the equity linked Bond;
• Press releases of 26 January 2021 on the placement of the Bond;
• Accounting, non-accounting and statistical elements, as well as additional information that we deemed useful for the purpose of our engagement.

Furthermore, we obtained specific representation letter issued by the Company on 1 April 2021 stating that, as far as the Board of Directors and management of Prysmian are aware, no significant changes or events or circumstances have occurred that would make significant modifications necessary to the assumptions underlying the elaboration of the budget mentioned above, as well as to data and information that we considered while performing our analysis and/or that could have a significant impacts on the valuations.

5. VALUATION CRITERIA ADOPTED BY THE BOARD OF DIRECTORS TO DETERMINE THE SHARE PRICE

In circumstances where the option right is excluded pursuant to article 2441, fifth paragraph, of the Civil Code, the sixth paragraph of the same article provides that the share price shall be determined by the Directors "based on the value of shareholders' equity, taking into account, for listed shares, also the share prices of the last six months".

As reported in the Explanatory Report, the Board of Directors, in consideration of the features of both the Bond and the Share Capital Increase for the purpose of the Bond conversion, resolved to propose to the Shareholders' Meeting that the issue price for the new shares from the Share Capital Increase be equal to the conversion price of the Bond, provided that the former price would not be lower than the price determined based on the shareholders' equity resulting from the Company's most recently approved financial statements, taking into account the performance of Prysmian shares on the Mercato Telematico Azionario ("MTA") stock exchange in the last six months. At the same date, the Board of Directors also determined the initial conversion price of the Bond based on the criteria used in equivalent transactions which is in line with market practices for such debt securities.

In detail, with reference to the valuation criteria adopted, the Board of Directors performed the following analyses:

1. Determination of the share issue price based on the performance of Prysmian shares on the stock exchange and the initial conversion premium.
2. Valuation of the suitability of the conversion premium through the development of mathematical and financial models.
3. Determination of the Company's fundamental value by applying the Discounted Cash Flow (DCF) method.

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