Prysmian S p A : REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 2023

2023

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Report for Financial Year: 2023 Approval of the report:

28 February 2024 www.prysmian.com

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

		CONTENTS
GLOSSARY	4
1.	ISSUER PROFILE	6
2. INFORMATION ON THE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS OF THE CONSOLIDATED
	FINANCIAL ACT) AS AT 31/12/2022	8
	A)	SHARE CAPITAL STRUCTURE	8
	B)	RESTRICTIONS ON THE TRANSFER OF SECURITIES	9
	C)	SIGNIFICANT HOLDINGS IN THE SHARE CAPITAL	9
	D)	SECURITIES WITH SPECIAL RIGHTS	9
	E)	EMPLOYEE SHARE OWNERSHIP:MECHANISM FOR EXERCISING VOTING RIGHTS	9
	F)	RESTRICTIONS ON VOTING RIGHTS	9
	G)	SHAREHOLDER AGREEMENTS	9
	H)	CHANGE OF CONTROL CLAUSES ANDBY-LAW PROVISIONS CONCERNING PUBLIC TENDER OFFERS	9
	I)	DELEGATION OF POWER TO INCREASE SHARE CAPITAL AND AUTHORISATIONS TO PURCHASE OWN SHARES	10
	L)	DIRECTION AND COORDINATION ACTIVITIES(PURSUANT TOARTICLE2497 ET SEQ. OF THEITALIANCIVILCODE) . 10
3.	COMPLIANCE	12
4.	BOARD OF DIRECTORS	13
	4.1. ROLE OF THE BOARD OF DIRECTORS	13
	4.2. APPOINTMENT AND REPLACEMENT	14
	4.3. COMPOSITION	17
		4.3.1. LIST OF CANDIDATES SUBMITTED BY THE OUTGOING BOARD AND GUIDELINES	19
		4.3.2. DIRECTORS' PERSONAL AND PROFESSIONAL CHARACTERISTICS	20

4.3.3. DIVERSITY CRITERIA AND POLICIES FOR THE COMPOSITION OF THE BOARD AND WITHIN THE ORGANISATION

..........................................................................................................................................................................................................................................................................	28
	4.3.4. MAXIMUM NUMBER OF APPOINTMENTS IN OTHER COMPANIES	30
	4.4. FUNCTIONING OF THE BOARD OF DIRECTORS	31
	4.4.1. DUTIES AND FUNCTIONING	31
	4.4.2. BOARD REGULATION	34
	4.5. ROLE OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS	36
	4.5.1. INDUCTION PROGRAMME	37
	4.5.2. COMPANY SECRETARY	38
	4.6. EXECUTIVE DIRECTORS	38
	4.6.1. CHIEF EXECUTIVE OFFICER - CEO	38
	4.6.2. CHIEF FINANCIAL OFFICER	40
	4.6.3. CHIEF OPERATING OFFICER	43
	4.6.3. CHAIRPERSON	43
	4.6.4. REPORTING TO THE BOARD OF DIRECTORS	43
	4.6.5. OTHER EXECUTIVE DIRECTORS	44
	4.7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR	44
	4.7.1. INDEPENDENT DIRECTORS	44
	4.7.2. MEETINGS OF THE INDEPENDENT DIRECTORS	46
	4.7.3. LEAD INDEPENDENT DIRECTOR	46
5. MANAGEMENT OF CORPORATE INFORMATION	47
6.	BOARD COMMITTEES	49
7.	SUSTAINABILITY COMMITTEE	50
8. SELF-ASSESSMENT, SUCCESSION AND REMUNERATION OF THE DIRECTORS - REMUNERATION AND
	NOMINATION COMMITTEE	53
	8.1. SELF-ASSESSMENT	53
	8.2. SUCCESSION PLANS	54
	8.3. REMUNERATION OF THE DIRECTORS	56
	8.3.1. REMUNERATION POLICY	56
	8.3.2. FIXED REMUNERATION OF THE EXECUTIVE DIRECTORS AND TOP MANAGEMENT	57
	8.3.3. VARIABLE REMUNERATION AND SHARE-BASEDREMUNERATION PLANS	57
	8.3.4. REMUNERATION OF NON-EXECUTIVEDIRECTORS	58
	8.3.5. VESTING AND DISBURSEMENT OF REMUNERATION	58
	8.4. REMUNERATION AND NOMINATIONS COMMITTEE	59
9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE	64
	9.1. CHIEF EXECUTIVE OFFICER	68
	9.2. CONTROL AND RISKS COMMITTEE	68
	9.3. MANAGER OF THE AUDIT & COMPLIANCE DEPARTMENT	71
	9.4. ORGANISATIONAL MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE 231/2001 AND MONITORING BOARD	73
	9.5. STATUTORY AUDITING COMPANY	75
	9.6. MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS	76
	9.7. COORDINATION BETWEEN PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	77
10. DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS	78
11.	BOARD OF STATUTORY AUDITORS	79

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

	11.1. APPOINTMENT AND REPLACEMENT	79
	11.2. COMPOSITION AND FUNCTIONING	81
	11.2.1. PERSONAL AND PROFESSIONAL DETAILS OF EACH STATUTORY AUDITOR	82
	11.2.2. DIVERSITY CRITERIA AND POLICIES	84
	11.2.3. INDEPENDENCE	85
	11.2.4. REMUNERATION	86
12.	INVESTOR RELATIONS	88
	12.1. ACCESS TO INFORMATION	88
	12.2. DIALOGUE WITH THE SHAREHOLDERS	88
13.	SHAREHOLDERS' MEETING	90
14. OTHER CORPORATE GOVERNANCE PRACTICES	93
15.	CHANGES SINCE THE END OF THE FINANCIAL YEAR	94

16. CONSIDERATIONS ON THE LETTER OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

...................................................................................................................................................................................................................................................... 95

TABLES

96

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

GLOSSARY

Shareholders' Meeting: the general Shareholders' Meeting of Prysmian S.p.A.

The Code/Code for Corporate Governance: the Code for Corporate Governance - most recently amended in January 2020 - approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A. [Italian Stock Ex- change], ABI [Italian Banking Association], ANIA [National Association of Insurance Companies], Assogestioni [Italian Association of Asset Management Com- panies], Assonime [Association of Italian Joint Stock Companies] and Con- findustria [General Confederation of Italian Industry].

Civil Code: the Italian Civil Code.

Board of Directors/Board: the Prysmian S.p.A. Board of Directors.

Financial Year: 2023, the financial year of this Report.

Group/Prysmian Group: Prysmian S.p.A. and the companies it controls directly or indirectly.

Board Regulation: regulation adopted by the Prysmian Board of Directors pursuant to Article 3, recommendation 11 of the Corporate Governance Code which defines the duties and operating methods of the Board of Directors and the committees it has established, as well as some of the duties of the company's main governance figures. The document is available on the Company website www.prysmian.comin the Company/Governance section.

Consob Issuer Regulation: the Issuers' Regulation issued by Consob with Resolution no. 11971 of 1999 (as subsequently modified).

Report: the report on Corporate Governance and ownership structure as set out in Article 123-bis of the Consolidated Financial Act.

Annual Integrated Report: document that includes the consolidated financial statements of the Prysmian Group and the financial statements of Prysmian S.p.A., as well as the consolidated non-financial report prepared pursuant to Italian Legislative Decree 254/2016.

Remuneration Report: Report on the remuneration policy and compensation paid pursuant to Article 123-ter of the Consolidated Financial Act, prepared in accordance with Article 84-quater of the Consob Issuer Regulation, available on the Company website www.prysmian.comin the Company/Govern- ance/Remuneration policy section.

IC&RMS: the internal control and risk management system.

Company or Prysmian: Prysmian S.p.A., a company with registered offices at Via Chiese 6, Milan, Tax Code and Companies Register of Milan, Monza Brianza and Lodi No. 04866320965.

By-laws: By-laws of Prysmian S.p.A., as updated on 21 November 2023, available on the Company website www.prysmian.comin the Company/Governance section.

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Consolidated Financial Act: Italian Legislative Decree 58 of 24 February 1998, (as subsequently amended).

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

1. ISSUER PROFILE

Prysmian S.p.A., the holding company heading one of the world's top cable industry groups, is active in the design, development, manufacture, supply and installation of a wide range of cables for many different applications in the power, and telecommunications industries.

The Prysmian Group, present in 50 countries with 108 manufacturing plants, 26 R&D centres and some 30,000 employees, is well positioned in high-tech markets by offering an extensive range of products, services, technology and know- how. In the energy sector, the Group operates in the business of underground

• submarine cables and systems for power transmission and distribution, in- cluding special cables for applications in various industrial sectors, and me- dium & low voltage cables for construction and infrastructure. For the telecom- munications sector, the Group manufactures cables & accessories for voice, video and data transmission, with a full range of optical fibre, optical & copper cables, and connectivity systems.
  Since 3 May 2007, Prysmian securities have been listed on EURONEXT Milan (formerly the MTA) managed by the Italian Stock Exchange. In September 2007, the securities were admitted to the FTSE/MIB index. Borsa Italiana an- nounced the launch of the new MIB® ESG index on 10 October 2021. This is the first ESG index dedicated to leading Italian issuers with the best ESG practices and Prysmian has been included.
  Since March 2010, following the former relative majority shareholder's sale of its equity interest, the Company has been structured as a public company, char- acterised by a broad and diversified shareholder base.
  The Company's Corporate Governance structure is based on the recommen- dations and standards contained in the Corporate Governance Code, by which the Company abides.
  The rules of Corporate Governance are a direct expression of the standards and procedures that the Company has adopted and undertakes to comply with to ensure effectiveness and transparency in all transactions.
  The Company has adopted a traditional governance and control model char- acterised by a Shareholders' Meeting, a Board of Directors and a Board of Stat- utory Auditors. This Corporate Governance system is based on the core role of the Board of Directors (as the most senior body delegated to manage the Com- pany in the interests of shareholders), on the transparency of decision-making processes, on an effective internal control system, on careful rules governing potential conflicts of interest and on appropriate standards of conduct for re- lated party transactions.
  Prysmian has implemented this system by drawing up and adopting codes, standards, rules and procedures that govern and regulate the performance of all the Company's organisational and operational bodies.
  The Board of Directors has the broadest possible powers of ordinary and ex- traordinary administration, except for those, which by law are the exclusive pre- rogative of the Shareholders' Meeting. The Board of Statutory Auditors oversees compliance with the law, the By-laws and the standards of good management in the performance of company activities whilst also monitoring the adequacy of the Company's organisational structure, internal control, administrative and accounting systems.
  The independent audit of the accounts is entrusted to a specialist firm rec- orded on the Register of Auditors held by the Ministry of Economy and Finance and appointed at the Shareholders' Meeting.
  The Board of Directors gives significant priority to the pursuit of sustainable growth and consistent value creation for the Company and the Prysmian

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

Group over the medium-long term.

The composition of the Board of Directors reflects skills and experience profiles deemed relevant for identifying and guiding the implementation of strategic priorities.

The skills matrix, updated at each renewal of the Board of Directors, represents the core expertise considered essential for leading the Group, also in view of the changes in business dynamics and the reference environment.

The Board of Directors also gives appropriate consideration to the opinions and expectations of the Group's key stakeholders. The board induction programme and the engagement policy implementation procedures allow the Board of Directors to meet with customers, investors, sell-side analysts and key institu- tions.

From the start, the DNA of the Prysmian Group has included a commitment to the environment and the communities in which operations are carried out. This core value is integral to the entire organisation, which strives constantly to deliver technology in support of the energy transition. Prysmian works every day to guarantee the sustainability of production processes and safeguard the en- vironment, working alongside local communities to ensure that their territories are protected and that workplaces are safe. This commitment was strengthened in 2021 with the launch of the Climate Change Ambition and the Social Ambition. These initiatives set new and challenging climate and social objec- tives, designed to promote the transition to a low-carbon world and a more fair and inclusive working environment.

Starting from 2022, Prysmian publishes a consolidated non-financial report (NFR), pursuant to European Directive 2014/95/EU and Italian Legislative Decree 254/2016, together with the separate and consolidated financial state- ments. These documents comprise the Annual Integrated Report, which is available on the website www.prysmian.comin the Investor Relations section. Prysmian also publishes a Sustainability Report as a separate document, containing even more detailed information about ESG strategies and related performance during the year. This document, also certified by an external auditor, is available on the website www.prysmian.comin the Sustainability section.

Prysmian does not fall within the definition of an SME pursuant to Article 1, paragraph 1, letter w-quater.1) of the Consolidated Financial Act and Article 2-ter of the Consob Issuer Regulation.

Based on the Code's definitions of a "concentrated ownership company" and a "large company", Prysmian does not qualify as a concentrated ownership company since no shareholder, either alone or through participation in share- holders' voting agreements, can directly or indirectly hold a majority of the votes exercisable at an ordinary shareholders' meeting.

Prysmian does, however, qualify as a large company because its capitalisation was greater than Euro 1 billion on the last trading day of the three calendar years before the publication of this Report.

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

2. INFORMATION ON THE OWNERSHIP STRUCTURE

(pursuant to Article 123-bis of the Consolidated Financial Act) as at

31/12/2022

1. Share capital structure.

(pursuant to Article 123-bis, paragraph 1, letter a) of the Consolidated Financial Act)

Prysmian's subscribed and paid-up share capital as at 31 December 2023 totalled Euro 27,653,444.80, represented by 276,534,448 shares with a par value of Euro 0.10 each.

The shares cannot be split, may be freely transferred and each carries the right to one vote. Shareholders may exercise their ownership rights as provided for by the laws in force.

With reference to capital increases resolved at the Shareholders' Meeting with execution delegated to the Board of Directors, please note the following:

- On 28 April 2020, the Company's Shareholders' Meeting approved a long- term share-based incentive plan for the 2020-2022 period, payable to certain employees of the Prysmian Group. To service this incentive plan, following the change authorised at the Shareholders' Meeting held on 12 April 2022, a maximum of 8,000,000 new ordinary shares would be issued for allotment to the plan beneficiaries free of charge, thus increasing share capital by a maximum of Euro 800,000.00 drawn from the "Reserve for Shares issued in accordance with Article 2349 of the Italian Civil Code". On 5 June 2023, the capital increase was completed by the issue of 8,000,000 ordinary shares and their allotment to the plan participants, in full satisfaction of the mandate granted at the Shareholders' Meeting.

- On 25 January 2021, the Board of Directors resolved to place the equity- linked bond issue named "Prysmian S.p.A. Euro 750 million Equity-LinkedBonds due 2026" maturing on 2 February 2026 and reserved for institutional investors. The bond settlement took place on 2 February 2021. Subsequently, on 28 April 2021, the Company's Shareholders' Meeting resolved that the above bond issue was convertible. It approved, for the sole purpose of the conversion, a cash increase in share capital, against payment and in tranches (with option rights excluded) for a maximum nominal amount of Euro 1,864,025.50 to be paid in one or more tranches through the issue of a maximum of 18,640,255 ordinary shares of the Company. The conversion price of the bonds was set at Euro 40.2355, and on 14 June 2021 the bonds were admitted for trading on the "Third Market" (MTF) of the Vienna Stock Exchange.

• On 12 April 2022, the Company's Shareholders' Meeting approved a stock grant plan for Prysmian Group employees. To service this plan, it was ex- pected that a maximum of 3,000,000 new ordinary shares would be issued for allotment to the plan beneficiaries free of charge. This would increase share capital by a maximum amount of Euro 300,000.00 drawn from the
  "Reserve for Shares issued in accordance with Article 2349 of the Italian Civil Code". This capital increase was executed in part during the year, with the issue on 29 May 2023 of 292,511 ordinary shares and on 21 November of a fur- ther 97,691 ordinary shares and their allotment to the stock grant plan par- ticipants, leaving 2,609,798 shares available for issue to service the above plan.
• On 19 April 2023, the Company's Shareholders' Meeting approved a long- term share-based incentive plan for the 2023-2025 period, payable to em- ployees of the Prysmian Group. To service this incentive plan, it is expected that a maximum of 9,500,000 new ordinary shares will be issued, to be allot- ted to the plan beneficiaries free of charge. This will increase share capital by

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

a maximum amount of Euro 950,000.00 drawn from the "Reserve for Shares issued in accordance with Article 2349 of the Italian Civil Code".

1. Restrictions on the transfer of securities.

(pursuant to Article 123-bis, paragraph 1, letter b) of the Consolidated Financial Act)

There are no restrictions on the transfer of securities.

1. Significant holdings in the share capital.

(pursuant to Article 123-bis, paragraph 1, letter c) of the Consolidated Financial Act)

With regard to significant holdings in Prysmian's share capital, please refer to Table 1, annexed to this Report.

This information is based on the contents of the Company's Register of Shareholders and declarations received from shareholders pursuant to Article 120 of the Consolidated Financial Act, as at 31 December 2023.

1. Securities with special rights.

(pursuant to Article 123-bis, paragraph 1, letter d) of the Consolidated Financial Act)

No securities have been issued that grant special rights of control.

The By-laws do not provide for shares with multiple voting rights or increased voting rights.

1. Employee share ownership: mechanism for exercising voting rights. (pursuant to Article 123-bis, paragraph 1, letter e) of the Consolidated Financial Act)
   There are no mechanisms for exercising voting rights in the event of employee shareholding, when voting rights are not directly exercised by those employ- ees.
2. Restrictions on voting rights.

(pursuant to Article 123-bis, paragraph 1, letter f) of the Consolidated Financial Act)

There are no restrictions on voting rights.

1. Shareholder agreements.

(pursuant to Article 123-bis, paragraph 1, letter g) of the Consolidated Financial Act)

No agreements as defined by Article 122 of the Consolidated Financial Act are known to the Company.

1. Change of control clauses and By-law provisions concerning public tender offers.

(pursuant to Articles 123-bis, paragraph 1, letter h), 104, paragraph 1-ter, and 104-bis, paragraph 1 of the Consolidated Financial Act)

As regards significant agreements as set out in Article 123 bis, paragraph 1, letter h) of the Consolidated Financial Act, note the following.

Prysmian S.p.A. and the companies under its direct and indirect control are not a party to any significant agreements that automatically come into force, are amended or are terminated in the event of a change of control. In this respect, note that Prysmian S.p.A. is characterised by broad and diversified share own- ership, thereby giving it the structure of a public company. Therefore, the Company is not subject to the control, direction or coordination of other parties, as

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PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

more fully detailed in section 2.l).

Nevertheless, it should also be noted that some agreements of significance at Group level, mainly of a financial and commercial nature, contain change-of- control clauses that generally allow the counterparty to amend or terminate the agreement in the event of a change in control over Prysmian S.p.A.

The By-laws contain no provisions that:

- waive the provisions of the passivity rule provided for by Article 104, paragraphs 1 and 2 of the Consolidated Financial Act;

1. • provide for application of the neutralisation rules provided for by Article 104-bis, paragraphs 2 and 3 of the Consolidated Financial Act.
2. Delegation of power to increase share capital and authorisations to pur- chase own shares.

(pursuant to Article 123-bis, paragraph 1, letter m of the Consolidated Financial Act)

See paragraph a) above in relation to resolutions adopted at Shareholders' Meetings that delegate powers to increase share capital to the Board of Direc- tors.

The Board is not entitled to issue participatory financial instruments.

On 19 April 2023, the Shareholders' Meeting authorised the Board of Directors to adopt purchase and placement plans for treasury shares, to be enacted one or more times, for a maximum number of shares possessed that shall not ex- ceed, at any given time, the number of shares required to make up 10% of the share capital, also considering the treasury shares already held. The adoption of any plans was entrusted to the Board for a maximum period of 18 months from the date of the aforementioned resolution, that is, up to 19 October 2024. During the Financial Year, the Board decided on the basis of the above resolution not to launch any share buy-back programmes.

During the Financial Year, the number of treasury shares held by the Company decreased following the assignment of 882,957 treasury shares to Prysmian Group employees in the context of the incentive plan for 2020-2022 (LTI GROW 20-22), the discounted share purchase plan launched by the Group in 2013 (YES Plan) and the stock grant plan (BEIN).

Information about the characteristics of the above plans can be found in the Annual Integrated Report for the Financial Year ("Incentive Plan" section of the Directors' Report), the information documents prepared pursuant to CONSOB Issuer Regulation Article 84-bis, and the Remuneration Report, which are available on the Company website www.prysmian.comin the Company/Govern- ance/Remuneration Policy section.

Taking into account the transactions involving treasury shares, the Company directly and indirectly held 3,729,074 treasury shares as at 31 December 2023.

1. Direction and coordination activities (pursuant to Article 2497 et seq. of the

Italian Civil Code)

The Company heads the Prysmian Group and performs direction and coordination activities for its direct or indirect subsidiaries pursuant to Article 2497 of the Civil Code.

The Company, not subject to the control, direction or coordination of other en- tities, is independent in the choices that determine the:

1. drafting of industrial, strategic and financial plans or budgets for the Group,
2. issue of guidelines on financial and credit policy,
3. centralisation of functions such as treasury, administration, finance and control,

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