Prysmian S p A : Directors Candidates - Slate n.1 (slate of the outgoing Board of Directors) - selection process, list submission and Candidates’ documents

SHAREHOLDERS' MEETING

OF 18 APRIL 2024

On 28 February 2024, the Prysmian S.p.A. Board of Directors ("BoD") passed, pursuant to Article 14 of the Company By-Laws, to file its slate of candidates ("BoD Slate") for the renewal of the Board of Directors for the three-year period 2024-2026, on the agenda of the Ordinary Shareholders' Meeting of Prysmian S.p.A. to be held on 18 April 2024 (please refer also to the Press Release of 29 February 2024).

The present document includes the following supporting documentation:

1. the Slate in sequential order of the candidates that we propose to appoint as Directors;
2. the description of the process followed to su- bmit the Slate of the BoD, the Board Skill
   Matrix and the individual profiles of the can- didates;
3. declaration of each candidate regarding:
4. • the non-existence of any causes of ineligibility or incompatibility,
   • possession of the requirements as set forth by the law and the by-laws for hold- ing the office of director and, where re- quired, possession of the requirements of independence,
   • their availability to accept the candidacy and the relevant curricula vitae regard- ing the personal and professional char- acteristics of each candidate.

1. The document approved by the BoD on 9 november 2023 (Process for the submis- sion of the list of the Board of Directors).

Milan, 5 March 2024

On behalf of the Board of Directors - the Chairman - Claudio De Conto

Corporate

Governance

Code

INTRODUCTION

The Board of Directors of Prysmian S.p.A. availed himself of the faculty foreseen by art. 14 of the Bylaws of presenting its own slate of candidates for the renewal of the Board of Directors for the three-year period 2024-2026 (the "Slate") to be submitted to the Shareholders meeting convened on 18 April 2024.

At the meeting held on 9 November 2023, the Board of Directors approved, in addition to the policy on the composition of its company bodies1, the document Process for the submission of the list of the Board of Directors

• published at a later time in the company in- ternet site - aimed at regulating the process followed to submit the Slate of the BoD (the "Process"), based on the recommendations included in the Consob Notice n.1/22 of 21 Ja- nuary 2022 and the best practices.
  The present document describes how the Process was actually conducted, illustrating the time sequence and the contribution of the parties involved.

INVOLVED PARTIES

The whole process was conducted under the supervision of the Board of Directors, who undertook the decisions in relation to the Slate definition and its presentation, with the support of the Remunerations and Nominations Committee and the advisors.

The Remunerations and Nominations Com- mittee, composed of three Non-Executive, mostly independent, Directors, leaded the preparatory activities and submitted opinions and proposals.

The Lead Independent Director, as the reference point for the requests and contributions of the independent directors, assisted the Remunerations and Nominations Committee in the whole Process, ensuring the independency in the management of the process and in the evaluation of the candidacy.

The Board of Statutory Auditors verified and monitored the quality and the respect of the Process, through the participation in the meetings of the involved bodies.

Additionally, the relevant Corporate Functions supported the Remunerations and Nominations Committee and carried out the preparatory and preliminary work leading to the selection, including the analysis of market

best practices, law and regulations, the management of company fulfillment; the designated CEO took part in the selection of candidates for the role of director only during the final phases and upon request by the Remunerations and Nominations Committee.

PHASES OF THE PROCESS FOR THE SUBMISSION

OF THE SLATE OF THE BOARD OF DIRECTORS

The Process for the submission of the Slate of the Board of Directors envisaged the following phases:

1. On 28 July 2022, the Board of Directors, upon proposal of the Remunerations and Nominations Committee, appointed Egon Zehnder as independent advisor to support the Board of Directors for the Board eva- luation related to the second year of the BoD term2. The activity was performed in the period October - December 2022. On 9 February 2023, the BoD aknowledged the results of the self-evaluation of the Board and Committees functioning and shared its preliminary recommendations in relation to the competence profile which is considered optimal for the Board effectiveness.

1. During the first months of the financial year
   2023, under the supervision and coordina- tion by the Remunerations and Nomina- tions Committee, the Group succession plan was updated, with a specific focus on the role of the Chief Executive Officer.
   The activity performed by the Commit- tee, supported by the advisor Egon Zehn- der, was based on the existing succession plan and on the results of the aforemen- tioned Board evaluation and envisaged the analysis of internal and external can- didacy. The external candidates, selected from a wide long list, were - or had been
   - Chief Executive Officers in industrial, li- sted companies with a size and structure comparable to Prysmian. The interviews with the finalist internal and external can- didates were conducted by the Chairman of the Board, the Chairman of the Re- munerations and Nominations Commit- tee and the Lead Independent Director. At the end of the selection and interview process, the Committee, in agreement with the Lead Independent Director, final- ly came to the conclusion that the inter- nal candidate Massimo Battaini was the most suitable and ready for the inclusion in the Group succession plan as poten- tial successor of the current Group CEO. On 26 May 2023, the BoD resolved to de-

signate Massimo Battaini, current Director

and Chief Operating Officer, as the next

candidate for the role as Prysmian Chief

Executive Officer, having been informed by the Company's CEO, Valerio Battista, of his unavailability to continue to serve as CEO for the next mandate (2024-2026). As a consequence, Massimo Battaini is included in the Slate that the outgoing Board is submitting as candidate for the role of Director and Chief Executive Officer.

1. On 20 July 2023, at the conclusion of a se- lection process coordinated by the Remu- nerations and Nominations Committee which involved three advisors, Spencer Stuart was appointed as Advisor to sup- port the outgoing BoD in the candidates search and pre-selection. The Lead Inde- pendent Director was involved in the choi- ce of the Advisor, to ensure independency in the process.
2. On the basis of the results of the Board eva- luation and of the relevant circumstances
   - in primis the Company strategy - on 27 July 2023 the Boaed of Directors approved the updated Board Skill Matrix, which identifies the professional competencies

and the type of experiences which the candidates should possess at individual and collective level, formulated and proposed by the Remunerations and Nominations Committee. The Board Skill Matrix was included at a later time in the Policy related to the Corporate Bodies compo- sition, published in November3. The new Board Skill Matrix was presented to proxy advisors and investors during the engagement process to gather their insights. Moreover, the new Board Skill Matrix was shared with the Advisor in charge for the candidates search and pre-selection, who used it in the selection process to verify the profiles of potential candidates and of the members of current Board.

1. After the approval of the Board Skill Matrix, the Policy related to the Corporate Bo- dies composition ("Policy") was updated. It is included in the document Description of the Policies applied in relation to the composition of the Board of Directors and of the Board of Statutory Auditors, also in regard to diversity, pursuant to Art. 123-bis,para.2.d-bis, of the Consolidated Law on Finance (T.U.F.) and of the process for the submission of the slate of the Board of Di- rectors, approved by Prysmian's Board of Directors on November 9, 2023, based on the proposal of the Remunerations and Nominations Committee. The Policy, which includes the Board Skill Matrix, was publi- shed in the subsequent days in the com- pany website, to guarantee transparency on the criteria and process for defining the
   Slate. The document is the update of the document approved by Prysmian Board of Directors in 2022 and published in the company website in continuity with pre- vious years. The Policy includes indications related to the quantitative and qualitative composition of the Board, describing the characteristics of Board members in re- lation to ineligibility and incompatibility, good repute and other law requirements criteria, independency, availability of time and maximum number of offices, professio- nalism, gender diversity, background, tenu- re, age, international experience, characte- ristics of directors holding special offices.

1. During the month of October 2023, the Re- munerations and Nominations Commit- tee concluded the analysis of the possible candidates and initiated individual inter- views. In consideration of the reeligibility of current board members and their own characteristics, of the foreseen change in the role of the Chief Executive Officer, al- ready communicated to the market, and in the hypothesis to confirm the current number of Board members as 12, the Com- mittee directed its search to a number of candidates which would have allowed the outgoing Board to select a Slate of 12 can- didates. Spencer Stuart identified a long list initially composed of 35 profiles from a pool of about 130 candidates; the 35 candi- dates in the long list reflect the competen- ces of the Board Skill Matrix requested to the new Board members and an adequa- te level of diversity in terms of gender and nationality. From the long list, following in-depth discussion sessions, a short list was identified. The Remunerations and No- minations Committee interviewed all can- didates included in the short list who had shown the Advisor interest for an in-depth meeting; the Lead Independent Director interviewed a more limited number of can- didates; the designated CEO interviewed only the finalist potential candidates.
   The interviews were concluded at the be- ginning of the month of December.